Oxford Residential Properties I LTD Partnership Sample Contracts

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AGREEMENT OF JOINT FILING
Oxford Residential Properties I LTD Partnership • September 25th, 2001 • Real estate
AIMCO-GP, INC.
Oxford Residential Properties I LTD Partnership • October 11th, 2002 • Real estate

The parties listed below agree that the Amendment No. 13 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

PURCHASE AND SALE CONTRACT BETWEEN ORP ONE L.L.C., a Maryland limited liability company AS SELLER AND TMF I FAIRLANE, LLC, a Delaware limited liability company AS PURCHASER FAIRLANE EAST APARTMENTS Page
Purchase and Sale Contract • October 15th, 2010 • Oxford Residential Properties I LTD Partnership • Real estate • Michigan

THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 11th day of October, 2010 (the "Effective Date"), by and between ORP ONE L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and TMF I FAIRLANE, LLC, a Delaware limited liability company, having a principal address at 360 N. Michigan Avenue, Suite 1400, Chicago, Illinois 60601 ("Purchaser").

Carveout Guarantee and Indemnity Agreement
Guarantee and Indemnity Agreement • June 26th, 2008 • Oxford Residential Properties I LTD Partnership • Real estate • Michigan

This Carveout Guarantee and Indemnity Agreement (this “Agreement”) is made as of the 24th day of June, 2008 (the “Effective Date”), by AIMCO PROPERTIES, L.P., a Delaware Limited Partnership (the “Carveout Obligor”), in favor of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation, and its successors and assigns (the “Lender”).

Future Advance Mortgage
Oxford Residential Properties I LTD Partnership • June 26th, 2008 • Real estate

This Future Advance Mortgage (this “Mortgage”) is made and given as of the ___ day of June, 2008 (the “Effective Date”), by ORP ONE L.L.C., a Maryland limited liability company, as Borrower, whose address is c/o AIMCO Properties, L.P., Stanford Place 3, 4582 South Ulster Parkway, Suite 1100, Denver, Colorado 80237 (the “Borrower”), to TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, as Mortgagee, an Iowa corporation having an office c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-5443 (the “Lender”). The definitions of capitalized terms used in this Mortgage may be found either in Section 3 below, or through the cross-references provided in that Section.

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • May 19th, 2006 • Oxford Residential Properties I LTD Partnership • Real estate • Indiana
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • August 14th, 2006 • Oxford Residential Properties I LTD Partnership • Real estate

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Second Amendment") is made and entered into this 24th day of July, 2006 (the "Second Amendment Date"), by and between ORP TWO LLC., a Maryland limited liability company ("Seller"), and SUN SHIEL PROPERTIES II, LLC, an Indiana limited liability company ("Purchaser").

SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Certificate and Agreement • May 14th, 2008 • Oxford Residential Properties I LTD Partnership • Real estate • Delaware

This SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP, dated as of March 19, 2008 (this “Amendment”), is by and among Oxford Residential Properties I Corporation, a Maryland corporation (the “Managing General Partner”), Oxford Fund I Limited Partnership, a Maryland limited partnership (the "General Partner"), and the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

FIRST MORTGAGE AND SECURITY AGREEMENT ORP THREE L.L.C., a Maryland limited liability company to NEW YORK COMMUNITY BANK
First Mortgage and Security Agreement • July 3rd, 2008 • Oxford Residential Properties I LTD Partnership • Real estate

THIS FIRST MORTGAGE AND SECURITY AGREEMENT, executed and delivered on June 20, 2008, but intended to be effective as of June 30, 2008, between ORP THREE L.L.C., a limited liability company duly organized and existing under and by virtue of the laws of the State of Maryland, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (hereinafter referred to as the “Mortgagor”), and NEW YORK COMMUNITY BANK, a New York state chartered banking institution duly organized and validly existing under and by virtue of the laws of the State of New York, having an office at One Jericho Plaza, Jericho, New York 11753 (hereinafter referred to as the “Mortgagee”),

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • November 12th, 2010 • Oxford Residential Properties I LTD Partnership • Real estate

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 10th day of November, 2010 (the "Effective Date"), by and between ORP ONE L.L.C., a Maryland limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and TMF I FAIRLANE, LLC, a Delaware limited liability company, having a principal address at 360 N. Michigan Avenue, Suite 1400, Chicago, Illinois 60601 ("Purchaser").

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • August 31st, 2006 • Oxford Residential Properties I LTD Partnership • Real estate

THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Third Amendment") is made and entered into this 29th day of August, 2006 (the "Third Amendment Date"), by and between ORP TWO LLC, a Maryland limited liability company ("Seller"), and SUN SHIEL PROPERTIES II, LLC, an Indiana limited liability company ("Purchaser").

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • August 20th, 2008 • Oxford Residential Properties I LTD Partnership • Real estate

This First Amendment to Purchase and Sale Contract is made and entered into effective as of August 14, 2008, by and between ORP THREE L.L.C., a Maryland limited liability company (“Seller”), and NIGHTHAWK PROPERTIES, LLC, a Minnesota limited liability company, and OSPREY PROPERTIES LIMITED PARTNERSHIP, LLLP, a Minnesota limited liability limited partnership (collectively, “Purchaser”).

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • October 6th, 2008 • Oxford Residential Properties I LTD Partnership • Real estate

This Fourth Amendment to Purchase and Sale Contract (“Amendment”) is made and entered into as of September 22, 2008, by and between ORP THREE L.L.C., a Maryland limited liability company (“Seller”), and NIGHTHAWK PROPERTIES, LLC, a Minnesota limited liability company, and OSPREY PROPERTIES LIMITED PARTNERSHIP, LLLP, a Minnesota limited liability limited partnership (collectively, “Purchaser”).

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • October 6th, 2008 • Oxford Residential Properties I LTD Partnership • Real estate

This Third Amendment to Purchase and Sale Contract (“Amendment”) is made and entered into effective as of August 22, 2008, by and between ORP THREE L.L.C., a Maryland limited liability company (“Seller”), and NIGHTHAWK PROPERTIES, LLC, a Minnesota limited liability company, and OSPREY PROPERTIES LIMITED PARTNERSHIP, LLLP, a Minnesota limited liability limited partnership (collectively, “Purchaser”).

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • October 6th, 2008 • Oxford Residential Properties I LTD Partnership • Real estate

This Second Amendment to Purchase and Sale Contract is made and entered into effective as of August 20, 2008, by and between ORP THREE L.L.C., a Maryland limited liability company (“Seller”), and NIGHTHAWK PROPERTIES, LLC, a Minnesota limited liability company, and OSPREY PROPERTIES LIMITED PARTNERSHIP, LLLP, a Minnesota limited liability limited partnership (collectively, “Purchaser”).

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • August 14th, 2006 • Oxford Residential Properties I LTD Partnership • Real estate

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "First Amendment") is made and entered into this 13th day of June, 2006 (the "First Amendment Date"), by and between ORP TWO L.L.C., a Maryland limited liability company ("Seller"), and SUN SHIEL PROPERTIES II, LLC, an Indiana limited liability company ("Purchaser").

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