Resource Real Estate Investors 7, L.P. Sample Contracts

AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • March 28th, 2017 • Resource Real Estate Investors 7, L.P. • Real estate

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of August 22, 2016 (the “Effective Date”), by and between RRE CAPE COD HOLDINGS, LLC, a Delaware limited liability company, having an address at c/o Resource Real Estate, Inc., 1845 Walnut Street, 18th Floor, Philadelphia, PA 19103 (“Seller”), and WESTMOUNT REALTY CAPITAL, LLC, a Texas limited liability company, having an address at 700 N. Pearl Street, Suite N1650, Dallas, TX 75201 (“Buyer”).

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MANAGEMENT AGREEMENT (Woodhollow)
Management Agreement • July 8th, 2010 • Resource Real Estate Investors 7, L.P. • Real estate • Texas

THIS MANAGEMENT AGREEMENT (this “Agreement”), is made and entered into this 12 day of December, 2008 (the “Effective Date”), by and between RESOURCE REAL ESTATE MANAGEMENT, LLC, a Delaware limited liability company (“RREM”) and RESOURCE REAL ESTATE MANAGEMENT, INC., a Delaware corporation (“Manager”).

ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • July 8th, 2010 • Resource Real Estate Investors 7, L.P. • Real estate • Pennsylvania

This ASSET MANAGEMENT AGREEMENT (this “Agreement”) is dated as of this 13 day of July, 2008, between RRE TAMARLANE HOLDINGS, LLC, a Delaware limited liability company (the “Owner”), and RESOURCE REAL ESTATE MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), with reference to the following facts:

EXHIBIT (A) FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RESOURCE REAL ESTATE INVESTORS 7, L.P.
Limited Partnership Agreement • April 30th, 2010 • Resource Real Estate Investors 7, L.P. • Delaware

Section No. Description Page Section No. Description Page I. DEFINITION OF TERMS X POWERS AND LIABILITIES OF LIMITED 1.01 Defined Terms 1 PARTNERS 10.01 Absence of Control Over Partnership II. FORMATION Business 25 2.01 Formation of Partnership 12 10.02 Limited Liability 25 III. NAME XI. DISTRIBUTIONS AND ALLOCATIONS 3.01 Name 12 11.01 Distribution of Distributable Cash from Operations 26 IV. PLACES OF BUSINESS 11.02 Distribution of Distributable Cash from 4.01 Registered Agent and Office 12 Capital Transactions 26 4.02 Principal Place of Business 12 11.03 Allocations of Income and Loss 26 4.03 Other Places of Business 13 11.04 Special Allocations 27 4.04 Amendments 13 11.05 Distributions and Allocations Among the Limited Partners 29 V. NAMES AND ADDRESSES OF PARTNERS 11.06 Tax Allocations: Code Section 704(c); 5.01 Names and Addresses of Partners 13 Revaluations 29 11.07 No Distributions in Kind 30 VI.. PURPOSE AND OBJECTIVE 11.08 Partnership Entitled to Withhold 30 6.01 Purpose 13 XI

REINSTATEMENT OF AND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • March 28th, 2017 • Resource Real Estate Investors 7, L.P. • Real estate • Texas

THIS REINSTATEMENT OF AND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made effective as of October 7, 2016, by and between RRE CAPE COD HOLDINGS, LLC, a Delaware limited liability company (“Seller”), and WESTMOUNT REALTY CAPITAL, LLC, a Texas limited liability company (“Buyer”).

AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • November 14th, 2016 • Resource Real Estate Investors 7, L.P. • Real estate
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
Assignment of Purchase and Sale Agreement • May 11th, 2012 • Resource Real Estate Investors 7, L.P. • Real estate • South Carolina

THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (“Assignment”), is made as of this _____ day of March, 2012, by and between GULFSTREAM I, LLC, a Delaware limited liability company, GULFSTREAM II, LLC, a Nevada limited liability company, GULFSTREAM III, LLC, a Delaware limited liability company and GULFSTREAM IV, LLC, a Delaware limited liability company (collectively, “Seller”), RESOURCE CAPITAL PARTNERS, INC., a Delaware corporation (“Purchaser”), and RRE WOODLAND VILLAGE HOLDINGS, LLC, a Delaware limited liability company (“Assignee”) (Seller, Purchaser and Assignee are sometimes referred herein, collectively, as the “Parties”). All initially capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as such term is defined below).

PURCHASE AND SALE AGREEMENT (Woodland Village Apartments)
Purchase and Sale Agreement • May 11th, 2012 • Resource Real Estate Investors 7, L.P. • Real estate • South Carolina

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 21st day of December, 2011 (the “Effective Date”) by and between GULFSTREAM I, LLC, a Delaware limited liability company, GULFSTREAM II, LLC, a Nevada limited liability company, GULFSTREAM III, LLC, a Delaware limited liability company and GULFSTREAM IV, LLC, a Delaware limited liability company (collectively, “Seller”), and RESOURCE CAPITAL PARTNERS, INC., a Delaware corporation (“Purchaser”).

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