Entry into a Material Definitive Agreement

Exhibit 10.1

REAL ESTATE PURCHASE AND SALE AGREEMENT WITH
ESCROW INSTRUCTIONS

Dated as of

February 16, 2011

By and Between

Arbor Pointe, L.P., an Ohio limited partnership,

As Seller

and

Steadfast Asset Holdings, Inc., a California corporation,

As Purchaser

regarding

Arbor Pointe Apartments

REAL ESTATE PURCHASE AND SALE AGREEMENT WITH
ESCROW INSTRUCTIONS

     THIS REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS (“Agreement”) is dated as of February 16, 2011, and is entered into by and between Arbor Pointe, L.P., an Ohio limited partnership (“Seller”), and Steadfast Asset Holdings, Inc., a California corporation (“Purchaser”). As used herein the term “Buyer” shall mean Purchaser or its Permitted Assign (as defined in this Agreement).

RECITALS

     WHEREAS, Seller is the owner of the land and improvements, including an apartment complex commonly known as Arbor Pointe Apartments, as further described on Exhibit “A” attached hereto.

     WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Property (as defined in this Agreement), subject to the terms and conditions of this Agreement and the exhibits attached hereto.

AGREEMENT

     NOW, THEREFORE, in consideration of the covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

     1. Definitions. When used in this Agreement and the exhibits attached hereto, the following terms shall have the following meanings unless otherwise specifically defined. The singular shall include the plural and the masculine gender shall include the feminine and the neuter unless otherwise required by the context.

     “Additional Deposit” shall have the meaning set forth in Paragraph 4 of this Agreement.

     “Additional Title Policy Charge” shall have the meaning set forth in Paragraph 11 of this Agreement.

     “Anti-Terrorism Laws” shall mean any laws related to terrorism or money laundering, including Executive Order 13224 and the USA Patriot Act, and any regulations promulgated under either of them.

     “Broker” shall mean Marcus & Millichap, National Tax Credit Property Advisors.

     “Buyer’s Title Notice” shall have the meaning set forth in Paragraph 8(a) of this Agreement.

     “Cash Equivalent” shall mean a wire transfer of funds or other good and immediately available funds.

     “Closing” shall have the meaning set forth in Paragraph 18 of this Agreement.

     “Closing Date” shall mean the date of the Closing.

     “Code” shall mean the Internal Revenue Code of 1986, as amended.

     “Contingency Expiration Date” shall mean the date which is thirty (30) days after the date of this Agreement, or such earlier date as may be specified by Buyer by delivering written notice thereof to Seller and Escrow Agent.

     “County” shall mean the County in which the Real Property is located.

     “Deposit” shall mean, to the extent deposited with Escrow Agent, the Initial Deposit and the Additional Deposit.

     “Endorsements” shall have the meaning set forth in Paragraph 11 of this Agreement.

     “Escrow Agent” shall mean Chicago Title Insurance Company.

     “Extended Coverage Title Policy” shall have the meaning set forth in Paragraph 11 of this Agreement.

     “Funds” shall mean all escrows, reserves, funds, letters of credit, bonds, security deposits or other funds deposited by Seller with respect to the Property, including, without limitation, (a) any utility deposits and (b) any such funds deposited with respect to any existing mortgage on the Property.

     “General Assignment” shall mean a General Assignment and Bill of Sale in the form of Exhibit “E” attached hereto.

     “Hazardous Materials” shall have the meaning set forth in Paragraph 17(d) of this Agreement.

     “Housing Authority” shall mean the Kentucky Housing Corporation, the relevant tax credit allocation agency and any other federal, state or local agency with jurisdiction or other rights or authority over the Property or the Tax Credits related thereto.

     “Improvements” shall mean the apartment complex and all other buildings, structures and improvements located upon the Real Property.

     “Initial Deposit” shall have the meaning set forth in Paragraph 4 of this Agreement.

     “Intangibles” shall mean, to the extent assignable by and in the possession or control of Seller: (i) any and all permits, licenses, certificates of occupancy and the like relating to the Property; (ii) any and all bonds, warranties, and guaranties relating to the Property; (iii) any and

all third party site plans, surveys, environment, soil and substrata studies or assessments, plans and specifications, engineering plans and drawings, landscaping plans or other plans, diagrams or studies of any kind relating to the Property; (iv) books and records relating to the Tenants; (v) the name “Arbor Pointe Apartments”; (vi) the telephone numbers, fax numbers and email addresses for the Property; and (vii) any and all goodwill or other intangible property directly relating to the Property.

     “Lease Assignment” shall mean an Assignment and Assumption of Leases in the form of Exhibit “D” attached hereto.

     “Limited Partner Consent” shall mean the prior written consent of SHF.

     “Non-Delinquent Rents” shall mean rents that are equal to or less than thirty (30) days past due as of the Closing Date.

     “Opening of Escrow” shall mean the date both (i) a fully executed copy of this Agreement and (ii) the Initial Deposit have been delivered to Escrow Agent.

     “Outside Closing Date” shall have the meaning set forth in Paragraph 18 of this Agreement.

     “Permitted Assign” shall mean any subsidiary or affiliate of Purchaser in which Purchaser directly or indirectly is under common control with the managing member or general partner of such subsidiary or affiliate assignee and in which Purchaser directly or indirectly is under common with the individual or entity that controls the day-to-day management of the Property, or, with the prior written consent of Seller, any other person or entity.

     “Permitted Exceptions” shall mean (i) all items and matters identified as a “Permitted Exception” in Paragraph 8(a) of this Agreement, (ii) the Tenant Leases, and (iii) all items and matters which would be shown on an ALTA survey.

     “Personal Property” shall mean the mechanical systems, fixtures, furniture, appliances, tools, supplies, inventories, furnishings, equipment and other items of tangible personal property placed or installed on or about the Real Property or the Improvements and which are owned by Seller and used as a part of or in connection with the Property, including, without limitation, all heating, ventilation and air conditioning compressors, engines, systems and equipment; any and all elevators, electrical fixtures, systems and equipment; all plumbing fixtures, systems and equipment; and all keys. Personal Property shall exclude personal property that is owned by the Tenants, former tenants or the management company, or which is leased pursuant to a Service Contract or Permitted Exception.

     “Prior Noncompliance” shall have the meaning set forth in Paragraph 23(f) of this Agreement.

     “Prohibited Person” shall mean (i) a person or entity subject to the provisions of Executive Order 13224; (ii) a person or entity owned or controlled by, or acting for or on behalf

of, an entity subject to the provisions of Executive Order 13224; (iii) a person or entity with whom Seller or Buyer (as applicable) is prohibited from dealing by any of the Anti-Terrorism Laws; (iv) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control; or (v) a person or entity that is affiliated with a person or entity described in clauses (i) through (iv) of this definition, if an entity existing in the United States is prohibited from doing business with such affiliated person or entity.

     “Property” shall mean Seller’s right, title and interest in the Real Property, the Improvements, the Personal Property, and, to the extent assignable, the Intangibles, the Tenant Leases and those Service Contracts being assigned to and assumed by Buyer pursuant to this Agreement.

     “Property Files” shall have the meaning set forth in Paragraph 8(b) of this Agreement.

     “Purchase Price” shall mean the monetary consideration specified in Paragraph 3 of this Agreement.

     “Real Property” shall mean the certain real estate, located in the County and State, and further described on Exhibit “A” attached hereto.

     “Regulatory Agreements” shall have the meaning set forth in Paragraph 23(a) of this Agreement.

     “Rejected Exceptions” shall have the meaning set forth in Paragraph 8(a) of this Agreement.

     “Representatives” shall mean, with respect to any person or entity, the direct and indirect directors, principals, officers, partners, members, shareholders, agents, contractors, employees, lawyers, accountants, advisors, consultants, and other representatives of such person or entity, and its prospective lenders and investors.

     “Required Consents” shall mean the timely notice to, and/or the written consent or approval of, each governmental or regulatory body (including the Housing Authority), in each case pursuant to the requirements applicable thereto and in each case to the extent required for the consummation of the transactions contemplated by this Agreement and the exhibits attached hereto.

     “Seller’s Title Notice” shall have the meaning set forth in Paragraph 8(a) of this Agreement.

     “Service Contracts” shall mean all service, equipment, supply, management, maintenance, utility, listing and other operating contracts relating to the Property.

     “SHF” shall mean SunAmerica Housing Fund 103, a California limited partnership, a limited partner of Seller.

     “Special Warranty Deed” shall mean a deed in the form of Exhibit “B” attached hereto.

     “State” shall mean the State in which the Real Property is located.

     “Survey” shall mean the new or updated survey, if any, of the Real Property and Improvements obtained by Buyer.

     “Tax Credit Laws” shall have the meaning set forth in Paragraph 23(a) of this Agreement.

     “Tax Credits” shall have the meaning set forth in Paragraph 23(a) of this Agreement.

     “Tenant Deposits” shall mean the deposits, if any, made by Tenants (including any interest accrued and unpaid thereon for the benefit of Tenants) less the amount such deposits have been charged, offset or otherwise reduced by Seller under the Tenant Leases or under applicable law.

     “Tenant Leases” shall mean the agreements affecting the Property pursuant to which Tenants are leasing, renting and/or occupying space within the Improvements.

     “Tenant Notice Letter” shall mean a Tenant Notice Letter in the form of Exhibit “F” attached hereto.

     “Tenants” shall mean the tenants of the Real Property and Improvements as of the Closing.

     “Threshold Amount” shall mean an amount equal to the product of (a) ten percent (10%) times (b) the Purchase Price.

     “Title Commitment” shall have the meaning set forth in Paragraph 8(a) of this Agreement.

     “Title Company” shall mean Chicago Title Insurance Company.

     “Title Policy” shall have the meaning set forth in Paragraph 9(a)(ii) of this Agreement.

     “Title Requirements” shall mean those requirements set forth in the Title Commitment which are to be performed or otherwise satisfied as a condition to the issuance of the Title Policy by the Title Company.

     2. Purchase and Sale. Seller hereby agrees to assign, sell and convey the Property to Buyer, and Buyer hereby agrees to purchase, accept and acquire the Property from Seller, subject to the terms and provisions of this Agreement and the exhibits attached hereto.

     3. Price. The total Purchase Price to be paid by Buyer to Seller for the Property shall be the sum of Six Million Five Hundred Thousand Dollars ($6,500,000.00), subject to adjustments, credits and prorations as set forth in this Agreement.

     4. Payment of Purchase Price. The Purchase Price shall be payable as follows:

          (a) Initial Deposit. Within two (2) business days after execution and delivery of this Agreement by all parties hereto, Buyer shall deposit with Escrow Agent cash or Cash Equivalent in the amount of One Hundred Thousand Dollars ($100,000.00) (“Initial Deposit”).

          (b) Additional Deposit. Unless this Agreement is sooner terminated by either Buyer or Seller in accordance with the terms of this Agreement, upon the Contingency Expiration Date, Buyer shall deposit with Escrow Agent cash or Cash Equivalent in the additional amount of One Hundred Thousand Dollars ($100,000.00) (“Additional Deposit”).

          (c) Cash Balance. On or before the Closing Date, Buyer shall deposit with Escrow Agent additional cash or Cash Equivalent equal to the sum of (i) the amount of the Purchase Price minus (ii) the amount of the Deposit plus (iii) the amount of Buyer’s share of expenses plus (or minus) (iv) the amount of adjustments, credits and prorations due from (or owed to) Buyer in accordance with Paragraph 13 of this Agreement.

          (d) Interest. While held by the Escrow Agent, upon the request and at the direction of Buyer, the Deposit shall be placed in an interest-bearing account and all interest so earned in connection with the Deposit shall be deemed a part of the Deposit.

          (e) Deposit Refundability. The Initial Deposit shall remain refundable to Buyer if this Agreement is terminated in accordance with the provisions of this Agreement on or before the Contingency Expiration Date. After the Contingency Expiration Date, the entire Deposit shall be nonrefundable, unless (i) Buyer is not in default hereunder and (ii) this Agreement is terminated in accordance with the provisions of Paragraph 20(a) of this Agreement or if Buyer is expressly entitled to a refund of the Deposit pursuant to Paragraph 9(c) or any other provision of this Agreement. The Deposit shall be credited to Buyer and applied toward payment of the Purchase Price upon the Closing.

     5. Special Warranty Deed. At the Closing, Seller shall convey the Real Property and Improvements to Buyer by the Special Warranty Deed and the other documents to be delivered under this Agreement.

     6. Delivery of Agreement; Failure of the Opening of Escrow. A fully executed copy of this Agreement shall be delivered to the Escrow Agent by Seller, and this Agreement shall, thereupon, constitute escrow instructions. If the Opening of Escrow has not occurred within seven (7) days after the date of this Agreement, this Agreement shall be null and void ab initio and of no further force and effect.

     7. Operation of Property Through Closing. From the Opening of Escrow until the Closing (or earlier termination of this Agreement):

          (a) Except as otherwise provided in this Paragraph 7, Seller shall manage and operate the Property in accordance with Seller’s current business practices. Subject to comparable coverage for renewal policies being available at commercially reasonable rates, Seller shall maintain in full force and effect insurance coverage comparable to its current insurance policies with respect to the Property.

          (b) Without the prior written consent of Buyer, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, except in the ordinary course of business or except for such mortgages, pledges or hypothecations as shall be released at or prior to Closing. Notwithstanding the foregoing, Seller may replace depreciated Personal Property and may otherwise deal with Tenant Leases in a commercially reasonable manner.

          (c) Except as otherwise provided herein, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall not terminate (except for those Service Contracts which Seller and Buyer have agreed in writing to terminate), modify, extend, amend or renew any Service Contract or enter into any new Service Contract, except in each case as may be reasonably necessary to protect the health or safety of individuals or the preservation of the Property or otherwise in accordance with Seller’s current business practices. All new Service Contracts must be terminable, without penalty, on not more than thirty (30) days’ notice.

          (d) From time to time Seller and Seller’s agents may (in their sole discretion or as otherwise required under this Agreement) sign certifications, notices or other documents or take other action in connection with Buyer’s financing, approval by the Housing Authority, or otherwise in connection with the transactions contemplated by this Agreement. Except with respect to Seller’s representations and warranties expressly set forth in this Agreement, Buyer hereby agrees to indemnify, defend and hold harmless Seller and its direct and indirect partners, principals and agents from and against any and all claims, demands, losses, liabilities and expenses, including attorneys’ and accountants’ fees, asserted against or incurred by Seller or its direct and indirect partners, principals, and agents in connection with such certifications, notices, or other documents or actions, except to the extent such claims, demands, losses and liabilities are caused by Seller’s or Seller’s agents’ intentional misconduct. The indemnity set forth in this Paragraph 7(d) shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

     8. Title; Property Files and Buyer’s Inspection Rights.

          (a) Title.

               (i) Commitment. Within five (5) business days after the Opening of Escrow, the Title Company shall issue and deliver to Buyer a commitment to insure the Real Property to be conveyed hereunder (“Title Commitment”, as further defined in Paragraph 8(a)(vi) of this Agreement). Title Company shall provide Buyer with copies of all recorded documents shown as exceptions to title on the Title Commitment (the “Exception Documents”).

               (ii) Title Notices. Within five (5) business days following the receipt by Buyer of the Title Commitment and the Exception Documents, Buyer shall notify Seller in writing (the “Buyer’s Title Notice”) as to which items, if any, disclosed in the Title Commitment are not acceptable to Buyer. Within five (5) business days following Seller’s receipt of Buyer’s Title Notice, Seller (with Limited Partner Consent) shall notify Buyer (“Seller’s Title Notice”) that, with respect to each matter objected to in Buyer’s Title Notice: (A) it shall take such actions as may be reasonably necessary to eliminate such matter as an exception in the Title Commitment; or (B) it shall not take any or all of the actions identified in Buyer’s Title Notice with respect to such matter. Except to the extent Seller’s Title Notice expressly states that Seller will take an action with respect to a matter identified in Buyer’s Title Notice (or if Seller fails to deliver Seller’s Title Notice within such five (5) business day period), then Seller shall be deemed to have elected clause (B) of this Paragraph 8(a)(ii).

               (iii) Rejected Exception. As used in this Paragraph 8(a), the term “Rejected Exception” means a matter which is both: (x) expressly objected to in Buyer’s Title Notice (to the extent of such objection); and (y) expressly agreed to be eliminated in Seller’s Title Notice (to the extent of such agreement).

               (iv) Title Contingency. In the event Buyer fails to timely deliver Buyer’s Title Notice, then Buyer shall be deemed to have waived all title objections to matters shown in the Title Commitment. If Buyer has timely delivered Buyer’s Title Notice and Seller elects (or is deemed to have elected) to proceed (in whole or in part) in accordance with clause (B) of Paragraph 8(a)(ii) of this Agreement, then Buyer shall have until the Contingency Expiration Date to terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent, in which case the provisions of Paragraph 9(c) of this Agreement shall govern. If Buyer shall fail to provide Seller and Escrow Agent with written notice of termination on or before the Contingency Expiration Date, then Buyer shall be deemed to have waived all of its title objections (except with respect to the Rejected Exceptions).

               (v) Title Policy. Each item and matter revealed by the Title Commitment (other than the Rejected Exceptions) shall be a “Permitted Exception” under this Agreement. At Closing, the Title Policy (as further defined in Paragraph 9(a)(ii) of this Agreement) shall be as described in the Title Commitment (but free of each Rejected Exception), subject to the provisions of this Paragraph 8(a). Buyer shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Requirements to be performed or otherwise satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Requirements to be performed or otherwise satisfied by Seller. Notwithstanding anything to the contrary in this Agreement, (x) Seller shall not be required to expend any funds in connection with the Title Policy except (i) as expressly set forth in Seller’s Title Notice, and (ii) in an amount not to exceed $50,000 in the aggregate to satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in connection with the Title Policy (including, without limitation,

such requirements as may be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Except as expressly required under the foregoing sentence, or as expressly set forth in Seller’s Title Notice, (A) Seller shall have no obligation to incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, (B) no failure by Seller to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no recourse to equitable relief based on any such failure, and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, then Buyer shall have the sole option of either: (x) terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller and Escrow Agent prior to Closing, in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (y) proceeding to Closing, subject to the provisions set forth herein. In the event that (I) Buyer elects to terminate this Agreement pursuant to clause (x) of this Paragraph 8(a)(v) due to Seller’s failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller’s Title Notice and (II) Buyer is not in default under this Agreement, then and only then Seller shall reimburse Buyer for Buyer’s reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to this agreement, the transaction described herein and the due diligence performed in connection herewith, not to exceed $150,000.00 in the aggregate. Upon Closing, Buyer shall be deemed to have waived all objections to the items and matters reflected on the Title Policy and each such item and matter shall thereafter be a “Permitted Exception” under this Agreement.

               (vi) Supplemental Title Commitment. In the event the Title Company issues one or more supplemental Title Commitments, the “Title Commitment” shall be deemed amended to incorporate the changes reflected in such supplemental Title Commitments. Notwithstanding the foregoing, Buyer shall have three (3) business days following receipt by Buyer of a supplemental Title Commitment to deliver a supplemental Buyer’s Title Notice with respect to any new item not shown on either the Title Commitment or any existing survey delivered to Buyer as part of the Property Files. Within two (2) business days following Seller’s receipt of the supplemental Buyer’s Title Notice, Seller (with Limited Partner Consent) shall provide Buyer with a supplemental Seller’s Title Notice. If Buyer has timely delivered a supplemental Buyer’s Title Notice and Seller elects (or is deemed to have elected) to proceed (in whole or in part) in accordance with clause (B) of Paragraph 8(a)(ii) of this Agreement, then Buyer shall have until the earlier of (a) the Closing Date and (b) 10 days following receipt by Buyer of a supplemental Title Commitment to terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent, in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern. If Buyer shall fail to provide Seller and Escrow Agent with written notice of termination on or before such date, then Buyer shall be deemed to have waived all of its objections to the items appearing in such supplemental Title Commitment (except with respect to the Rejected Exceptions). Except as

expressly modified herein, the provisions of Paragraph 8(a) of this Agreement, including, without limitation, the timing and effect of any notices to be delivered and the effect of any failure to deliver same, shall govern with respect to any such additional Buyer’s Title Notice.

               (vii) Survey Matters. Buyer shall have until the date Buyer’s Title Notice is due under Paragraph 8(a)(ii) of this Agreement to review and approve or disapprove of any survey of the Property delivered by Seller to Buyer as part of the Property Files, and any such objections shall be treated in the same manner as objections to matters shown on the Title Commitment as set forth in Paragraph 8(a)(ii)-(v) of this Agreement. With regard to the Survey obtained by Buyer in accordance with the provisions of Paragraph 11 of this Agreement, Buyer shall have until the earlier of (A) five (5) business days after its receipt of the Survey or (B) the Contingency Expiration Date to deliver an additional Buyer’s Title Notice with respect to any new item not shown on either the Title Commitment or any existing survey delivered to Buyer as part of the Property Files. The provisions of Paragraph 8(a) of this Agreement, including, without limitation, the timing and effect of any notices to be delivered and the effect of any failure to deliver same, shall govern with respect to any such additional Buyer’s Title Notice.

          (b) Documents and Materials To Be Made Available to Buyer. Within five (5) business days after the Opening of Escrow, Seller will make available to Buyer the Property Files (as defined in this Paragraph 8(b)) of Seller. To the extent Seller currently possesses or controls the same, the “Property Files” are defined as the items set forth on Exhibit “I” attached hereto; provided, however, Seller shall not be obligated to update, prepare, or cause to be prepared any of the above-referenced items which may or may not be contained in the Property Files. Property Files shall not include any appraisals or other indications of the market value of the Property. Buyer understands and acknowledges that neither Seller nor any of Seller’s Representatives makes and/or has made any representation or warranty to Buyer as to the accuracy or completeness of the Property Files and that neither Seller nor any of Seller’s Representatives has made or will make any attempt to verify the data contained therein. Buyer agrees that Seller shall not have any liability to Buyer as a result of Buyer’s use of the Property Files.

          (c) Buyer’s Inspection Rights. From the Opening of Escrow and until the Closing or earlier termination of this Agreement, Buyer shall be provided with access to the Property and shall be permitted to inspect and examine the Property upon reasonable advance notice to Seller, subject in all cases to the provisions of this Paragraph 8(c) of this Agreement and the indemnification provisions described in Paragraph 8(d) of this Agreement. Subject to the rights of the tenants, Buyer and its Representatives shall have the right to conduct one or more “walk throughs” of the Property. It is understood and agreed that Buyer shall be responsible to perform such inspections and other examinations of the Property as Buyer deems necessary or desirable (including, without limitation, any tests, studies, investigations, inspections and other examinations of physical and environmental conditions of the Property); provided, however, that as a condition precedent to exercising such rights, Buyer shall deliver to Seller a Certificate of Insurance evidencing commercial general liability coverage of not less than $1,000,000 combined limits, worker’s compensation insurance at statutory limits, and employer’s liability coverage of not less than $1,000,000. Buyer’s commercial liability insurance shall name Seller as an additional insured with respect to the Property, including, without limitation, in connection

with Buyer’s access to the Property and its tests, studies, investigations, inspections and other examinations of physical and environmental conditions of the Property. All tests, studies, investigations, inspections and other examinations by Buyer of the Property shall be conducted in a non-invasive manner. Buyer shall restore the Property to its original condition promptly after completing each such test, study, investigation, inspection and other examination. Buyer’s foregoing agreement shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

          (d) Buyer’s Termination Right; Indemnity. Buyer may terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent on or before the Contingency Expiration Date, in which event the provisions of Paragraph 9(c) of this Agreement shall govern. If Buyer shall fail to provide Seller and Escrow Agent with written notice of termination on or before the Contingency Expiration Date, then Buyer shall be deemed to have affirmatively and expressly approved and accepted the Property Files, the Property and all conditions, elements and matters pertinent thereto including, without limitation, soil conditions, zoning, drainage, flood control, water, sewage, electricity, gas and other utility connections, economic feasibility, construction suitability, submittals, the parcel map (and any conditions thereto), any survey or any other matter which was or could have been inspected or examined by Buyer, and Buyer and Seller shall proceed to Closing, subject to the provisions set forth herein. On or before the Contingency Expiration Date, the parties may agree on other Service Contracts to be terminated by Seller on or before Closing. Seller shall terminate only those Service Contracts which the parties agree shall be terminated and Buyer shall assume, from and after the Closing Date, the obligations arising or accruing under all of the other Service Contracts. In the event of termination of this Agreement and within a reasonable period of time after Seller requests such information, Buyer shall deliver to Seller copies of all third-party reports, plans, studies, applications or any other matters obtained by or prepared for Buyer in connection with Buyer’s review of the Property and which relate to the physical condition of the Property, including, without limitation, any engineering and environmental reports completed and/or obtained by Buyer in connection with Buyer’s review of the Property. IN ALL EVENTS, BUYER SHALL INDEMNIFY, DEFEND, EXONERATE, HOLD HARMLESS AND SAVE SELLER AND ITS REPRESENTATIVES FREE FROM AND AGAINST: (i) ANY AND ALL LOSSES, COSTS, DAMAGES, EXPENSES, LIENS, LIABILITIES, AND CLAIMS IN ANY WAY ARISING OUT OF, OCCASIONED BY OR IN CONNECTION WITH THE ACCESS, INSPECTIONS AND OTHER EXAMINATIONS CONDUCTED BY BUYER OR ITS REPRESENTATIVES ON, TO OR WITH RESPECT TO THE PROPERTY (“ACCESS”), WHETHER SUCH ACCESS OCCURRED BEFORE OR AFTER THE DATE OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS BY A THIRD PARTY ARISING FROM ANY ACT OR FAILURE TO ACT AUTHORIZED BY BUYER OR ITS REPRESENTATIVES, BUT EXCLUDING ANY PREEXISTING CONDITIONS (EXCEPT TO THE EXTENT EXACERBATED BY THE ACTIVITIES OF BUYER AND/OR ITS REPRESENTATIVES) AND EXCLUDING ANY LOSSES ARISING OUT OF THE DISCOVERY OR DISCLOSURE OF THE PROPERTY’S CONDITION; (ii) ANY DAMAGE OR INJURY TO PERSON OR PROPERTY CAUSED BY BUYER AND/OR ITS REPRESENTATIVES; AND (iii) ALL COSTS AND EXPENSES, INCLUDING ATTORNEY’S FEES, INCURRED BY SELLER AS A RESULT OF THE FOREGOING. WITHOUT LIMITING THE FOREGOING, BUYER SHALL, AND SHALL CAUSE ITS

REPRESENTATIVES TO, KEEP THE PROPERTY FREE AND CLEAR OF ANY MECHANICS’ LIENS OR MATERIALMEN’S LIENS BEING CLAIMED BY, THROUGH OR UNDER BUYER AND/OR ITS REPRESENTATIVES AND RELATED TO ANY SUCH ACCESS PRIOR TO THE CLOSING DATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUYER’S OBLIGATIONS UNDER THIS PARAGRAPH 8(d) SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND SHALL SURVIVE CLOSING AND THE DELIVERY OF THE SPECIAL WARRANTY DEED AT CLOSING.

     9. Conditions to the Closing.

          (a) Conditions Precedent to Buyer’s Obligations. The Closing and Buyer’s obligation to consummate the transactions contemplated by this Agreement and the exhibits attached hereto are subject to the satisfaction of the following conditions (which can be waived by Buyer):

               (i) Seller’s delivery of the items described in Paragraph 10(a) of this Agreement, not later than the Closing Date (unless otherwise provided).

               (ii) Title Company’s issuance or irrevocable commitment to issue on or before the Closing Date, a standard form Owner’s Policy of Title Insurance (the “Title Policy”, as further defined in Paragraph 8(a) of this Agreement), in the amount of the Purchase Price, insuring Buyer as the fee simple owner of the Real Property to be conveyed hereunder, subject to the Permitted Exceptions.

               (iii) Seller’s representations and warranties contained in this Agreement shall be true and correct in all material respects as of the Closing, and Seller shall have otherwise performed in all material respects its obligations under this Agreement which are required to be performed by Seller prior to the Closing Date.

               (iv) Buyer shall have obtained the Required Consents at least three (3) days prior to Closing; provided, however, that nothing herein shall relieve Buyer from its obligations with respect to the Required Consents under this Agreement, including without limitation, under Paragraph 23(h) of this Agreement.

          (b) Conditions Precedent to Seller’s Obligations. The Closing and Seller’s obligation to consummate the transactions contemplated by this Agreement and the exhibits attached hereto are subject to the satisfaction of the following conditions (which can be waived by Seller, with Limited Partner Consent):

               (i) Buyer’s delivery to Escrow Agent on or before the Closing Date, for disbursement as provided herein, of the Purchase Price (with credit for the Deposit), plus Buyer’s share of costs (as set forth in Paragraph 12 of this Agreement), plus or minus prorations (as set forth in Paragraph 13 of this Agreement) and the other sums, documents and materials described in Paragraph 10(b) of this Agreement.

               (ii) Buyer’s representations and warranties contained in this Agreement shall be true and correct in all material respects as of the Closing, and Buyer shall have otherwise performed in all material respects its obligations under this Agreement which are required to be performed by it prior to the Closing Date.

               (iii) Buyer shall have provided Seller with a copy of each Required Consent at least three (3) days prior to Closing.

               (iv) The Housing Authority shall have provided any required consents or approvals of the transaction contemplated by this Agreement.

               (v) Seller’s mortgage lender shall have provided any required consents or approvals of the transaction contemplated by this Agreement. If the Close of Escrow does not occur due to the failure of the condition set forth in this Paragraph 9(b)(v), then Buyer shall receive a refund of the Deposit and the other provisions of Paragraph 9(c) of this Agreement shall govern.

          (c) Failure of Conditions to Closing. If any of the conditions set forth in Paragraphs 9(a) or 9(b) of this Agreement are not timely satisfied or waived, or if this Agreement is otherwise terminated in accordance with the terms of this Agreement with reference to the provisions of this Paragraph 9(c), then:

               (i) This Agreement and the rights and obligations of Buyer and Seller hereunder shall terminate, and this Agreement shall be of no further force or effect, except for those matters which, by the express terms of this Agreement, survive the termination of this Agreement; and

               (ii) All documents deposited by Buyer shall be promptly returned by or through Escrow Agent to Buyer, and all documents deposited by Seller shall be promptly returned by or through Escrow Agent to Seller; and

               (iii) Except in the event that either Buyer or Seller is in default under this Agreement (in which case the provisions of Paragraph 20 of this Agreement shall apply) or in the event that Seller has an outstanding claim for indemnification under the terms of this Agreement (in which case Escrow Agent shall hold the Deposit and disburse the same as mutually agreed by Buyer and Seller, with Limited Partner Consent), all funds held by Escrow Agent for the benefit of Buyer (including, without limitation, the Deposit) shall be promptly delivered by Escrow Agent to Buyer, and all funds held by Escrow Agent for the benefit of Seller shall be promptly delivered by Escrow Agent to Seller, less, in each case, the amount of any fees and expenses required to be paid by such party under Paragraph 9(d) of this Agreement.

          (d) Fees and Expenses. If this Agreement terminates because of the non-satisfaction of any condition to Closing, the fees and expenses of the Escrow Agent and/or the Title Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Buyer (except in the event that either Buyer or Seller are in default under this Agreement, in which case the defaulting party shall pay the entire amount of such fees and expenses).

     10. Deliveries to Escrow Agent.

          (a) Seller’s Deliveries. Seller hereby covenants and agrees to deliver or cause to be delivered to Escrow Agent, in the number of original counterparts requested by Escrow Agent, on or before the Closing Date the following instruments and documents, the delivery of each of which shall be a condition to Closing:

               (i) Special Warranty Deed. The Special Warranty Deed, duly executed and acknowledged by Seller.

               (ii) Non-Foreign Certificate. A Non-Foreign Certificate, duly executed by Seller (or, where appropriate, Seller’s parent entity) in the form of Exhibit “C” attached hereto.

               (iii) Lease Assignment. The Lease Assignment, duly executed by Seller.

               (iv) General Assignment. The General Assignment, duly executed by Seller.

               (v) Proof of Authority. Such proof of Seller’s authority and authorization to enter into this Agreement and the documents to be executed and delivered in connection herewith, and the transactions contemplated hereby and thereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company.

               (vi) Seller’s Settlement Statement. A statement setting forth the Purchase Price and all prorations, adjustments, debits and credits pursuant to the terms of this Agreement, duly executed by Seller.

               (vii) Rent Roll. An updated rent roll dated within ten (10) business days prior to the Closing.

               (viii) Housing Authority Documents. Any and all documents reasonably required of Seller by the Housing Authority in connection with the Required Consents, duly executed by Seller; provided, however, that Seller shall not be obligated to incur any cost, expense or liability in connection therewith.

          (b) Buyer’s Deliveries. Buyer hereby covenants and agrees to deliver or cause to be delivered to Escrow Agent, in the number of original counterparts requested by Escrow Agent, on or before the Closing Date the following instruments, documents and funds, the delivery of each of which shall be condition to Closing:

               (i) Purchase Price. The entire Purchase Price in accordance with the provisions of Paragraph 4 of this Agreement.

               (ii) Costs; Prorations; Cash Balance. Buyer’s share of costs and expenses as adjusted by the net adjustments, credits, prorations and other amounts due hereunder.

               (iii) Lease Assignment. The Lease Assignment duly executed by Buyer.

               (iv) General Assignment. The General Assignment duly executed by Buyer.

               (v) Tenant Notice Letter. A sample Tenant Notice Letter duly executed by Buyer or Buyer’s management company, which can be delivered to Tenants by either Seller or Buyer.

               (vi) Housing Authority Documents. Any and all documents required of Buyer by the Housing Authority, duly executed by Buyer.

               (vii) Proof of Authority. Such proof of Buyer’s authority and authorization to enter into this Agreement and the documents to be executed and delivered in connection herewith, and the transactions contemplated hereby and thereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Buyer to act for and bind such entity as may be reasonably required by Title Company.

               (viii) Buyer’s Settlement Statement. A statement setting forth the Purchase Price and all prorations, adjustments, debits and credits pursuant to the terms of this Agreement, duly executed by Buyer.

          (c) Other Required Documents. In addition, Buyer and Seller agree to execute such other instruments and documents as may be reasonably required in order to consummate the transactions contemplated in this Agreement and the exhibits attached hereto; provided, however, that such other instruments and documents are consistent with the terms hereof and thereof and are customarily executed and/or delivered in similar transactions. The obligations set forth in this Paragraph 10(c) of this Agreement shall survive Closing and the delivery of the Special Warranty Deed at Closing.

     11. Title Insurance. At the Closing, the Escrow Agent shall direct the Title Company to issue the Title Policy to Buyer in the amount of the Purchase Price, as described in Paragraph 9(a)(ii) of this Agreement. In the event that Buyer desires to obtain (with respect to the Real Property and the Improvements to be conveyed hereunder) an extended coverage owner’s policy of title insurance (“Extended Coverage Title Policy”) and/or any endorsements (“Endorsements”) to the Title Policy for the Real Property to be conveyed hereunder, Buyer shall notify Escrow Agent and Seller within five (5) business days after the Opening of Escrow. Buyer shall be responsible for the payment of the difference between (a) the cost of an Extended Coverage Title

Policy, including any and all Endorsements and (b) the cost of a standard form Owner’s Policy of Title Insurance (“Additional Title Policy Charge”). Buyer shall timely satisfy all additional requirements of the Title Company to the issuance of the Extended Coverage Title Policy and any Endorsements. If the Title Company requires a new Survey as a condition to the issuance of an Extended Coverage Title Policy, Buyer shall timely make the necessary arrangements to engage a surveyor, specify requirements, approve and pay the cost of, and otherwise cause a Survey to be timely obtained at Buyer’s expense. Any such Survey shall be in a form acceptable to remove the survey exception(s) from the Title Policy as required by the Title Company and shall otherwise be in the following form: (i) the Survey shall be made in accordance with the “2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” as jointly established and adopted by American Land Title Association and National Society of Professional Surveyors; (ii) the Survey shall be certified by the surveyor to Seller, Buyer, Buyer’s lender, if any, and the Title Company. If Buyer obtains a Survey, it shall deliver a copy of the Survey to Seller and Title Company. Buyer’s ability to obtain the Extended Coverage Title Policy and/or any Endorsements shall not be a condition to the Closing.

     12. Costs.

          (a) Seller shall pay: (i) all transfer taxes; (ii) one-half (1/2) of all escrow fees and costs; (iii) any document recording charges to record the Special Warranty Deed; and (iv) Seller’s share of prorations (as set forth in Paragraph 13 of this Agreement).

          (b) Buyer shall pay: (i) the cost of the Title Policy, including any Additional Title Policy Charge; (ii) all sales, excise, or similar taxes; (iii) any other document recording charges (i.e. Buyer’s financing documents, etc.); (iv) one-half (1/2) of all escrow fees and costs; (v) Buyer’s share of prorations (as set forth in Paragraph 13 of this Agreement); and (vi) all fees and expenses associated with all consents or other approvals by the Housing Authority of the transactions contemplated by this Agreement and the exhibits attached hereto. In addition, Buyer shall pay one hundred percent (100%) of all costs of Buyer’s due diligence, including, without limitation, all fees due its consultants, advisors and attorneys and all costs and expenses of any Survey or Phase I or other physical or environmental studies or examinations which Buyer desires to obtain, and all lenders’ fees related to any financing to be obtained by Buyer.

          (c) Except as otherwise expressly provided for herein, Buyer and Seller shall each pay their own respective legal and professional fees and fees of other consultants respectively incurred by each of Buyer and Seller.

          (d) All other costs and expenses shall be allocated between Buyer and Seller in accordance with the customary practice of the County.

          (e) The terms set forth in this Paragraph 12 shall survive Closing and the delivery of the Special Warranty Deed at Closing.

     13. Prorations.

          (a) General. Non-Delinquent Rents, revenues, receivables and other income, if any, from the Property, and real estate and personal property taxes and the operating expenses described below affecting the Property shall be prorated as of 11:59 P.M. on the day preceding the Closing. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs. Seller shall be entitled to all third party reimbursements and payments (including, without limitation, all Section 8 and similar payments) which relate to the period prior to the Closing. Buyer shall be entitled to all third party reimbursements and payments (including, without limitation, all Section 8 and similar payments) which relate to periods on or after the Closing. Buyer shall use commercially reasonable efforts to collect Non-Delinquent Rents after the Closing in accordance with its current management practices. If Buyer has not collected Non-Delinquent Rents with respect to one or more Tenants after using commercially reasonable efforts attempting to do so for at least sixty (60) days after the Closing, then Seller shall, within ten (10) business days after Buyer represents and evidences the same to Seller in writing, refund to Buyer the prorated amount of such Non-Delinquent Rents received by Seller from Buyer on the Closing relating to such Tenants. Any leasing commissions with respect to Tenants of the Property as of the Closing shall be the sole responsibility of Seller.

          (b) Taxes and Assessments. All non-delinquent real estate and personal property taxes and assessments on the Property shall be prorated based on the tax bill for the fiscal year in which the Closing occurs. If the tax bill for the current fiscal year is not available, then the proration shall be based on the prior fiscal year’s assessment; and the parties shall reprorate such real estate and personal property taxes and assessments upon the issuance of the final tax bill. If after the Closing, any supplemental real estate and personal property taxes and assessments are assessed against the Property by reason of any event occurring prior to the Closing, or if there is any refund or other reduction in the taxes or assessed value of the Property for any period prior to Closing, then Buyer and Seller shall re-prorate the real estate and personal property taxes and assessments following the Closing. Any delinquent real estate and personal property taxes and assessments on the Property shall be paid at the Closing from funds accruing to Seller.

          (c) Delinquent and Past Due Rents. From and after the Closing, Buyer shall use commercially reasonable efforts to collect, in accordance with its current management practices (but with no obligation to commence litigation to collect such amounts), any rents or other charges under the leases which are delinquent (i.e. more than thirty (30) days past due) as of the Closing. The amounts collected after the Closing from a Tenant shall be applied first to any Non-Delinquent Rents and other charges due as of the Closing, second to any rents and other charges then due for any period from and after the Closing, and third to any Past Due Rents (as defined in this Paragraph 13(c)) as of the Closing in reverse chronological order of the date such amounts became due. As an incentive to Buyer to attempt to collect delinquent rents due to Seller, Seller agrees that Buyer may retain twenty-five percent (25%) of the Past Due Rents which are collected by Buyer after the Closing. For purposes of this Paragraph 13(c), “Past Due Rents” are defined as those rents or other charges which are, upon the Closing, more than sixty (60) days past due. Past Due Rents do not include any Section 8 or similar payments, whether delinquent or not. All Section 8 and similar payments shall be prorated in accordance with Paragraph 13(a) of this Agreement.

          (d) Operating Expenses. All utility service charges for electricity, heat and air conditioning service, other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis as of the Closing Date. Seller shall pay all such expenses that accrue prior to the Closing and Buyer shall pay all such expenses accruing on the Closing and thereafter. To the extent possible, Seller and Buyer shall obtain billings and meter readings as of the Closing to aid in such prorations.

          (e) Service Contracts. Charges and prepayments under the Service Contracts shall be prorated on the basis of the periods to which such Service Contracts relate.

          (f) Tenant Deposits and Prepaid Rents. Upon Closing, Seller shall retain any and all bank accounts, certificates of deposit, or any other cash or Cash Equivalent representing Tenant Deposits and prepaid rents and Buyer shall be credited and Seller shall be debited with an amount equal to the amount of the Tenant Deposits and prepaid rents. Upon the Closing, Buyer shall assume all of Seller’s obligations with respect to the Tenant Deposits and prepaid rents.

          (g) Funds. Buyer shall either (i) cause any person or entity that is holding Funds to return such Funds to Seller; (ii) pay Seller an amount equal to the amount of the Funds held by such person or entity, in which case Buyer shall retain such Funds; or (iii) replace the Funds held by such person or entity, in which case such Funds shall be returned to Seller.

          (h) Rent Ready. Not more than forty-eight (48) hours prior to Closing, a representative of Buyer and Seller shall conduct an onsite walk-through of the then unoccupied rental units on the Property to determine whether any of such unoccupied rental units are in “rent ready” condition. With respect to any rental unit which is vacated on or before five (5) days prior to the Closing, Seller shall, at Seller’s option, either (i) make such unoccupied rental unit into a “rent ready” condition, or (ii) provide Buyer with a credit against the Purchase Price due at Closing, which credit shall be equal to the amount, if any, reasonably required to put said unoccupied rental units in “rent-ready” condition, provided, however, that such credit shall not exceed Five Hundred Dollars ($500.00) per unoccupied rental unit. With respect to any rental unit which is vacated later than five (5) days prior to the Closing, Seller shall have no responsibility or liability to put such unoccupied rental unit into a “rent ready” condition, and Seller shall not have to compensate Buyer if such unit is not “rent ready” as of Closing. “Rent ready” condition shall mean Seller’s current practice of placing units in “rent ready” condition.

          (i) Method of Proration. All prorations shall be made in accordance with customary practice in the County, except as expressly provided herein. Such prorations, if and to the extent known and agreed upon as of the Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer) by increasing or reducing the cash to be paid by Buyer at the Closing. Any such prorations not determined or not agreed upon as of the Closing shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash, as soon as practicable following the Closing, but in no event shall Buyer or Seller have any liability for any claim under this Paragraph 13

made more than twelve (12) months after the Closing. The terms set forth in this Paragraph 13 shall survive Closing and the delivery of the Special Warranty Deed at Closing.

     14. Disbursements and Other Actions by Escrow Agent. On the Closing Date, Escrow Agent shall promptly undertake all of the following in the manner indicated in this Paragraph 14:

          (a) Disbursements. Disburse all funds deposited with Escrow Agent by Buyer in payment of the Purchase Price (and in payment of any adjustments, credits and prorations to be charged to account of Buyer as set forth in Paragraph 13 of this Agreement) as follows:

               (i) Deduct all items chargeable to the account of Seller pursuant to Paragraph 12 of this Agreement.

               (ii) Deduct and disburse payment for obligations of Seller pursuant to Paragraph 8(a) of this Agreement.

               (iii) If, as the result of the adjustments, credits and prorations pursuant to Paragraph 13 of this Agreement, amounts are to be charged to account of Seller, deduct the total amount of such charges.

               (iv) Disburse the remaining balance of the Purchase Price (and any adjustments, credits and prorations) to or at the direction of SHF in immediately available funds.

          (b) Recording. Direct the Title Company to record, the Special Warranty Deed and any other documents required by the Title Company or which the parties hereto may mutually direct to be recorded in the official records of the County and obtain conformed copies thereof for distribution to Buyer and Seller.

          (c) Title Policy. Direct the Title Company to issue the Title Policy to Buyer.

          (d) Delivery of Documents to Buyer. Deliver to Buyer any documents (or copies thereof) deposited with the Escrow Agent by Seller pursuant hereto.

          (e) Delivery of Documents to Seller. Deliver to Seller any documents (or copies thereof) deposited with the Escrow Agent by Buyer pursuant hereto.

     15. Seller’s Representations and Warranties. Seller hereby warrants and represents to Buyer as of the date of this Agreement and as of the Closing Date as follows:

          (a) Seller is a limited partnership duly organized and validly existing under the laws of the State of Ohio.

          (b) Seller has all requisite corporate, company or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The person signing this Agreement on behalf of Seller has the authority to do so.

          (c) Upon execution by all parties thereto, this Agreement and all other agreements, instruments and documents required to be executed or delivered by Seller pursuant hereto have been or (if and when executed) will be duly executed and delivered by Seller, and are or will be the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject only to the effect of bankruptcy, insolvency or similar laws. Other than any approval of Seller’s mortgage lender and the Required Consents from the Housing Authority and such consents as shall have been obtained prior to Closing, to Seller’s actual knowledge, there are no other approvals, authorizations, consents or other actions by or filings which are required to be obtained or completed by Seller in connection with the execution and delivery of this Agreement or any of the exhibits attached hereto at Closing, or the sale of the Property or the consummation of the transactions contemplated hereunder or thereunder.

          (d) The consummation of the transactions contemplated herein and the fulfillment of the terms hereof will not result in a material breach of any of the material terms or provisions of, or constitute a material default under, any material agreement or material document to which Seller is a party or by which it is bound.

          (e) Seller is not a “foreign corporation”, “foreign partnership” or “foreign estate” as those terms are defined in the Code.

          (f) Seller is not a Prohibited Person.

          (g) To Seller’s actual knowledge, as of the date set forth thereon, (i) the rent roll attached hereto as Exhibit “H” (“Rent Roll”) lists all existing Tenant Leases related to the Property, and (ii) the information set forth on the Rent Roll with respect to rent, deposits, delinquencies and credits is true and correct, except for such inaccuracies which are not material when taken in the aggregate. To Seller’s actual knowledge, as of the date set forth thereon, (A) the rent roll to be delivered to Buyer in connection with the Closing will list all then-existing Tenant Leases related to the Property and (B) the information set forth on such rent roll with respect to rent, deposits, delinquencies and credits will be true and correct, except for such inaccuracies which are not material when taken in the aggregate.

          (h) To Seller’s actual knowledge, it has received no written notices during the three (3) years prior to the date of this Agreement from any federal, state or local governmental authority of any zoning, safety, building, fire, environmental or health code violations with respect to the Property which have not been heretofore corrected. To Seller’s actual knowledge, all permits, licenses and occupancy certificates necessary for the operation and occupancy of the Property have been obtained. To Seller’s actual knowledge, Seller is in compliance, in all material respects, with all material state and municipal laws, ordinances and regulations regarding tenant security deposits and the payment of interest thereon. To Seller’s actual knowledge, there are not presently any special assessment actions pending or overtly threatened against the Property. To Seller’s actual knowledge, (i) it has received no written notices from any governmental authority regarding any claims relating to the presence or use of any Hazardous Materials at the Property in violation of any applicable law and (ii) except for Hazardous Materials used in the normal operation of the Property (such as cleaning materials,

toner, etc.), it has not released any Hazardous Materials on or about the Property in violation of any applicable law.

          (i) There is no litigation or proceeding (including, but not limited to, condemnation or eminent domain proceedings, arbitration proceedings or foreclosure proceedings) pending or, to Seller’s actual knowledge, overtly threatened, against the Property except as disclosed to Buyer. Seller has not commenced bankruptcy or insolvency proceedings and, to Seller’s actual knowledge, there are no overtly threatened bankruptcy or insolvency proceedings against Seller or any of its general partners.

          (j) As used in this Agreement, (i) the phrase “to Seller’s actual knowledge” or words of similar import means the actual knowledge, without independent inquiry or duty of investigation, of Hillary B. Zimmerman (who is a senior employee in Seller’s general partner’s organization and is familiar with the operations of the Property) (notwithstanding anything to the contrary set forth in this Agreement, the foregoing individual shall not have any personal liability with respect to any matters set forth in this Agreement or any of Seller’s representations and/or warranties herein being or becoming untrue, inaccurate or incomplete) but shall not include the knowledge, actual or implied, of any direct or indirect partner, principal, affiliate, independent contractor, consultant, property manager, asset manager or agent of Seller, or any employee of any thereof (i.e. Buyer acknowledges and agrees that the knowledge of any of the foregoing parties, including, without limitation, the property manager, shall not be imputed to Seller); and (ii) the phrase “Seller Qualification Matter” means any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any material respect. If, prior to the Closing, to Seller’s actual knowledge, there exists a Seller Qualification Matter, then Seller shall promptly give written notice thereof to Buyer. If, prior to the Closing, Buyer has actual knowledge of or is notified in writing of a Seller Qualification Matter by Seller or otherwise, then (x) Seller’s representations and warranties shall be automatically amended and limited to account for such Seller Qualification Matter, and (y) Buyer shall have, as Buyer’s sole and exclusive remedy therefore (unless such matter is cured, in which case Buyer shall have no remedy therefore), the right to terminate this Agreement prior to Closing by providing written notice thereof to Seller no later than three (3) business days after Buyer has actual knowledge of or is notified in writing of such Seller Qualification Matter (in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern). Notwithstanding anything herein to the contrary, if Buyer does not timely terminate this Agreement per the terms of this Paragraph 15(j), then (A) Seller’s representations and warranties shall be automatically amended and limited to account for such Seller Qualification Matter, (B) Buyer shall be deemed to have waived Buyer’s right to pursue any remedy for breach of the representation or warranty made untrue on account of such Seller Qualification Matter and (C) the parties shall proceed to the Closing.

          (k) Seller shall indemnify and hold Buyer harmless from and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages and losses suffered by Buyer as a result of any breach of warranty or representation made by Seller in this Paragraph 15 (except as provided in Paragraph 15(j) of this Agreement); provided, however, that the representations, warranties and indemnities set forth in this Paragraph 15 shall survive Closing and the delivery of the Special Warranty Deed at Closing for a period of six (6) months after the

Closing and in no event shall Seller have any liability under this Paragraph 15 for any claim made after such period.

     16. Buyer’s Representations and Warranties. Buyer hereby warrants and represents to Seller as of the date of this Agreement and as of the Closing Date as follows:

          (a) Purchaser is a corporation duly organized and validly existing under the laws of the State of California. As of the Closing Date, Buyer will be qualified to transact business in the State.

          (b) Buyer has all requisite corporate, company or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The person signing this Agreement on behalf of Buyer has the authority to do so.

          (c) Upon execution by all parties thereto, this Agreement and all other agreements, instruments and documents required to be executed or delivered by Buyer pursuant hereto have been or (if and when executed) will be duly executed and delivered by Buyer, and are or will be the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, subject only to the effect of bankruptcy, insolvency or similar laws. Other than the Required Consents from the Housing Authority and such consents as shall have been obtained prior to Closing, to Buyer’s actual knowledge, there are no other approvals, authorizations, consents or other actions by or filings which are required to be obtained or completed by Buyer in connection with the execution and delivery of this Agreement or any of the exhibits attached hereto at Closing, or the sale of the Property or the consummation of the transactions contemplated hereunder or thereunder.

          (d) The consummation of the transactions contemplated herein and the fulfillment of the terms hereof will not result in a material breach of any of the material terms or provisions of, or constitute a material default under, any material agreement or material document to which Buyer is a party or by which it is bound.

          (e) Buyer is not a Prohibited Person.

          (f) The written financial information, if any, delivered by Buyer (or any affiliate of Buyer, or any of their attorneys, accountants, or officers) to Seller, Seller’s general partner or SHF regarding Buyer is not misleading and is true and correct in all material respects.

          (g) To Buyer’s actual knowledge, there are no actions, suits or proceedings pending or overtly threatened against Buyer which would prevent Buyer from acquiring the Property in accordance with the terms of this Agreement.

          (h) Buyer shall indemnify and hold Seller harmless from and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages and losses suffered by Seller as a result of any breach of warranty or representation made by Buyer in this Paragraph 16; provided, however, that the representations, warranties and indemnities set forth in this Paragraph 16 shall survive Closing and the delivery of the Special Warranty Deed at Closing for

a period of six (6) months after the Closing and in no event shall Buyer have any liability under this Paragraph 16 for any claim made after such period.

     17. AS-IS, WHERE IS, AND WITH ALL FAULTS CONDITION.

          (a) Buyer does hereby acknowledge, represent, warrant and agree, to and with Seller, that (i) Buyer is purchasing the Property in an “AS IS, WHERE IS, AND WITH ALL FAULTS” condition with respect to any facts, circumstances, conditions and defects of all kinds; (ii) Seller has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate Buyer for same; (iii) Buyer is and will be relying strictly and solely upon the advice and counsel of its own agents and officers and such physical inspections, examinations and tests of the Property as Buyer deems necessary or appropriate under the circumstances, and Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (iv) Buyer has had and will have, pursuant to this Agreement, an adequate opportunity to make such legal, factual and other inquiries and investigations as Buyer deems necessary, desirable or appropriate with respect to the Property; (v) except as otherwise expressly provided in this Agreement, Seller is not making and has not made any warranty or representation with respect to the Property as an inducement to Buyer to enter into this Agreement and thereafter to purchase the Property, or for any other purpose; and (vi) by reason of all of the foregoing, from and after the Closing, Buyer shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the physical and other conditions of the Property and/or the operation of the Property, regardless of whether the same is capable of being observed or ascertained.

          (b) EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 15 OF THIS AGREEMENT, SELLER HAS NOT, DOES NOT AND WILL NOT, WITH RESPECT TO THE PROPERTY, MAKE ANY REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION OR MERCHANTABILITY, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR OPERATING POTENTIAL OF THE PROPERTY.

          (c) Except with respect to actions arising from a breach by Seller of its express representations and warranties contained in Paragraph 15 of this Agreement, notwithstanding any provision of this Agreement and the exhibits attached hereto to the contrary, Buyer hereby releases Seller from any liability, claims, damages, penalties, costs, fees, charges, losses, causes of action, demands, expenses of any kind or nature or any other claim it has or may have against Seller resulting from the presence, removal or other remediation of “Hazardous Materials” (as hereinafter defined) on or under the Real Property or which has migrated from adjacent lands to the Real Property or from the Real Property to adjacent lands.

          (d) The term “Hazardous Materials” shall mean asbestos, any petroleum fuel and any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the state where the Property is located or the United States Government, including, but not limited to, any material or substance defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,”

“hazardous material” or “toxic pollutant” under state law and/or under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq.

          (e) BUYER AGREES THAT, IF AT ANY TIME AT OR AFTER CLOSING, A CONDOMINIUM MAP, DECLARATION OF CONDOMINIUM OWNERSHIP OR OTHER DEVICE FOR THE PURPOSE OF CREATING FRACTIONALIZED OWNERSHIP IS MADE EFFECTIVE WITH RESPECT TO THE PROPERTY (BY BUYER OR ANY AFFILIATE THEREOF), BUYER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND EACH OF ITS DIRECT AND INDIRECT PARTNERS AND PRINCIPALS AND THEIR RESPECTIVE AFFILIATES (INCLUDING ANY CONTRACTOR) FROM AND AGAINST ANY CLAIM MADE BY ANY OWNER OR OCCUPANT OF A RESIDENTIAL UNIT IN THE PROPERTY OR ANY OWNERS’ ASSOCIATION OR SIMILAR ENTITY ACTING ON BEHALF OF UNIT OWNERS, AS WELL AS ALL RELATED LOSS, DAMAGE, LIABILITY, OBLIGATION, SUIT, CAUSE OF ACTION, JUDGMENT, SETTLEMENT, PENALTY, FINE OR COST OR EXPENSE (INCLUDING FEES AND DISBURSEMENTS OF ATTORNEYS AND OTHER PROFESSIONALS AND COURT COSTS). BUYER’S OBLIGATIONS UNDER THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE BASIS OF A CLAIM, AND SHALL EXTEND TO, AMONG OTHERS, CLAIMS BASED ON NEGLIGENCE ON THE PART OF SELLER OR ITS AFFILIATES (INCLUDING CONTRACTOR) OR ANY WARRANTY, INCLUDING WARRANTIES OF HABITABILITY, MERCHANTABILITY, WORKMANLIKE CONSTRUCTION AND FITNESS FOR USE OR ACCEPTABILITY FOR THE INTENDED PURPOSE. NOTHING HEREIN SHALL PERMIT BUYER TO TAKE ANY ACTION WHICH CONFLICTS WITH PARAGRAPH 23 OF THIS AGREEMENT.

          (f) The provisions of this Paragraph 17 shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

     18. Closing. The purchase and sale of the Property shall be consummated (the “Closing”) on or before the thirtieth (30^th) day after the later of (x) the date Buyer and/or Seller obtains all Required Consents (each party shall promptly notify each other party to this Agreement and the Escrow Agent upon receipt of same) and (y) the Contingency Expiration Date, but in no event shall the Closing occur later than April 12, 2011 (the “Outside Closing Date”), time being of the essence. The Closing shall take place at the offices of the Escrow Agent, or via an escrow administered by the Escrow Agent pursuant to escrow instructions mutually agreed upon among the parties and consistent with the terms of this Agreement. Buyer is entitled to extend the Outside Closing Date for a period of up to thirty (30) days following the Outside Closing Date as originally set forth in the first sentence of this Paragraph 18; provided, however, that Seller and Escrow Agent shall receive written notice (the “Extension Notice”) of Buyer’s election to extend the Outside Closing Date on or before five (5) business days prior to the Outside Closing Date set forth in the first sentence of this Paragraph 18. Seller is entitled to extend the Outside Closing Date for a period of up to thirty (30) days following the Outside Closing Date set forth in the first sentence of this Paragraph 18 (or following such later date as Buyer may have extended such date pursuant to a valid Extension Notice) by providing written notice thereof to Buyer and Escrow Agent on or before three (3) days prior to such Outside Closing Date.

     19. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered (including by means of professional messenger service) or sent by registered or certified mail, postage prepaid, return receipt requested, or by a nationally recognized overnight courier service that provides tracing and proof of receipt of items mailed or by facsimile transmission followed by delivery of a hard copy. Such notices or other communications shall be deemed received: (1) if personally delivered, when so personally delivered, (2) if sent by mail, two business days after deposited with the United States postal service, (3) if sent by overnight courier service, the business day after deposited with such service or (4) if sent by facsimile, when transmitted (with proof of transmission).

To Seller:		Arbor Pointe, L.P.
		c/o McCormack Baron Salazar, Inc.
		720 Olive Street, Suite 2500
		St. Louis, Missouri 63101
		Attn: Hillary Zimmerman
		Fax No.: (314)  ###-###-####
With a copy to:		SunAmerica Affordable Housing Partners
		1 SunAmerica Center, 36th Floor
		Los Angeles, California 90067-6022
		Attn: Thomas Musante
		Fax: (310) 772-6794
And with a copy to:		Bouza, Klein & Kaminsky
		950 S. Flower Street, Suite 100
		Los Angeles, California 90015
		Attn: Joseph S. Klein, Esq.
		Fax: (213) 488-1316
To Buyer:		Steadfast Asset Holdings, Inc.
		18100 Von Karman, Suite 500
		Irvine, California 92612
		Attn: Ana Marie del Rio, Esq.
		Fax No.: (949)  ###-###-####
With a copy to:		Katten Muchin Rosenman LLP
		2900 K Street NW, North Tower — Suite 200
		Washington, DC 20007-5118
		Attn: Virginia Davis, Esq.
		Fax: (202)  ###-###-####
To Escrow Agent:		Chicago Title Insurance Company
		2001 Bryan Street, Suite 1700
		Dallas, Texas 75201
		Attn: Shannon Bright
		Fax: (214) 965-1627

     Notice of change of address shall be given by written notice in the manner detailed in this Paragraph 19.

     20. Default. If either party defaults in its obligation to complete the transaction contained in this Agreement, the parties agree to the following remedies:

          (a) Breach by Seller. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY SELLER, WHICH BREACH IS NOT CURED WITHIN TEN (10) BUSINESS DAYS AFTER SELLER RECEIVES WRITTEN NOTICE THEREOF FROM BUYER, SUCH BREACH SHALL CONSTITUTE A DEFAULT UNDER THIS AGREEMENT AND BUYER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND BE RELEASED FROM ITS OBLIGATION TO PURCHASE THE PROPERTY FROM SELLER. IN THE EVENT OF TERMINATION OF THIS AGREEMENT UNDER THIS PARAGRAPH 20(a), BUYER SHALL, AS BUYER’S SOLE AND EXCLUSIVE REMEDY THEREFORE, BE ENTITLED TO A REFUND OF THE DEPOSIT AND TO RECOVER BUYER’S REASONABLE AND ACTUAL OUT-OF-POCKET COSTS (DOCUMENTED BY PAID INVOICES TO THIRD PARTIES) INCURRED WITH RESPECT TO THIS AGREEMENT, THE TRANSACTION DESCRIBED HEREIN AND THE DUE DILIGENCE PERFORMED IN CONNECTION HEREWITH, NOT TO EXCEED $150,000.00 IN THE AGGREGATE. EXCEPT AS SET FORTH IN THIS PARAGRAPH 20(a), BUYER SHALL HAVE NO RIGHT TO RECEIVE ANY EQUITABLE RELIEF. BUYER EXPRESSLY WAIVES ANY RIGHT UNDER THE LAW OF THE STATE OR AT COMMON LAW OR OTHERWISE TO RECORD A LIS PENDENS OR A NOTICE OF PENDENCY OF ACTION OR SIMILAR NOTICE AGAINST ALL OR ANY PORTION OF THE PROPERTY IN CONNECTION WITH ANY ALLEGED DEFAULT BY SELLER HEREUNDER. NOTWITHSTANDING THE FOREGOING, IF SELLER SHALL BREACH THIS AGREEMENT SOLELY BY FAILING TO DELIVER ANY OF THE DOCUMENTS SET FORTH IN PARAGRAPH 10(a) OF THIS AGREEMENT AND BUYER HAS TIMELY PERFORMED ALL OF ITS COVENANTS AND CONDITIONS UNDER THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, DEPOSITING THE PURCHASE PRICE INTO ESCROW) AND IS OTHERWISE PREPARED TO CLOSE THIS TRANSACTION, THEN, AND ONLY THEN, BUYER SHALL BE ENTITLED TO ELECT THE ALTERNATIVE REMEDY OF SPECIFIC PERFORMANCE. THE FOREGOING OPTIONS ARE MUTUALLY EXCLUSIVE AND ARE THE SOLE AND EXCLUSIVE RIGHTS AND REMEDIES AVAILABLE TO BUYER AT LAW OR IN EQUITY IN THE EVENT OF A SELLER BREACH OF OR DEFAULT UNDER THIS AGREEMENT PRIOR TO THE CLOSING. NOTWITHSTANDING THE FOREGOING, BUYER SHALL BE CONCLUSIVELY AND IRREVOCABLY DEEMED TO WAIVED THE REMEDY OF SPECIFIC PERFORMANCE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN THE COUNTY AND STATE IN WHICH THE PROPERTY IS LOCATED ON OR BEFORE SIXTY

(60) DAYS FOLLOWING THE OUTSIDE CLOSING DATE OR EARLIER DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED.

          (b) Breach by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY BUYER, WHICH BREACH IS NOT CURED WITHIN TEN (10) BUSINESS DAYS AFTER BUYER RECEIVES WRITTEN NOTICE THEREOF FROM SELLER OR SHF, SUCH BREACH SHALL CONSTITUTE A DEFAULT UNDER THIS AGREEMENT AND SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER AS A RESULT OF SUCH BREACH. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), THE AMOUNT OF THE DEPOSIT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. BUYER HEREBY AUTHORIZES AND INSTRUCTS ESCROW AGENT TO DISBURSE THE DEPOSIT TO SELLER THIRTY (30) DAYS FOLLOWING NOTICE OF A BREACH AS SET FORTH IN THIS PARAGRAPH 20(b) UNLESS (i) SELLER (WITH LIMITED PARTNER CONSENT) AND BUYER OTHERWISE AGREE IN WRITING OR (ii) BUYER OBTAINS THE ORDER OF A COURT OF COMPETENT JURISDICTION PREVENTING ESCROW AGENT FROM MAKING SUCH DISBURSEMENT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE LAW OF THE STATE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE LAW OF THE STATE. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW AGENT AND EXCEPT FOR THOSE MATTERS WHICH, BY THE EXPRESS TERMS OF THIS AGREEMENT, SURVIVE THE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SELLER’S RIGHT TO OBTAIN LIQUIDATED DAMAGES SHALL IN NO EVENT LIMIT SELLER’S RIGHT TO ENFORCE AND COLLECT UPON ANY INDEMNIFICATION RIGHTS AFFORDED UNDER THIS AGREEMENT.

		DD				HBZ
		PURCHASER’S INITIALS				SELLER’S INITIALS

     21. Damage, Destruction or Condemnation. If prior to the Closing, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including, but not limited to, any flood, accident or other casualty which, according

to Seller’s good faith estimate (the “Estimate”), would cost, with respect to the Property, more than the Threshold Amount to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Agent within ten (10) days after Buyer’s receipt of Seller’s written Estimate of the amount of such cost or the scope of any taking, to either (a) terminate this Agreement, in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern, or (b) accept the Property in its then condition and proceed with the Closing, in which case Buyer shall receive a credit against the Purchase Price equal to the amount of the deductible under Seller’s insurance policies (to the extent not satisfied by Seller prior to Closing), and Seller shall assign to Buyer its rights to any insurance proceeds or condemnation award received as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to terminate this Agreement. In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer shall not have the option to terminate this Agreement, and the parties shall proceed to the Closing, in which case Buyer shall, (x) in the event of a casualty to the Property, receive a credit against the Purchase Price equal to the amount of the deductible under Seller’s insurance policies (to the extent not satisfied by Seller prior to Closing) (or the Estimate amount if such casualty is not covered by Seller’s insurance policy), and Seller shall assign to Buyer its rights to any insurance proceeds received as a result of such event and (y) in the event of a condemnation relating to the Property, Seller shall assign to Buyer its rights to any condemnation award received as a result of such event.

     22. Brokerage. Buyer and Seller warrant that they have had no dealings with any real estate brokers in connection with the transaction set forth herein other than Broker. Seller shall pay Broker a commission pursuant to a separate agreement. Seller shall not be responsible for any commissions, finder’s fees or similar compensation to any other broker or similar person. Buyer shall have the right, but not the obligation, to utilize the services of a real estate broker other than Broker; provided, however, that Buyer shall be solely responsible for the payment of any and all commissions, finder’s fees or similar compensation to such broker that Buyer might employ. Seller and Buyer each warrant to the other that, except for the Broker, neither has dealt with or engaged any other brokers, realtors, finders or agents in connection with the negotiation of this Agreement. Seller and Buyer shall defend, indemnify and hold each other harmless from any cost or liability for any compensation, commission or charges claimed by any other brokers, realtors, finders or agents claiming by, through or on behalf of the respective indemnitor. This covenant shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

     23. Tax Credits.

          (a) Tax Credits and Affordability Requirements. Seller acquired, developed, owned and operated the Property as a project intended to generate tax credits (“Tax Credits”), including, without limitation, low-income housing tax credits under Section 42 of the Code and the Treasury Regulations promulgated thereunder (collectively, “Section 42”). The Property is subject to regulatory and other agreements recorded against the Real Property and relating to

income, rent or other affordable housing restrictions (collectively referred to as the “Regulatory Agreements”). In order to maintain and preserve the Tax Credits, the Property must be operated in compliance with the Regulatory Agreements and all applicable rules, procedures, regulations, guidelines and other requirements under Section 42 and all other applicable federal, state or local affordable housing laws, regulations and other requirements relating to the Property (collectively, the “Tax Credit Laws”). Buyer acknowledges that the failure to operate the Property in compliance with the Regulatory Agreements and Tax Credit Laws may cause the recapture (and/or related liability) of all or a portion of such Tax Credits and/or result in other significant damages and economic loss related to the Tax Credits.

          (b) Covenants. Buyer hereby covenants to Seller that, from and after Closing, Buyer, at its sole cost and expense and for the duration of all applicable time periods, shall (x) assume, undertake and cause to be performed all of the obligations under the Regulatory Agreements and the Tax Credit Laws applicable to the Property, including, without limitation, all ownership and operating restrictions and all tenant qualification and rent restrictions applicable to the Property, and (y) make timely, accurate and complete submissions of all reports to governmental agencies and any other reports reasonably required to be delivered with respect to the Property pursuant to the Tax Credit Laws, the Regulatory Agreements and any other documents or regulations related to the Tax Credits (including, without limitation, any applicable Housing Authority monitoring requirements). Upon Seller’s reasonable request, Buyer shall deliver to Seller copies of any back-up or supporting documentation in Buyer’s possession or control relating to any obligation of Buyer under this Paragraph 23.

          (c) Indemnification. As a material inducement for Seller to enter into this Agreement, Buyer hereby agrees to indemnify and hold Seller and its direct and indirect partners, principals, affiliates, and all of their respective employees, agents and asset managers (collectively, the “Seller Indemnified Parties”) free and harmless from: (i) the amount of any recapture of any Tax Credits; (ii) any penalties, interest or other claims by the IRS or any other governmental agency in connection with the Tax Credits; and (iii) any liabilities, claims, damages, penalties, costs, fees, charges, losses, causes of action, demands, and expenses of any kind or nature, including attorneys’ and accountants’ fees (collectively “Losses”), which Losses are related to, arise out of or are in any way connected with (A) the breach of any of the covenants in this Paragraph 23; (B) the violation of any Regulatory Agreement; or (C) any failure to maintain ownership, use and operation of the Property in accordance with the Tax Credit Laws; provided, however, that the indemnity set forth in this Paragraph 23(c) shall not apply to any Prior Noncompliance to the extent provided in Paragraph 23(f) of this Agreement.

          (d) Further Covenants. Notwithstanding anything to the contrary contained herein, following any sale, transfer or other conveyance of any or all of the interests in the Property, directly or indirectly, Buyer shall remain directly liable to the Seller Indemnified Parties and shall not be released from any obligations to the Seller Indemnified Parties under this Paragraph 23, whether accruing before or after the date of such sale, transfer or other conveyance.

          (e) [reserved]

          (f) Prior Non-Compliance. Except as otherwise set forth in this Paragraph 23, Buyer shall have no obligations or liabilities to the Seller Indemnified Parties, whether to indemnify, perform covenants, or to pay any damages, costs, or expenses, with respect to any noncompliance with any Regulatory Agreement or with the Tax Credit Laws, to the extent such noncompliance occurred prior to Closing (“Prior Noncompliance”). Buyer shall promptly notify Seller of any Prior Noncompliance of which it becomes aware. Notwithstanding anything to the contrary set forth herein, Buyer agrees to reasonably cooperate and/or jointly undertake with Seller, at Seller’s expense, any corrective action Seller determines is necessary to remedy the Prior Noncompliance or to mitigate Seller’s liability with respect thereto, including, without limitation, allowing Seller and its Representatives to have access to the Property and the Property files and to communicate directly with the tenants and other appropriate persons as to any such matters.

          (g) Covenant Regarding Change of Status. Buyer hereby covenants that it shall not, prior to Closing, contact any federal, state or local governmental or quasi-governmental authority, tenant, tenant association, tenant’s rights group, or similar person or organization, regarding the feasibility or possibility of changing the status of the Property from an affordable housing project as currently operated, or modifying any Regulatory Agreement, whether any such change would occur prior to or after the expiration of the Tax Credits, or in any way indicate the intention to do the same. Any breach of this covenant by Buyer, whether occurring before or after the date of this Agreement, shall constitute a default hereunder by Buyer, in which event Seller (with Limited Partner Consent) may elect to terminate this Agreement by delivering notice to Buyer and Escrow Agent of such election, whereupon this Agreement shall be terminated and the Deposit shall be retained by Seller (and the other provisions of Paragraphs 9(c) and 20(b) of this Agreement shall govern).

          (h) Regulatory Approval.

               (i) Buyer’s Obligations. In connection with all Required Consents, including, without limitation, the consent and approval of the Housing Authority, Buyer covenants to timely: (x) pay all fees and costs required by the Housing Authority in connection with such consents and approvals; and (y) deliver all documents, certifications, information, representations, agreements and other materials reasonably required to obtain such Required Consents. Buyer shall timely (and in any event within fifteen (15) days after the Opening of Escrow) file all applications required by the Housing Authority for its consent and approval to the transactions contemplated herein and shall promptly respond to all additional requests of the Housing Authority for additional information. Buyer shall use its good faith and commercially reasonable efforts to timely obtain all Required Consents. Buyer shall keep Seller timely informed of the consent process and the status of its efforts. Seller shall reasonably cooperate with Buyer’s efforts to obtain the Required Consents but Seller shall not be obligated to incur any cost, expense or liability in so doing and Buyer shall indemnify Seller as set forth in Paragraph 7(d) of this Agreement in connection with such efforts.

               (ii) Failure to Obtain Consent. In the event all Required Consents have not been obtained at least two (2) days prior to the Outside Closing Date (as the same may

be extended in accordance with the terms of Paragraph 18 hereof), this Agreement shall be terminated (in which case the provisions of Paragraph 9(c) of this Agreement shall govern).

          (i) Third Party Beneficiary. The provisions of this Paragraph 23 shall inure to the benefit of both Seller and SHF (which is expressly made a third party beneficiary of this Agreement and the exhibits attached hereto, with the right to take direct action hereon and to exercise any rights or remedies afforded to Seller hereunder), and each of their respective successors and assigns, and shall bind the heirs, executors, administrators, successors and assigns of Buyer.

          (j) Survival. The provisions of this Paragraph 23 shall survive Closing and the delivery of the Special Warranty Deed at Closing.

     24. Miscellaneous.

          (a) Partial Invalidity. If any term or provision of this Agreement or the exhibits attached hereto or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the exhibits attached hereto, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement and the exhibits attached hereto shall be valid and shall be enforced to the fullest extent permitted by law.

          (b) No Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

          (c) Successors and Assigns. This Agreement and the exhibits attached hereto shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

          (d) Entire Agreement. This Agreement (including all exhibits attached hereto) is the final expression of, and contains the entire agreement among, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. Neither this Agreement nor any of the other documents to be executed hereunder may be modified, changed, supplemented or terminated, nor may any obligations hereunder or thereunder be waived, except by written instrument signed by the party to be charged (and in the event Seller is to be charged, with Limited Partner Consent) or as otherwise expressly permitted herein. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto and their permitted successors and assigns.

          (e) Time of Essence. The parties hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision of this Agreement and that failure to timely perform any of the terms, conditions, obligations or

provisions of this Agreement by either party shall constitute a material breach of and a non-curable (but waivable in accordance with Paragraph 24(d) of this Agreement) default under this Agreement by the party so failing to perform.

          (f) Construction. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement and the exhibits attached hereto, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement and the exhibits attached hereto shall not be construed as if they had been prepared by one of the parties, but rather as if all parties had prepared the same. Unless otherwise indicated, all references to paragraphs and subparagraphs are to this Agreement.

          (g) Governing Law. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the State. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State. Any dispute arising under this Agreement or the documents referred to herein will be adjudicated exclusively in the courts of the State with venue in the County.

          (h) Non-Binding. No party shall have any legal rights or obligations with respect to any other party, and no party should or may take any action or fail to take any action in detrimental reliance, unless and until this Agreement is executed by all of the parties hereto.

          (i) Exhibits. All exhibits referred to in this Agreement are attached hereto and are fully incorporated herein by this reference as though set forth at length herein.

          (j) Assignment. Buyer shall not assign its rights under this Agreement. Notwithstanding the foregoing sentence, prior to Closing Purchaser may assign its rights under this Agreement to a Permitted Assign; provided, however, that such assignee shall assume all of Purchaser’s obligations under this Agreement; provided, further, that Purchaser shall remain jointly and severally liable with its Permitted Assign for all obligations of Buyer under this Agreement and under the documents to be executed and delivered in connection herewith. This Agreement and the documents to be executed and delivered hereunder may be assigned by Seller to any affiliate of any partner of Seller. Notwithstanding any assignment or any other provision of this Agreement to the contrary, in no event shall Buyer be released from any of its obligations under this Agreement and/or the exhibits attached hereto, including, without limitation, the indemnification obligations under Paragraph 23(c) of this Agreement.

          (k) Counterparts. This Agreement may be executed in counterparts, each of which shall constitute a separate document but all of which together shall constitute one and the same agreement. Signature pages may be detached and reattached to physically form one document. This Agreement may be executed by facsimile or electronic (scanned) signature.

          (l) Further Assurances. To the extent consistent with the terms of this Agreement and customarily executed and/or delivered in similar transactions, Buyer and Seller will make, execute, and deliver such documents and undertake such other and further acts as may be reasonably necessary to complete the transaction contemplated herein.

          (m) Third Party Beneficiary. Except for SHF, which is expressly made a third party beneficiary of this Agreement, no term or provision of this Agreement or the documents to be executed and delivered hereunder is intended to be, nor will any such term or provision be construed to be, for the benefit of any person, firm, corporation or other entity not a party hereto (including, without limitation, any broker), and no other person, firm, corporation or entity will have any right or cause of action hereunder.

          (n) No Recording. The provisions of this Agreement will not constitute a lien on the Property and neither this Agreement nor any notice or memorandum of this Agreement will be recorded by Buyer.

          (o) Business Days. If, under the terms of this Agreement, the time for the performance of any act, giving of notice, or making any payment falls on a Saturday, Sunday, or legal holiday, such time for performance shall be extended to the next succeeding business day.

          (p) Limited Partner of Seller. Buyer acknowledges that each limited partner (“Limited Partner”) of Seller, including, without limitation, SHF, is a limited partner of Seller and, therefore, does not have any personal liability for Seller’s obligations. Even though any such Limited Partner may have been involved in the preparation, negotiation and consummation of this Agreement and the exhibits attached hereto, such involvement does not, in any manner whatsoever, modify or change any such Limited Partner’s status as a limited partner of Seller. Buyer has no claim against any Limited Partner (or any of its direct or indirect partners, principals, asset managers, contractors, agents, affiliates, successors or assigns) for the obligations of Seller hereunder.

          (q) 1031 Exchange. Any party may consummate the purchase or sale (as applicable) of the Real Property to be conveyed hereunder as part of a so-called like-kind exchange (an “Exchange”) pursuant to Section 1031 of the Code, as amended; provided, however, that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (ii) any assignment of this Agreement necessary to effect its Exchange shall comply with all of the terms of this Agreement; (iii) no party shall be required to take an assignment of any agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; (iv) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange; and (v) the non-exchanging party shall not incur any liabilities. No party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with Section 1031 of the Code. Subject to the provisions of this Paragraph 24(q), each party shall cooperate with the other party in effecting an Exchange.

     (r) Confidentiality. Buyer shall treat this Agreement and the Property Files as confidential in all respects and shall not disclose the existence of this Agreement, the terms of this Agreement, the Property Files or the results of its due diligence under this Agreement without the advance written consent of Seller, except for (i) disclosure only to the extent reasonably necessary to Buyer’s Representatives in connection with the transactions contemplated hereby or, after the Closing Date, for the operation of the Property; (ii) disclosure required by law or by regulators, including in response to a subpoena or similar process or as part of a filing required to be made under securities laws; (iii) disclosure in connection with litigation to enforce the terms of this Agreement; (iv) disclosure by a party required to satisfy a condition precedent to Closing; and (v) after the Closing Date, the fact of the purchase of the Property, the Purchase Price, the identity of the Seller (but not the members thereof) and other publicly available information.

     (s) SHF Consent. Notwithstanding anything contained herein to the contrary, Seller cannot, without first obtaining Limited Partner Consent: (a) amend this Agreement; (b) waive any rights Seller may have under this Agreement; (c) incur any non-customary charges or expenses in connection with the transactions contemplated by this Agreement and/or (d) incur any additional liabilities (except as expressly contemplated hereunder) in connection with the transactions contemplated by this Agreement. In addition, if the consent of Seller is required under this Agreement and/or requested of Seller, Seller shall not grant such consent without first obtaining Limited Partner Consent.

      (t) Survival. The provisions of this Paragraph 24 shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

      (u) Merger. All provisions of this Agreement (except for the terms of this Agreement which expressly survive Closing and the delivery of the Special Warranty Deed at Closing) shall merge into the Special Warranty Deed with the delivery of the Special Warranty Deed, and the delivery of the Special Warranty Deed to Buyer shall constitute the full performance of Seller under this Agreement.

     (v) Record Access and Retention. To the extent Seller possesses or controls the same, prior to Closing, Seller shall use commercially reasonable efforts to provide Buyer with copies of, or reasonable access to, such factual information as may be reasonably requested by Buyer in connection with an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar year (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer shall be responsible to engage the auditor and to pay all costs associated with such audit. Notwithstanding anything in this Paragraph 24(v) to the contrary, Seller shall not have or be required to incur any cost, expense or liability in connection with such audit.

<Parties’ Signatures On Next Page>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

SELLER:

Arbor Pointe, L.P., an Ohio limited partnership

Signature page for REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW
INSTRUCTIONS dated as of February 16, 2011 by and between Arbor Pointe, L.P., an Ohio
limited partnership and Steadfast Asset Holdings, Inc., a California corporation

ACCEPTANCE BY CHICAGO TITLE INSURANCE COMPANY

     Chicago Title Insurance Company, referred to in this Agreement as the “Escrow Agent” and “Title Company,” hereby acknowledges receipt of the Initial Deposit in the amount of One Hundred Thousand Dollars ($100,000.00), together with a fully executed copy of this Agreement. Chicago Title Insurance Company certifies that it has received and understands this Agreement and hereby accepts the obligations of the Escrow Agent and the Title Company as set forth herein, including, without limitation, its agreement to hold the Deposit and disburse same, in strict accordance with the terms and provisions of this Agreement.

Date: February 16, 2011

SCHEDULE OF EXHIBITS

EXHIBIT A		Legal Description
EXHIBIT B		Form of Special Warranty Deed
EXHIBIT C		Form of FIRPTA Certificate
EXHIBIT D		Form of Assignment and Assumption of Leases
EXHIBIT E		Form of General Assignment and Bill of Sale
EXHIBIT F		Form of Tenant Notice Letter
EXHIBIT G		[reserved]
EXHIBIT H		Rent Roll
EXHIBIT I		List of Property Files
EXHIBIT J		[reserved]

EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY

Located in Jefferson County, Kentucky:

Being all of Residual Tract “13R” as shown on approved Minor Subdivision Plat bearing Docket #126-93 attached to and made a part of instrument recorded in Deed Book 6330, page 761, in the Office of the Clerk of Jefferson County, Kentucky.

Being the same property conveyed to Arbor Pointe Limited Partnership, an Ohio limited partnership, by Deed dated December 7, 1993, recorded in Deed Book 6391, Page 693, in the Office of the Clerk of Jefferson County, Kentucky.

EXHIBIT “B”
[FORM OF]
Special Warranty Deed

     THIS DEED is made and entered into as of                     , 2011, between

Arbor Pointe, L.P., an Ohio limited partnership
c/o McCormack Baron Salazar, Inc.
720 Olive Street, Suite 2500
St. Louis, Missouri 63101
Attn: Hillary Zimmerman

(“Grantor”)

and

Attn:                     

(“Grantee”).

WITNESSETH

     For a total consideration of                      Dollars ($                    .00), the receipt and sufficiency of which are acknowledged, Grantor grants and conveys to Grantee in fee simple with covenant of Special Warranty the real property located in Jefferson County, Kentucky, and more particularly described on EXHIBIT A attached hereto and made a part hereof (the “Property”).

     Grantor covenants and warrants specially the Property and will forever warrant and defend the Property against the claims and demands of Grantor and all persons claiming by, through or under Grantor, but not otherwise. This conveyance is made subject to all (i) easements, restrictions and stipulations of record, (ii) governmental laws, ordinances and regulations affecting the Property and (iii) liens for real property taxes and assessments due and payable in 2011 and thereafter, which Grantee assumes and agrees to pay.

     For purposes of KRS 382.135, Grantor and Grantee, by execution of this Deed, certify that the consideration reflected in this Deed is the full consideration paid for the Property.

     For purposes of KRS 382.135, the in-care-of address to which the property tax bill for 201_ may be sent to is: c/o                     , a                     ,                     ; Attn: ___________.

     IN WITNESS WHEREOF, Grantor and Grantee have executed this Deed as of the date first set forth above but actually on the dates set forth below.

GRANTOR:

Arbor Pointe, L.P., an Ohio limited partnership

Date:                     , 2011

GRANTEE:

                    

	By:
	Name:
	Title:

Date:                     , 2011

This Deed Prepared By:
Joseph S. Klein, Esq.
Bouza, Klein & Kaminsky
950 S. Flower Street, Suite 100
Los Angeles, California 90015
When Recorded Return to:

[CONFORM FORM OF NOTARY TO LOCAL LAW]

STATE OF                     )
: ss.
COUNTY OF                     )

The foregoing instrument was acknowledged before me this ______ day of                     , 20____ by                     . He or she is personally known to me or has produced                      as identification and did (did not) take an oath.

                                                                                  
NOTARY PUBLIC
Residing at:                                                              

My Commission Expires:

                                                                                   

EXHIBIT “A” TO SPECIAL WARRANTY DEED
LEGAL DESCRIPTION OF PROPERTY

Located in Jefferson County, Kentucky:

Being all of Residual Tract “13R” as shown on approved Minor Subdivision Plat bearing Docket #126-93 attached to and made a part of instrument recorded in Deed Book 6330, page 761, in the Office of the Clerk of Jefferson County, Kentucky.

Being the same property conveyed to Arbor Pointe Limited Partnership, an Ohio limited partnership, by Deed dated December 7, 1993, recorded in Deed Book 6391, Page 693, in the Office of the Clerk of Jefferson County, Kentucky.

EXHIBIT “C”
[FORM OF]
TAXPAYER’S CERTIFICATION OF NON-FOREIGN STATUS

          To inform Steadfast Asset Holdings, Inc., a California corporation (“Transferee”) that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”), will not be required upon the transfer of certain real property to the Transferee by Arbor Pointe, L.P., an Ohio limited partnership, the undersigned (“Taxpayer”) hereby certifies the following on behalf of the Taxpayer:

          1. That Taxpayer is a United States person and is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

          2. The Taxpayer’s U.S. employer identification number is 31-1393134; and

          3. The Taxpayer’s office address is 720 Olive Street, Suite 2500, St. Louis, Missouri 63101.

          The Taxpayer understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

          Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Taxpayer.

Date:                                                               

Arbor Pointe, L.P., an Ohio limited partnership

EXHIBIT “D”
[FORM OF]
ASSIGNMENT AND ASSUMPTION OF LEASES

     THIS ASSIGNMENT AND ASSUMPTION OF LEASES (“Assignment”) is dated as of                     , and is entered into by and between Arbor Pointe, L.P., an Ohio limited partnership (“Assignor”) and                      (“Assignee”), with respect to the following matters.

W I T N E S S E T H:

     Assignor and Steadfast Asset Holdings, Inc., a California corporation (“Purchaser”) entered into that certain Real Estate Purchase And Sale Agreement With Escrow Instructions, dated as of February __, 2011 (“Agreement”), regarding the sale of that certain real property being more fully described on Exhibit “A” attached hereto and made a part hereof, together with all improvements and other property comprising Property (as defined in the Agreement). Unless otherwise indicated herein, all capitalized terms in this Assignment shall have the meaning ascribed to them in the Agreement.

     In accordance with the terms of the Agreement, Purchaser assigned its interests to Assignee.

     Assignor, as lessor, and Tenants have entered into the Tenant Leases covering certain premises located on the Property.

     Under the Agreement, to the extent assignable, Assignor is obligated to: (a) assign to Assignee any and all of its right, title and interest in and to all Tenant Leases; and (b) give Assignee a credit in an amount equal to the amount of the Tenant Deposits and prepaid rents.

     Under the Agreement, Assignee is obligated to assume all of Seller’s obligations with respect to the Tenant Deposits and prepaid rents.

A G R E E M E N T

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

     Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor’s estate, right, title and interest in and to the Tenant Leases, as set forth on Exhibit “B” hereto and Assignee hereby accepts such assignment and hereby assumes all of the obligations and agrees to pay, perform and discharge all of the terms, covenants and conditions, in each case arising or accruing under or in connection with the Tenant Leases and Tenant Deposits from and after the date of this Assignment.

     Assignee hereby acknowledges receipt of funds equal to the amount of, and in payment of, all Tenant Deposits and prepaid rents and hereby assumes all of the obligations in connection therewith.

     In the event of the bringing of any action or suit by a party hereto against another party thereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys’ fees and costs.

     The transfers and assumptions given effect by this Assignment are limited by and made expressly subject to the terms, covenants and conditions set forth in the Agreement.

     This Assignment may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

     This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

     This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State.

<Parties’ Signatures On Next Page>

     IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first above written.

ASSIGNOR:

Arbor Pointe, L.P., an Ohio limited partnership

ASSIGNEE:

                                         

By:
Name:
Title:

Attachments:

Exhibit “A” — Legal Description

EXHIBIT “A” TO ASSIGNMENT AND ASSUMPTION OF LEASES
LEGAL DESCRIPTION OF THE PROPERTY

Located in Jefferson County, Kentucky:

Being all of Residual Tract “13R” as shown on approved Minor Subdivision Plat bearing Docket #126-93 attached to and made a part of instrument recorded in Deed Book 6330, page 761, in the Office of the Clerk of Jefferson County, Kentucky.

Being the same property conveyed to Arbor Pointe Limited Partnership, an Ohio limited partnership, by Deed dated December 7, 1993, recorded in Deed Book 6391, Page 693, in the Office of the Clerk of Jefferson County, Kentucky.

EXHIBIT “E”
[FORM OF]
GENERAL ASSIGNMENT AND BILL OF SALE

     THIS GENERAL ASSIGNMENT AND BILL OF SALE (“Assignment”) is dated as of                     , and is entered into by and between Arbor Pointe, L.P., an Ohio limited partnership (“Assignor”) and                      (“Assignee”), with respect to the following matters.

W I T N E S S E T H:

     Assignor and Steadfast Asset Holdings, Inc., a California corporation (“Purchaser”) entered into that certain Real Estate Purchase And Sale Agreement With Escrow Instructions, dated as of February __, 2011 (“Agreement”), regarding the sale of that certain real property being more fully described on Exhibit “A” attached hereto and made a part hereof, together with all improvements and other property comprising Property (as defined in the Agreement). Unless otherwise indicated herein, all capitalized terms in this Assignment shall have the meaning ascribed to them in the Agreement.

     In accordance with the terms of the Agreement, Purchaser assigned its interests to Assignee.Steadfast Asset Holdings, Inc., a California corporation (“Assignee”), with respect to the following matters.

     Pursuant to the Agreement (except as otherwise provided for therein), Assignor is obligated to transfer, sell, convey and assign any and all of Assignor’s right, title and interest in and to the Personal Property, and to the extent assignable, the Intangibles and the Service Contracts (collectively, the “Assigned Properties”) and to delegate any and all of its obligations and responsibilities in the Assigned Properties from and after the date hereof to Assignee and Assignee is obligated to assume such obligations and responsibilities.

     Further, pursuant to the Agreement, Assignee is obligated to assume such obligations and responsibilities arising or accruing under the Regulatory Agreements and the Tax Credit Laws applicable to the Property.

A G R E E M E N T

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

     Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor’s estate, right, title and interest in and to the Assigned Properties and Assignee hereby accepts such assignment and hereby assumes all of the obligations and agrees to pay, perform and discharge all of the terms, covenants and conditions, in each case arising or accruing under the Assigned Properties from and after the date of this Assignment.

     Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor’s estate, right, title and interest in and to the Regulatory Agreements and Assignee

hereby accepts such assignment and hereby assumes, confirms and agrees to undertake all of the obligations arising or accruing under the Regulatory Agreements and the Tax Credit Laws applicable to the Property from and after the date of this Assignment. The provisions of this Paragraph shall survive any termination of this Assignment.

     In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys’ fees and costs.

     The transfers and assumptions given effect by this Assignment are limited by and made expressly subject to the terms, covenants and conditions set forth in the Agreement.

     This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

     This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State.

     This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

<Parties’ Signatures On Next Page>

     IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first above written.

ASSIGNOR:

Arbor Pointe, L.P., an Ohio limited partnership

ASSIGNEE:

                                                              

By:
Name:
Title:

Attachments:

Exhibit “A” — Legal Description

EXHIBIT “A” TO GENERAL ASSIGNMENT AND BILL OF SALE
LEGAL DESCRIPTION OF THE PROPERTY

Located in Jefferson County, Kentucky:

Being all of Residual Tract “13R” as shown on approved Minor Subdivision Plat bearing Docket #126-93 attached to and made a part of instrument recorded in Deed Book 6330, page 761, in the Office of the Clerk of Jefferson County, Kentucky.

Being the same property conveyed to Arbor Pointe Limited Partnership, an Ohio limited partnership, by Deed dated December 7, 1993, recorded in Deed Book 6391, Page 693, in the Office of the Clerk of Jefferson County, Kentucky.

EXHIBIT “F”
FORM OF TENANT NOTICE LETTER

ARBOR POINTE APARTMENTS

[CLOSING DATE]

Tenant Name:
Unit #:

Re:		Notice of Sale regarding Arbor Pointe Apartments, located at 2051 Stoney Brook Drive, Louisville, Kentucky 40299 (the “Property”)

Dear Resident:

You are hereby notified as follows:

1.		As of the date hereof, the Property has been sold to a new owner.
2.		The new owner has received and is now responsible for your tenant security, pet and other deposits and credits with respect to your lease at the Property. Any inquiries regarding your deposit should be directed to the on-site manager of the Property.
3.		Future rental payments with respect to your lease at the Property should be made to the new owner by delivering a check or money order payable to the order of [                    ] to the on-site manager of the Property.

EXHIBIT “G”
[reserved]

EXHIBIT “H”
RENT ROLL

<Attached>

EXHIBIT “I”
LIST OF PROPERTY FILES

1.		Current rent roll
2.		Current standard tenant lease form (with all addendums, riders and exhibits)
3.		Copies of current tenant leases (including amendments) and copies of tenant files (available on-site)
4.		Unaudited monthly income statements for the Property, year-to-date and for the previous three (3) years
5.		Current year budget for the Property
6.		Occupancy report (by month) for the past three (3) years
7.		Copy of the property management agreement
8.		Listing of current on-site employees, their titles and duties / job description / compensation structure
9.		Service Contracts
10.		Three (3) year loss run, and copies of insurance certificates
11.		The utility bills for the Property for the past twelve (12) calendar months
12.		List of capital expenses for the previous two (2) years for the Property
13.		Regulatory Agreements
14.		Licenses, permits, and certificates of occupancy
15.		As-built (ALTA or other) surveys for the Property
16.		Phase I Environmental Site Assessments
17.		Third party engineering reports
18.		Most recent compliance audit from the Housing Authority
19.		Outstanding, unresolved IRS Form 8823s
20.		Schedule of Personal Property
21.		List of capital expenses for the previous three (3) years for the Property
22.		8609’s
23.		Aged delinquency report
24.		2009 audited financial statement
25.		2010 trial balance
26.		2010 general ledger
27.		2010 monthly rent rolls
28.		2010 monthly bank statements and reconciliations
29.		2010 real property tax invoices with check copies
30.		2010 insurance invoices with check copies
31.		Access to reasonable number of 2010 invoices to be selected by Auditors for      review
32.		Year to date general ledger
33.		Year to date monthly rent rolls
34.		Year to date monthly bank statements and reconciliations
35.		Current year real property tax invoices with check copies (if paid)
36.		Current year to date insurance invoices with check copies (if paid)
37.		Access to reasonable number of current year to date invoices to be selected by Auditors for review
38.		2010 cash disbursement journal

39.		Year to date trial balance
40.		Year to date cash disbursement journal

EXHIBIT “J”
[reserved]