Contract of Sale - Solana Vista/Sienna Bay



Exhibit
10.72

PURCHASE
AND SALE CONTRACT

AMONG

FISHERMAN’S
LANDING APARTMENTS LIMITED PARTNERSHIP,
a
Florida limited partnership 
and
CCIP/3 SANDPIPER, LLC,
a
Delaware limited liability company

AS
SELLERS

AND

DT
GROUP DEVELOPMENT, INC., 

a California corporation

AS
PURCHASER

Properties:

Solana Vista

5801 Fisherman’s Drive, Bradenton, FL 32119

 

Sienna Bay

10501 3rd Street North, St. Petersburg, FL 33716

 




TABLE OF CONTENTS

Page

 

 

	
 
	
ARTICLE
I
	
DEFINED
TERMS
	
2

	
 
	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
2

	
 
	
2.1
	
Purchase
and Sale
	
2

	
 
	
2.2
	
Purchase
Price and Deposit
	
2

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
3

	
 
	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
6

	
 
	
3.1
	
Feasibility
Period
	
6

	
 
	
3.2
	
Expiration
of Feasibility Period
	
6

	
 
	
3.3
	
Conduct
of Investigation
	
7

	
 
	
3.4
	
Purchaser
Indemnification
	
7

	
 
	
3.5
	
Property
Materials
	
9

	
 
	
3.6
	
Property
Contracts
	
11

	
 
	
ARTICLE
IV
	
TITLE
	
12

	
 
	
4.1
	
Title
Documents
	
12

	
 
	
4.2
	
Survey
	
13

	
 
	
4.3
	
Intentionally
Omitted
	
13

	
 
	
4.4
	
Permitted
Exceptions
	
13

	
 
	
4.5
	
Purchaser’s
Right in Respect of Seller Inability to Remove Title
	
 

	
 
	
 
	
Exceptions
	
14

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
15

	
 
	
4.7
	
Assumed
Encumbrances
	
16

	
 
	
4.8
	
Purchaser
Financing
	
22

	
 
	
ARTICLE
V
	
CLOSING
	
22

	
 
	
5.1
	
Closing
Date
	
22

	
 
	
5.2
	
Seller
Closing Deliveries
	
23

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
25

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
26

	
 
	
5.5
	
Post
Closing Adjustments
	
32

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
33

	
 
	
6.1
	
Seller’s
Representations
	
33

	
 
	
6.2
	
AS-IS
	
35

	
 
	
6.3
	
Survival
of Seller’s Representations
	
36

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
37

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
38

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
39

	
 
	
7.1
	
Leases
and Property Contracts
	
39

	
 
	
7.2
	
General
Operation of Property
	
40

	
 
	
7.3
	
Liens
	
10

	
 
	
7.4
	
Tax
Reduction Proceedings
	
41

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
42

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
42

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
43

	
 
	
ARTICLE
IX
	
BROKERAGE
	
45

	
 
	
9.1
	
Indemnity
	
45

	
 
	
9.2
	
Broker
Commission
	
45

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
46

	
 
	
10.1
	
Purchaser
Default
	
46

	
 
	
10.2
	
Seller
Default
	
47

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
49

	
 
	
11.1
	
Major
Damage
	
49

	
 
	
11.2
	
Minor
Damage
	
49

	
 
	
11.3
	
Closing
	
49

	
 
	
11.4
	
Repairs
	
50

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
50

	
 
	
12.1
	
Eminent
Domain
	
50

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
51

	
 
	
13.1
	
Binding
Effect of Contract
	
51

	
 
	
13.2
	
Exhibits
and Schedules
	
51

	
 
	
13.3
	
Assignability
	
51

	
 
	
13.4
	
Captions
	
51

	
 
	
13.5
	
Number
and Gender of Words
	
51

	
 
	
13.6
	
Notices
	
52

	
 
	
13.7
	
Governing
Law and Venue
	
56

	
 
	
13.8
	
Entire
Agreement
	
56

	
 
	
13.9
	
Amendments
	
56

	
 
	
13.10
	
Severability
	
57

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
57

	
 
	
13.12
	
Construction
	
57

	
 
	
13.13
	
Confidentiality
	
57

	
 
	
13.14
	
Time
of the Essence
	
58

	
 
	
13.15
	
Waiver
	
58

	
 
	
13.16
	
Attorneys’
Fees
	
58

	
 
	
13.17
	
Time
Zone/Time Periods
	
59

	
 
	
13.18
	
1031
Exchange
	
59

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
60

	
 
	
13.20
	
Intentionally
Omitted
	
60

	
 
	
13.21
	
ADA
Disclosure
	
60

	
 
	
13.22
	
No
Recording
	
60

	
 
	
13.23
	
Relationship
of Parties
	
61

	
 
	
13.24
	
Dispute
Resolution
	
61

	
 
	
13.25
	
AIMCO
Marks
	
62

	
 
	
13.26
	
Non-Solicitation
of Employees
	
62

	
 
	
13.27
	
Survival
	
62

	
 
	
13.28
	
Multiple
Purchasers
	
63

	
 
	
13.29
	
Sellers’
Several Obligations
	
63

	
 
	
13.30
	
Obligation
to Close on all Properties
	
63

	
 
	
13.31
	
Radon
Gas
	
64

	
 
	
13.32
	
Energy
Efficiency
	
64

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
64

	
 
	
14.1
	
Disclosure
	
64

								


 




EXHIBITS AND SCHEDULES

 

EXHIBITS

 

	
Exhibit
A-1 to A-2
	
Description
of Land

	
Exhibit
B
	
Form
of Limited Warranty Deed

	
Exhibit
C
	
Form
of Bill of Sale

	
Exhibit
D
	
Form
of General Assignment

	
Exhibit
E
	
Form
of Lease Assignment

	
Exhibit
F
	
Form
of Vendor Termination Letter

	
Exhibit
G
	
Form
of Tenant Notice Letters

	
Exhibit
H
	
Lead
Paint Disclosure



 

 

SCHEDULES

 

	
Schedule
1
	
Defined
Terms

	
Schedule
1.1.22
	
List
of Excluded Permits

	
Schedule
1.1.26
	
Excluded
Fixtures and Tangible Personal Property

	
Schedule
3.5
	
List
of Materials

	
Schedule
4.4
	
Certain
Permitted Exceptions



 

 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 1st day of May, 2009 (the “Effective
Date”), by FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP, a Florida
limited partnership (the “Solana Seller”) and CCIP/3 SANDPIPER,
LLC, a Delaware limited liability company (the “Sienna Seller”),
each having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver,
Colorado 80237 (individually a “Seller” and collectively
“Sellers”), and DT GROUP DEVELOPMENT, INC., a California
corporation, having a principal address at 5355 Cartwright Avenue, Suite 317,
North Hollywood, California 91601 (“Purchaser”).

NOW,
THEREFORE, in consideration of mutual covenants set forth herein, Sellers and
Purchaser hereby agree as follows:

RECITALS

A.                
Solana Seller owns the real estate located in Manatee County, Florida, as
more particularly described in Exhibit A-1 attached hereto and made a
part hereof, and the improvements thereon, commonly known as Solana Vista.
 Sienna Seller owns the real estate located in Pinellas County, Florida, as
more particularly described in Exhibit A-2 attached hereto and made a
part hereof, and the improvements thereon, commonly known as Sienna Bay
Apartments.

B.                
Purchaser desires to purchase, and each Seller desires to sell, the land,
improvements and certain associated property described in this Contract on the
terms and conditions set forth below.

ARTICLE I
DEFINED
TERMS

Unless
otherwise defined herein, any term with its initial letter capitalized in this
Contract shall have the meaning set forth in this Schedule 1
attached hereto and made a part hereof.

ARTICLE II
PURCHASE AND
SALE, PURCHASE PRICE & DEPOSIT

2.1       Purchase and
Sale.

 
The Solana Seller agrees to sell and convey the Solana Vista Property to
Purchaser and Purchaser agrees to purchase the Solana Vista Property from the
Solana Seller, in accordance with the terms and conditions set forth in this
Contract.  The Sienna Seller agrees to sell and convey the Sienna Bay
Property to Purchaser and Purchaser agrees to purchase the Sienna Bay Property
from the Sienna Seller, in accordance with the terms and conditions set forth in
this Contract.

2.2       Purchase Price and
Deposit.

 
The purchase price for the Solana Vista Property shall be Eleven Million
($11,000,000) Dollars and the purchase price for the Sienna Bay Property shall
be Seventeen Million Five Hundred Thousand ($17,500,000) Dollars (collectively,
the “Purchase Price”).  The Purchase Price for the Solana
Vista Property and the Sienna Bay Property shall be payable by Purchaser as
follows:

2.2.1         
Within two (2) Business Days following the Effective Date, Purchaser shall
deliver to Stewart Title Guaranty Company c/o Wendy Howell, National Commercial
Closing Specialist, 1980 Post Oak Boulevard, Suite 610, Houston, Texas 77056
(tel) 800-729-1906, (fax) 713-552-1703  (“Escrow Agent” or
“Title Insurer”) an initial deposit (the “Initial
Deposit”) of $425,000 by wire transfer of immediately available funds
(“Good Funds”).  The Initial Deposit shall be allocated
between the Solana Seller and the Sienna Seller as follows:  $250,000 to
the Solana Vista Property and $175,000 to the Sienna Bay Property.

2.2.2         
On or before the day that the Feasibility Period expires, Purchaser shall
deliver to Escrow Agent an additional deposit (the “Additional
Deposit”) of $175,000 by wire transfer of Good Funds.  The
Additional Deposit shall be allocated entirely to the Sienna Bay
Property.

2.2.3         
At the Closing, subject to the occurrence of the Loan Assumption and Release,
Purchaser shall receive a credit against the Purchase Price applicable to each
Property in the amount of the outstanding principal balance of the Note
applicable to such Property, together with all accrued but unpaid interest (if
any) thereon, as of the Closing Date (the “Loan
Balance”).

2.2.4         
The balance of the Purchase Price for each Property shall be paid to and
received by Escrow Agent by wire transfer of Good Funds no later than 10:00 a.m.
on the Closing Date.

2.2.5         
The Purchase Price for the Solana Vista Property and the Sienna Bay Property
have been established by Purchaser, and Seller has not, in any way, influenced
the allocations between the Properties.

2.3       Escrow Provisions
Regarding Deposit.

2.3.1         
Escrow Agent shall hold the Deposit and make delivery of the Deposit to the
party entitled thereto under the terms of this Contract.  Escrow Agent
shall invest the Deposit in such short-term, high-grade securities,
interest-bearing bank accounts, money market funds or accounts, bank
certificates of deposit or bank repurchase contracts as Escrow Agent, in its
discretion, deems suitable, and all interest and income thereon shall become
part of the Deposit and shall be remitted to the party entitled to the Deposit
pursuant to this Contract.

2.3.2         
Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the
Closing Date, at which time the Deposit shall be applied against the Purchase
Price for each Property according to its allocations set forth in Section
2.2 above, or released to Sellers pursuant to
Section 10.1, or (ii) the date on which Escrow Agent
shall be authorized to disburse the Deposit as set forth in
Section 2.3.3.  The tax identification numbers of
the parties shall be furnished to Escrow Agent upon request.

2.3.3         
If prior to the Closing Date, Purchaser or Sellers’ Representative makes a
written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall
give written notice to the other parties of such demand.  If Escrow Agent
does not receive a written objection from another party
to the proposed payment within 5 Business Days after the giving of such notice,
Escrow Agent is hereby authorized to make such payment.  If Escrow Agent
does receive such written objection within such 5 Business Day period, Escrow
Agent shall continue to hold such amount until otherwise directed by written
instructions from the parties to this Contract or a final judgment or
arbitrator’s decision.  However, Escrow Agent shall have the right at any
time to deliver the Deposit and interest thereon, if any, with a court of
competent jurisdiction in the state in which a Property is located.  Escrow
Agent shall give written notice of such deposit to Sellers’ Representative and
Purchaser.  Upon such deposit, Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder. 
Sellers hereby appoint Sellers’ Representative to give and receive notices to
Escrow Agent regarding the Deposit.  Any return of the Deposit to Purchaser
provided for in this Contract shall be subject to Purchaser’s obligations set
forth in Section 3.5.2.

2.3.4         
The parties acknowledge that Escrow Agent is acting solely as a stakeholder at
their request and for their convenience, and that Escrow Agent shall not be
deemed to be the agent of any of the parties for any act or omission on its part
unless taken or suffered in bad faith in willful disregard of this Contract or
involving gross negligence.  Sellers and Purchaser jointly and severally
shall indemnify and hold Escrow Agent harmless from and against all costs,
claims and expenses, including reasonable attorney’s fees, incurred in
connection with the performance of Escrow Agent’s duties hereunder, except with
respect to actions or omissions taken or suffered by Escrow Agent in bad faith,
in willful disregard of this Contract or involving gross negligence on the part
of the Escrow Agent.

2.3.5         
The parties shall deliver to Escrow Agent an executed copy of this
Contract.  Escrow Agent shall execute the signature page for Escrow Agent
attached hereto which shall confirm Escrow Agent’s agreement to comply with the
terms of Seller’s closing instruction letter delivered at Closing and the
provisions of this Section 2.3.

2.3.6         
Escrow Agent, as the person responsible for closing the transaction within the
meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as
amended (the “Code”), shall file all necessary information,
reports, returns, and statements regarding the transaction required by the Code
including, but not limited to, the tax reports required pursuant to
Section 6045 of the Code.  Further, Escrow Agent agrees to indemnify
and hold Purchaser, Sellers, and their respective attorneys and brokers harmless
from and against any Losses resulting from Escrow Agent’s failure to file the
reports Escrow Agent is required to file pursuant to this section.

ARTICLE III
FEASIBILITY PERIOD

3.1       Feasibility
Period.

 
Subject to the terms of Sections 3.3 and 3.4 and
the rights of Tenants under the Leases, from the Effective Date to and including
June 1, 2009 (the “Feasibility Period”), Purchaser, and its
agents, contractors, engineers, surveyors, attorneys, and employees
(collectively, “Consultants”) shall, at no cost or expense to any
Seller, have the right from time to time to enter onto the
Properties to conduct and make any and all customary studies, tests,
examinations, inquiries, inspections and investigations of or concerning the
Properties, review the Materials and otherwise confirm any and all matters which
Purchaser may reasonably desire to confirm with respect to the Properties and
Purchaser’s intended use thereof (collectively, the
“Inspections”).

3.2       Expiration of
Feasibility Period.

 
If any of the matters in Section 3.1 or any other title or
survey matters are unsatisfactory to Purchaser for any reason, or for no reason
whatsoever, in Purchaser’s sole and absolute discretion, then Purchaser shall
have the right to terminate this Contract in its entirety with respect to both
Properties (but not in part with respect to one Property) by giving written
notice to that effect to Sellers’ Representative and Escrow Agent no later than
5:00 p.m. on or before the date of expiration of the Feasibility Period. 
If Purchaser provides such notice, this Contract shall terminate and be of no
further force and effect subject to and except for the Survival Provisions, and
Escrow Agent shall return the Initial Deposit to Purchaser.  If Purchaser
fails to provide Sellers’ Representative with written notice of termination
prior to the expiration of the Feasibility Period, Purchaser’s right to
terminate under this Section 3.2 shall be permanently waived
and this Contract shall remain in full force and effect, the Deposit shall be
non-refundable except in the event of a default by Seller as more fully set
forth herein, and Purchaser’s obligation to purchase the Properties shall be
conditional only as provided in Section 8.1.

3.3       Conduct of
Investigation.

 
Purchaser shall not permit any mechanics’ or materialmens’ liens or any other
liens to attach to any Property by reason of the performance of any work or the
purchase of any materials by Purchaser or any other party in connection with any
Inspections conducted by or for Purchaser.  Purchaser shall give reasonable
advance notice to the applicable Seller prior to any entry onto its Property and
shall permit such Seller to have a representative present during all Inspections
conducted at its Property.  Purchaser shall take all reasonable actions and
implement all protections necessary to ensure that all actions taken in
connection with the Inspections, and all equipment, materials and substances
generated, used or brought onto each Property pose no material threat to the
safety of persons, property or the environment.

3.4       Purchaser
Indemnification.

3.4.1         
Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such
Seller’s sole discretion), defend (with counsel approved by such Seller) such
Seller, together with such Seller’s affiliates, parent and subsidiary entities,
successors, assigns, partners, managers, members, employees, officers,
directors, trustees, shareholders, counsel, representatives, agents, Designated
Employees, and AIMCO (collectively, including such Seller, “Seller’s
Indemnified Parties”), from and against any and all damages, mechanics’
liens, materialmen’s liens, liabilities, penalties, interest, losses, demands,
actions, causes of action, claims, costs and expenses (including reasonable
attorneys’ fees, including the cost of in-house counsel and appeals)
(collectively, “Losses”) arising from or related to Purchaser’s or
its Consultants’ entry onto such Seller’s Property, and any Inspections or other
acts by Purchaser or Purchaser’s Consultants with respect to such Property
during the Feasibility Period or otherwise.  Purchaser shall not be
held liable for any Losses occurring during the period prior to the Closing Date unless such Losses arise from or are related to
Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any
Inspections or other acts by Purchaser or Purchaser’s Consultants with respect
to such Property.

3.4.2         
Notwithstanding anything in this Contract to the contrary, Purchaser shall not
be permitted to perform any invasive tests on the Property without Sellers’
Representative’s prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed.  If Purchaser desires to perform any
invasive tests, Purchaser shall give prior written notice thereof to Sellers’
Representative, which notice shall be accompanied by a reasonably detailed
description and plan of the invasive tests Purchaser desires to perform
(including the location of any soil penetrations, borings and the like). 
Sellers’ Representative shall, within three (3) Business Days after receiving
such notice from Purchaser, approve or disapprove such invasive testing. 
If Sellers’ Representative fails to respond to Purchaser’s request within such
three (3) Business Day period, Sellers’ Representative shall be deemed to have
disapproved Purchaser’s request to perform such invasive testing.  Further,
Sellers’ Representative shall have the right, without limitation, to disapprove
any and all entries, surveys, tests (including, without limitation, a
Phase II environmental study of its Property), investigations and other
matters that in such Sellers’ Representative’s reasonable judgment could result
in any injury to its Property or breach of any contract, or expose the
applicable Seller to any Losses or violation of applicable law, or otherwise
materially adversely affect such Property or such Seller’s interest
therein.  Purchaser shall use reasonable efforts to minimize disruption to
Tenants in connection with Purchaser’s or its Consultants’ activities pursuant
to this Section.  No consent by Seller’ Representative to any such activity
shall be deemed to constitute a waiver by the applicable Seller or assumption of
liability or risk by such Seller.  Purchaser hereby agrees to restore, at
Purchaser’s sole cost and expense, each Property to the same condition existing
immediately prior to Purchaser’s exercise of its rights pursuant to this
Article III.  Purchaser shall maintain and cause its third
party consultants to maintain (a) casualty insurance and commercial general
liability insurance with coverages of not less than $1,000,000.00 for injury or
death to any one person and $3,000,000.00 for injury or death to more than one
person and $1,000,000.00 with respect to property damage, and (b) worker’s
compensation insurance for all of their respective employees in accordance with
the law of the state(s) in which the Properties are located.  Purchaser
shall deliver proof of the insurance coverage required pursuant to this
Section 3.4.2 to Sellers’ Representative (in the form
of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s
or Purchaser’s Consultants’ entry onto any of the Properties, or (ii) the
expiration of 5 days after the Effective Date.  

3.5       Property
Materials.

3.5.1         
Within 10 days after the Effective Date, and to the extent the same exist and
are in a Seller’s possession or reasonable control (subject to
Section 3.5.2), and have not been heretofore provided
by a Seller to Purchaser, Seller agrees to make the documents set forth on
Schedule 3.5 (together with any other documents or
information provided by Sellers or their agents to Purchaser with respect to the
Property, the “Materials”) relating to its Property available at
its Property for review and copying by Purchaser at Purchaser’s sole cost and
expense.  In the alternative, at a Seller’s option and within the foregoing time period, such Seller may deliver
some or all of its Materials to Purchaser, or make the same available to
Purchaser on a secure web site (Purchaser agrees that any item to be delivered
by a Seller under this Contract shall be deemed delivered to the extent
available to Purchaser on such secured web site).  To the extent that
Purchaser determines that any of the Materials have not been made available or
delivered to Purchaser pursuant to this Section 3.5.1,
Purchaser shall notify the applicable Seller and such Seller shall use
commercially reasonable efforts to deliver the same to Purchaser within 5
Business Days after such notification is received by such Seller; provided,
however, that under no circumstances will the Feasibility Period be extended and
Purchaser’s sole remedy will be to terminate this Contract pursuant to
Section 3.2.

3.5.2         
In providing the Materials to Purchaser, other than Seller’s Representations,
each Seller makes no representation or warranty, express, written, oral,
statutory, or implied, and all such representations and warranties are hereby
expressly excluded and disclaimed.  All Materials are provided for
informational purposes only and, together with all Third-Party Reports, shall be
returned by Purchaser to all applicable Sellers or the destruction thereof shall
be certified in writing by Purchaser to Sellers’ Representative as a condition
to return of the Deposit to Purchaser if this Contract is terminated for any
reason.  Recognizing that the Materials delivered or made available by
Sellers pursuant to this Contract may not be complete or constitute all of such
documents which are in a Seller’s possession or control, but are those that are
readily and reasonably available to such Seller, Purchaser shall not in any way
be entitled to rely upon the completeness or accuracy of the Materials and will
instead in all instances rely exclusively on its own Inspections and Consultants
with respect to all matters which it deems relevant to its decision to acquire,
own and operate the Properties.  Sellers make no representations or
warranties regarding the Materials other than the express representation set
forth in Section 6.1.5.

3.5.3         
In addition to the items set forth on Schedule 3.5, no later than 5
Business Days after the Effective Date, each Seller shall deliver to Purchaser
(or otherwise make available to Purchaser as provided under
Section 3.5.1) the most recent rent roll for the
applicable Property listing the move-in date, monthly base rent payable, lease
expiration date and unapplied security deposit for each Lease (the “Rent
Rolls”).  Sellers make no representations or warranties regarding
the Rent Rolls other than the express representation set forth in
Section 6.1.6.  

3.5.4         
In addition to the items set forth on Schedule 3.5, no later than 5
Business Days after the Effective Date, and to the extent same have not been
heretofore provided by a Seller to Purchaser, Seller shall deliver to Purchaser
(or otherwise make available to Purchaser as provided under
Section 3.5.1) a list of all current Property Contracts
for the applicable Property (the “Property Contracts
Lists”).  Sellers make no representations or warranties regarding
the Property Contracts Lists other than the express representations set forth in
Section 6.1.7.

3.6       Property
Contracts.

 
On or before the expiration of the Feasibility Period, Purchaser may deliver
written notice to each Seller (a “Property Contracts Notice”)
specifying any Property Contracts of such Seller which Purchaser desires to
terminate at the Closing (the “Terminated
Contracts”); provided that (a) the effective date of such termination on
or after Closing shall be subject to the express terms of such Terminated
Contracts, (b) if any such Property Contract cannot by its terms be terminated
at Closing, it shall be assumed by Purchaser and not be a Terminated Contract,
and (c) to the extent that any such Terminated Contract requires payment of a
penalty, premium, or damages, including liquidated damages, for cancellation,
Purchaser shall be solely responsible for the payment of any such cancellation
fees, penalties, or damages, including liquidated damages.  If Purchaser
fails to deliver a Property Contracts Notice to a Seller on or before the
expiration of the Feasibility Period, then there shall be no Terminated
Contracts with respect to such Seller (or its Property) and Purchaser shall
assume all Property Contracts of such Seller at the Closing.  If Purchaser
delivers the Property Contracts Notice to Seller on or before the expiration of
the Feasibility Period, then simultaneously therewith, Purchaser shall deliver
to Seller a vendor termination notice (in the form attached hereto as
Exhibit F) for each Terminated Contract informing the vendor(s) of
the termination of such Terminated Contract as of the Closing Date (subject to
any delay in the effectiveness of such termination pursuant to the express terms
of each applicable Terminated Contract (the “Vendor
Terminations”).  Seller shall sign the Vendor Terminations prepared
by Purchaser, and deliver them to Purchaser at Closing. To the extent that any
Property Contract to be assigned to Purchaser requires vendor consent, then,
prior to the Closing, Purchaser may attempt to obtain from each applicable
vendor a consent (each a “Required Assignment Consent”) to such
assignment.

ARTICLE IV
TITLE

4.1       Title
Documents.

 
Purchaser acknowledges that, prior to the Effective Date, Purchaser has received
from Title Insurer a commitment for owner’s title insurance with regard to each
Property, as follows:  with respect to the Solana Vista Property, file no.
07332875 and with regard to the Sienna Bay Property, file no. 08330233 (each, a
“Title Commitment”) to provide an American Land Title Association
owner’s title insurance policy for such Seller’s Property, using the current
policy jacket customarily provided by the Title Insurer, in an amount equal to
that Property’s Purchase Price (the “Title Policy”), together with
copies of all instruments identified as exceptions therein (together with the
Title Commitment, referred to herein as the “Title
Documents”).  Purchaser shall be responsible for payment of (a)
one-half of the premiums for the Title Policy and (b) all other costs relating
to procurement of the Title Commitment and any requested endorsements with
respect to each of the Properties.  Seller shall be responsible for
one-half of the premiums for the Title Policy.

4.2       Survey.

 
Purchaser acknowledges that, prior to the Effective Date, each Seller has
delivered to Purchaser a copy of the existing survey of each Property.  The
existing survey for the Solana Vista Property is dated June 17, 2008 and was
prepared by Bock & Clark Corp.; the existing survey for the Sienna Bay
Property is dated June 9, 2008 and was prepared by American Surveying Inc.
(each, an “Existing Survey”).  Purchaser may, at its sole
cost and expense, order a new or updated survey for each Property either before
or after the Effective Date (each such new or updated survey, together with each
Existing Survey, is referred to herein as a “Survey”).

4.3       Intentionally
Omitted.  

4.4       Permitted
Exceptions.

 
The Deed for each Property delivered pursuant to this Contract shall be subject
to the following, all of which shall be deemed “Permitted
Exceptions”:

4.4.1         
(a) All matters set forth on Schedule 4.4 to this Contract ,(b) the title
exceptions that Title Insurer shall be willing to (i) omit as exceptions to
coverage or (ii) except with affirmative insurance (at no cost to Purchaser)
against collection out of or enforcement against the Property with respect to
such Title Policy, and omit as exceptions to coverage with respect to any
lender’s mortgage insurance policy, (c) the standard exception regarding the
rights of parties in possession which shall be limited to those parties in
possession pursuant to the Leases, and (d) any exceptions and matter that are
approved, waived or deemed to have been approved or waived by Purchaser under
this Contract.

4.4.2         
The standard exception pertaining to taxes which shall be limited to taxes and
assessments payable in the year in which the Closing occurs and subsequent taxes
and assessments;

4.4.3         
All Leases for such Property;

4.4.4         
The Assumed Encumbrances for such Property;

4.4.5         
Applicable zoning and governmental regulations and ordinances;

4.4.6         
Any defects in title to such Property, or title exceptions or encumbrances,
arising by, through or under Purchaser; and

4.4.7         
The terms and conditions of this Contract.

Notwithstanding
the foregoing, in no event shall any monetary liens or judgments (except as
provided in Sections 4.4.2 and 4.4.4) affecting the Property be
considered a Permitted Exception, unless expressly agreed to in writing by
Purchaser.

4.5      
Purchaser’s Rights in Respect of Seller Inability to Remove Title
Exceptions.

 
If a Seller shall be unable to cause title to a Property to be subject only to
the Permitted Exceptions, and Purchaser shall not, prior to the Closing Date,
give notice to Seller that Purchaser is willing to waive objection to each title
exception which is not a Permitted Exception and close this transaction without
abatement of the Purchase Price, credit or allowance of any kind or any claim or
right of action against Seller for damages or otherwise, then such Seller shall
have the right, at Seller’s sole election, to either (1) take such action as
such Seller shall deem advisable to discharge each such title exception which is
not a Permitted Exception or (2) terminate this Contract in its entirety with
respect to both Properties (but not in part with respect to one Property). 
If such Seller shall elect to take action to discharge each such title exception
which is not a Permitted Exception, including pursuant to Section 4.6
below, then such Seller shall be entitled to one or more adjournments of the
scheduled Closing Date set forth in Section 5.1 for a period not to
exceed thirty (30) days in the aggregate, and the Closing shall be adjourned to
a date specified by Seller not beyond such thirty (30) day period.  
If, for any reason whatsoever, excluding willful default, such Seller shall not
have succeeded in discharging each such title exception at
the expiration of such adjournment(s) and if Purchaser shall not, prior to the
expiration of the last of such adjournments, give notice to Seller that
Purchaser is willing to waive objection to each such title exception and to
close this transaction without abatement of the Purchase Price, credit or
allowance of any kind or any claim or right of action against Seller for damages
or otherwise, then this Contract shall be deemed to be terminated in its
entirety with respect to both Properties (but not in part with respect to one
Property) as of the last date to which the Closing Date was adjourned by Seller
pursuant to this Section 4.5.  No action taken by a Seller to
discharge, or attempt to discharge, any purported title exception shall be an
admission that any such purported title exception is not a Permitted
Exception.  If a Seller elects to proceed under (2) above, then Purchaser
shall have the right, by notice to be given within three (3) Business Days after
such Seller elects to terminate this Contract, to cancel such termination, waive
the objection and close title to both Properties subject thereto without any
adjustment to the Purchase Price.

4.6       Subsequently
Disclosed Exceptions.

 
If at any time after the expiration of the Feasibility Period, an update to any
Title Commitment discloses any additional item that materially adversely affects
title to the applicable Property which was not disclosed on any version of, or
update to, the Title Commitment delivered to Purchaser during the Feasibility
Period (the “New Exception”), Purchaser shall have a period of 5
days from the date of its receipt of such update (the “New Exception
Review Period”) to review and notify the applicable Seller in writing of
Purchaser’s approval or disapproval of the New Exception.  If Purchaser
disapproves of the New Exception, the applicable Seller may, in that Seller’s
sole discretion, notify Purchaser as to whether it is willing to cure the New
Exception.  If such Seller elects to cure (or cause the Title Insurer to
omit as an exception to title insurance coverage or otherwise insure against
collection against the Property) the New Exception, Seller shall be entitled to
reasonable adjournments of the Closing Date to cure the New Exception.  If
such Seller fails to deliver a notice to Purchaser within 3 days after the
expiration of the New Exception Review Period, that Seller shall be deemed to
have elected not to cure the New Exception.  If Purchaser is dissatisfied
with such Seller’s response, or lack thereof, Purchaser may, as its exclusive
remedy elect either:  (i) to terminate this Contract in its entirety with
respect to both Properties (but not in part with respect to one Property),
whereupon the Deposit shall be returned to Purchaser, or (ii) to waive the New
Exception and proceed with the transactions contemplated by this Contract, in
which event Purchaser shall be deemed to have approved the New Exception. 
If Purchaser fails to notify the Sellers’ Representative of its election to
terminate this Contract in accordance with the foregoing sentence within 6 days
after the expiration of the New Exception Review Period, Purchaser shall be
deemed to have elected to approve and irrevocably waive any objections to the
New Exception.

4.7       Assumed
Encumbrances.

4.7.1         
Purchaser recognizes and agrees that, in connection with the Loan made by
Lender, each Property is encumbered by the applicable Assumed Deed of Trust and
the applicable Assumed Encumbrances.  The Loan is evidenced by the Note
applicable to such Property.  Within 10 days after the Effective Date, each
Seller agrees that it will make available to Purchaser (in the same manner in
which such Seller is permitted to make the Materials available to Purchaser
under Section 3.5.1) copies of the Assumed Loan Documents which are in such Seller’s possession or
reasonable control (subject to Section 3.5.2).

4.7.2         
Purchaser agrees that, at the Closing, (a) Purchaser shall assume the applicable
Seller’s obligations under the Note and all of the other applicable Assumed Loan
Documents and accept title to each Property subject to the Assumed Deed of Trust
and the Assumed Encumbrances applicable to such Property, and (b) the
applicable Lender shall release the applicable Seller, as well as any guarantors
and other obligated parties under the Assumed Loan Documents, from all
obligations under the Assumed Loan Documents (and any related guarantees or
letters of credit), including, without limitation, any obligation to make
payments of principal and interest under the applicable Note (collectively, the
foregoing (a) and (b) referred to herein as the “Loan Assumption and
Release”).  Purchaser acknowledges and agrees that (x) certain of
the provisions of the Assumed Loan Documents may have been negotiated for the
exclusive benefit of the applicable Seller, AIMCO or their respective affiliates
(the “Specific AIMCO Provision”), and (y) unless the Lender
otherwise agrees in such Lender’s sole and arbitrary discretion, Purchaser will
not be permitted to assume the benefit of the Specific AIMCO Provisions and the
same shall be of no further force or effect from and after the Closing
Date.

4.7.3         
Purchaser further acknowledges that the Assumed Loan Documents require the
satisfaction by Purchaser of certain requirements as set forth therein to allow
for the Loan Assumption and Release.  Accordingly, Purchaser, at its sole
cost and expense and within 21 days after the Effective Date (the “Loan
Assumption Application Submittal Deadline”), shall satisfy the
requirements set forth in the Assumed Loan Documents to allow for each Loan
Assumption and Release, including, without limitation, submitting a complete
application to the applicable Lender for assumption of each Loan together with
all documents and information required in connection therewith (the “Loan
Assumption Application”).  Purchaser agrees to provide Sellers’
Representative with a copy of each Loan Assumption Application no later than the
Loan Assumption Application Submittal Deadline and shall provide evidence of its
submission to each Lender on or before the Loan Assumption Application Submittal
Deadline.  Purchaser acknowledges and agrees that Purchaser is solely
responsible for the preparation and submittal of each Loan Assumption
Application, including the collection of all materials, documents, certificates,
financials, signatures, and other items required to be submitted to such Lender
in connection with each Loan Assumption Application.

4.7.4         
Purchaser shall comply with Lender’s assumption guidelines in connection with
the Loan Assumption and Release and, if required by the Lender, Purchaser shall
cause such other person or entity reasonably acceptable to the Lender, to
execute and deliver a customary “non-recourse carve-out” guaranty and customary
environmental indemnity in favor of Lender.  Purchaser shall be
responsible, at its sole cost and expense, for correcting and re-submitting any
deficiencies noted by such Lender in connection with a Loan Assumption
Application no later than 3 Business Days after notification from such Lender of
such deficiency.  Purchaser also shall provide Sellers’ Representative with
a copy of any correspondence from a Lender with respect to a Loan Assumption
Application no later than 3 Business Days after receipt of such correspondence from such Lender.  Purchaser acknowledges
that a Lender’s assumption guidelines may not be consistent with the provisions
of the applicable Assumed Loan Documents concerning the Loan Assumption and
Release.  Purchaser shall coordinate with such Lender to comply with the
appropriate provisions of both the applicable Assumed Loan Documents and such
Lender’s assumption guidelines in order to allow for the Loan Assumption and
Release.

4.7.5         
Purchaser shall pay all fees and expenses (including, without limitation, all
servicing fees and charges, transfer fees, assumption fees, title fees,
endorsement fees, and other fees to release each Seller of all liability under a
Loan) imposed or charged by the Lender or its counsel (such fees and expenses
collectively being referred to as the “Assumption Lender Fees”),
in connection with each Loan Assumption Application and each Loan Assumption and
Release.  The provisions of this Section 4.7.5
shall survive the termination of this Contract and the Closing.

4.7.6         
Each Seller shall assign all of its right, title and interest in and to all
reserves, impounds and other accounts held by Lender in connection with each
Loan, and at Closing, Purchaser shall reimburse the applicable Seller in an
amount equal to the balance of such reserves, impounds and accounts so
assigned.  Additionally, Purchaser shall be responsible for funding any
additional or increased reserves, impounds or accounts required by a Lender to
be maintained by Purchaser in connection with each Loan after the Loan
Assumption and Release (the “Required Loan Fund
Amounts”).

4.7.7         
Purchaser agrees to use commercially reasonable efforts to deliver to each
Lender all documents and information required by the Assumed Loan Documents, and
such other information or documentation as such Lender reasonably may request,
including, without limitation, financial statements, income tax returns and
other financial information for Purchaser and any required guarantor.  Each
Seller agrees that it will cooperate with Purchaser and the applicable Lender,
at no cost or expense to such Seller, in connection with Purchaser’s application
to Lender for approval of each applicable Loan Assumption and Release.

4.7.8         
If required by Lender, no later than 10 days after the Effective Date, Purchaser
shall order a Phase I Environmental study for each Property (prepared by an
environmental engineer reasonably acceptable to each applicable Lender), and
shall use commercially reasonable efforts to cause the same to be delivered to
Sellers’ Representative and Lender no later than 10 days prior to the Closing
Date in connection with and as a precondition to a Loan Assumption and Release
for each Property.

4.7.9         
Purchaser shall use commercially reasonable efforts to obtain the Loan
Assumption and Release on or before the date which is forty-five (45) days after
the Effective Date (the “Loan Assumption Approval Period”). 

4.7.9.1      
If  Purchaser does not obtain the consent of the Lender to the Loan
Assumption and Release on or before the expiration of the Loan Assumption
Approval Period, then Purchaser shall have the right (the “Loan Assumption
Extension Right”), exercisable by delivering written notice to Seller
not later than three (3) Business Days prior to the
expiration of the Loan Assumption Approval Period (the "Loan Assumption
Period Extension Notice"), to extend the expiration date of the Loan
Assumption Approval Period to the date which is sixty (60) days after the
Effective Date for the sole purpose of obtaining Lender's approval of the Loan
Assumption and Release. 

4.7.9.2      
If Purchaser does not obtain the consent of the Lenders to the Loan Assumption
and Release on or before the expiration of the Loan Assumption Approval Period
(as the same may be extended pursuant to Purchaser's Loan Assumption Extension
Right), then Purchaser shall have the right, exercisable on or before the
expiration of the Loan Assumption Approval Period, to give Escrow Agent notice
terminating this Contract in its entirety with respect to both Properties (but
not in part with respect to one Property) based solely on the fact that the Loan
Assumption and Release has not been approved by the Lenders. If Purchaser timely
exercises such termination right, then (i) this Contract shall be of no further
force and effect, subject to and except for the Survival Provisions and (ii) the
full Deposit shall be returned to Purchaser.

4.7.9.3      
If Purchaser fails to deliver to Seller a written notice of termination prior to
the expiration of the Loan Assumption Approval Period (as the same may be
extended pursuant to Purchaser's Loan Assumption Extension Right) in accordance
with the terms of this Section 4.7.9, then Purchaser's right to terminate
this Contract under this Section 4.7.9 shall be permanently waived,
this Contract shall remain in full force and effect, and Purchaser shall have no
further right to terminate this Contract on account of Purchaser’s inability or
failure to obtain the Loan Assumption and Release. 

4.7.10       
Purchaser shall be in default hereunder if (a) Purchaser fails to submit a
complete Loan Assumption Application for each Property by the Loan Assumption
Application Submittal Deadline, or (b) Purchaser does not elect to terminate
this Contract pursuant to Section 4.7.9.2 and thereafter Purchaser fails to
obtain the Loan Assumption and Release for each Property prior to the Closing
Date.  If any of the events set forth in subsentences (a) or (b)
 occurs, Sellers may (i) terminate this Contract and the Deposit shall be
immediately released by the Escrow Agent to Sellers, or (ii) extend the time for
Closing for all Properties as reasonably determined by Sellers to permit
Purchaser to obtain the Loan Assumption and Release for one or more of the
Properties.

4.8       Purchaser
Financing.

 
Except as otherwise provided in Section 4.7.9 above with respect to the
Loan Assumption and Release, Purchaser assumes full responsibility to obtain the
funds required for settlement, and Purchaser’s acquisition of such funds shall
not be a contingency to the Closing.

ARTICLE V
CLOSING

5.1       Closing Date.


5.1.1         
The Closing shall occur on July 1, 2009 at the time set forth in
Section 2.2.4 (the “Closing Date”)
through an escrow with Escrow Agent, whereby Sellers, Purchaser and their
attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other
means.  Notwithstanding the foregoing to the contrary, each Seller shall
have the option, by delivering written notice to Purchaser, to extend the
Closing Date to the last Business Day of the month in which the Closing Date
otherwise would occur pursuant to the preceding sentence, and the exercise of
such option shall extend the Closing Date for all Properties.  In addition,
if required in order to obtain any necessary consents or approvals pursuant to
Section 8.2.4, then Seller may extend the Closing Date to a date not
later than thirty (30) days following the Closing Date specified in the first
sentence of this paragraph.

5.1.2         
Notwithstanding the foregoing to the contrary, if Purchaser exercises
Purchaser’s Loan Assumption Extension Right, then the Closing Date shall
automatically be extended to the earlier to occur of (x) the date which is
fifteen (15) days after receipt of Lender’s approval of the Loan Assumption and
Release and (y) the date which is seventy-five (75) days after the Effective
Date.  Purchaser shall provide Seller with written notice of Lender’s
approval of the Loan Assumption and Release no later than two (2) days after
Purchaser’s receipt of such approval.

5.1.3         
Purchaser shall have the one-time right, by delivering written notice
(“Purchaser’s Adjournment Notice”) to Seller not later than five
(5) days prior to the then scheduled Closing Date, to adjourn the Closing Date
to a Business Day not later than 30 days following the then scheduled Closing
Date (i.e., the Closing Date then in effect, taking into account any prior
extension of the Closing Date pursuant to Section 5.1.2 above), provided
that Purchaser shall, concurrently with the delivery of Purchaser’s Adjournment
Notice, deliver to Escrow Agent an additional deposit of $100,000.00 (the
“Adjournment Deposit”).  The Adjournment Deposit shall be
deemed part of the Deposit and shall be allocated equally to each Property and
applied towards the Purchase Price for each respective Property.

5.2       Seller Closing
Deliveries.

 
No later than 1 Business Day prior to the Closing Date, each Seller shall, with
respect to each Property to be conveyed by such Seller hereunder, deliver to
Escrow Agent, each of the following items:

5.2.1         
Special Warranty Deed (the “Deed”) in the form attached as
Exhibit B to Purchaser, subject to the Permitted
Exceptions.

5.2.2         
A Bill of Sale in the form attached as Exhibit C.

5.2.3          A
General Assignment in the form attached as Exhibit D (the
“General Assignment”).

5.2.4         
An Assignment of Leases and Security Deposits in the form attached as
Exhibit E (the “Leases Assignment”).

5.2.5         
The Vendor Terminations, forms of which have been delivered to Seller prior to
the expiration of the Feasibility Period, executed by Seller.  Purchaser
shall be responsible for delivering the Vendor Terminations to the vendors
promptly after the Closing.

5.2.6         
The applicable Seller’s closing statement.

5.2.7         
A title affidavit or an indemnity form reasonably acceptable to such Seller,
which is sufficient to enable Title Insurer to delete the standard pre-printed
exceptions to the title insurance policy to be issued pursuant to the Title
Commitment.

5.2.8         
A certification of such Seller’s non-foreign status pursuant to
Section 1445 of the Internal Revenue Code of 1986, as amended.

5.2.9         
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing such Seller’s
authority to consummate this transaction.

5.2.10        Updated Rent
Rolls from each Seller effective as of a date no more than 3 Business Days prior
to the Closing Date; provided, however, that the content of such updated Rent
Rolls shall in no event expand or modify the conditions to Purchaser’s
obligation to close as specified under
Section 8.1.

5.2.11        Updated
Property Contracts Lists from each Seller effective as of a date no more than 3
Business Days prior to the Closing Date; provided, however, that the content of
such updated Property Contracts Lists shall in no event expand or modify the
conditions to Purchaser’s obligation to close as specified under
Section 8.1.

5.2.12       
Such other documents as are reasonably necessary to consummate the transactions
herein contemplated in accordance with the terms of this Contract.

5.3       Purchaser Closing
Deliveries.

 
No later than 1 Business Day prior to the Closing Date (except for the balance
of the Purchase Price which is to be delivered at the time specified in
Section 2.2.4), Purchaser shall deliver to the Escrow
Agent (for disbursement to the applicable Seller upon the Closing) the following
items with respect to each Property being conveyed at the Closing:

5.3.1         
The full Purchase Price for such Property, with credit for the amount of the
Deposit allocated to such Property and the Loan Balance applicable for such
Property, plus or minus the adjustments or prorations required by this
Contract.

5.3.2         
A title affidavit or an indemnity form (pertaining to Purchaser’s activity on
the applicable Property prior to Closing), reasonably acceptable to Purchaser,
which is sufficient to enable Title Insurer to delete the standard pre-printed
exceptions to the title insurance policy to be issued pursuant to the Title
Commitment.

5.3.3         
Any declaration or other statement which may be required to be submitted to the
local assessor.

5.3.4         
Purchaser’s closing statement.

5.3.5         
A countersigned counterpart of the General Assignment.

5.3.6          A
countersigned counterpart of the Leases Assignment.

5.3.7         
Notification letters to all Tenants at such Property prepared and executed by
Purchaser in the form attached hereto as Exhibit G, which shall be
delivered to all Tenants by Purchaser immediately after Closing.

5.3.8         
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof.

5.3.9         
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser’s
authority to consummate this transaction.

5.3.10       
all documents, instruments, guaranties, Assumption Lender Fees, Required Loan
Fund Amounts, and other items or funds required by the applicable Lender to
cause the applicable Loan Assumption and Release for such Property.

5.3.11       
Such other documents as are reasonably necessary to consummate the transactions
herein contemplated in accordance with the terms of this Contract.

5.4       Closing Prorations
and Adjustments.

 
The prorations set forth in this Section 5.4 shall be
on a Property-by-Property basis and not between the Properties.

5.4.1         
General.  With respect to each Property, all normal and customarily
proratable items, including, without limitation, collected rents, operating
expenses, personal property taxes, other operating expenses and fees, shall be
prorated as of the Closing Date, the applicable Seller being charged or
credited, as appropriate, for all of the same attributable to the period up to
the Closing Date (and credited for any amounts paid by the applicable Seller
attributable to the period on or after the Closing Date, if assumed by
Purchaser) and Purchaser being responsible for, and credited or charged, as the
case may be, for all of the same attributable to the period on and after the
Closing Date.  Each Seller shall prepare a proration schedule (the
“Proration Schedule”) of the adjustments described in this
Section 5.4 prior to Closing.

5.4.2         
Operating Expenses.  With respect to each Property, all of the
operating, maintenance, taxes (other than real estate taxes), and other expenses
incurred in operating such Property that such Seller customarily pays, and any
other costs incurred in the ordinary course of business for the management and
operation of such Property, shall be prorated on an accrual basis.  Each
Seller shall pay all such expenses that accrue prior to the Closing Date and
Purchaser shall pay all such expenses that accrue from and after the Closing
Date.

5.4.3         
Utilities.  With respect to each Property, the final readings and
final billings for utilities will be made if possible as of the Closing Date, in
which case each Seller shall pay all such bills as of the Closing Date and no
proration shall be made at the Closing with respect to utility bills. 
Otherwise, a proration shall be made based upon the parties’ reasonable good
faith estimate.  Each Seller shall be entitled to the return of any
deposit(s) posted by it with any utility company, and such Seller shall notify
each utility company serving its Property to terminate its
account, effective as of noon on the Closing Date.

5.4.4         
Real Estate Taxes.  Any real estate ad valorem or similar taxes for
a Property, or any installment of assessments payable in installments which
installment is payable in the calendar year of Closing, shall be prorated to the
date of Closing, based upon actual days involved.  The proration of real
property taxes or installments of assessments shall be based upon the assessed
valuation and tax rate figures (assuming payment at the earliest time to allow
for the maximum possible discount) for the year in which the Closing occurs to
the extent the same are available; provided, however, that in the event that
actual figures (whether for the assessed value of such Property or for the tax
rate) for the year of Closing are not available at the Closing Date, the
proration shall be made using figures from the preceding year (assuming payment
at the earliest time to allow for the maximum possible discount).  The
proration of real property taxes or installments of assessments shall be final
and not subject to re-adjustment after Closing.

5.4.5         
Property Contracts.  Purchaser shall assume at Closing the
obligations under the Property Contracts assumed by Purchaser; however,
operating expenses shall be prorated under
Section 5.4.2.

5.4.6         
Leases.

5.4.6.1 With respect to each Property, all collected rent
(whether fixed monthly rentals, additional rentals, escalation rentals,
retroactive rentals, operating cost pass-throughs or other sums and charges
payable by Tenants under the Leases), income and expenses from any portion of a
Property shall be prorated as of the Closing Date.  Purchaser shall receive
all collected rent and income attributable to dates from and after the Closing
Date.  Each Seller shall receive all collected rent and income attributable
to dates prior to the Closing Date.  Notwithstanding the foregoing, no
prorations shall be made in relation to either (a) non-delinquent rents which
have not been collected as of the Closing Date, or (b) delinquent rents
existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to
herein as the “Uncollected Rents”).  In adjusting for
Uncollected Rents, no adjustments shall be made in a Seller’s favor for rents
which have accrued and are unpaid as of the Closing, but Purchaser shall pay to
such Seller such accrued Uncollected Rents as and when collected by
Purchaser.  Purchaser agrees to bill Tenants of the Properties for all
Uncollected Rents and to take reasonable actions to collect Uncollected
Rents.  Notwithstanding the foregoing, Purchaser’s obligation to collect
Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days
past due, and Purchaser’s collection of rents shall be applied, first, towards
current rent due and owing under the Leases, and, second, to Uncollected
Rents.  After the Closing, each Seller shall continue to have the right,
but not the obligation, in its own name, to demand payment of and to collect
Uncollected Rents owed to such Seller by any Tenant, which right shall include,
without limitation, the right to continue or commence legal actions or
proceedings against any Tenant and the delivery of the Leases Assignment shall
not constitute a waiver by any Seller of such right; provided however, that the
foregoing right of each Seller shall be limited to actions seeking monetary
damages and, in no event, shall any Seller seek to evict any Tenants in any
action to collect Uncollected Rents.  Purchaser
agrees to cooperate with each Seller in connection with all efforts by such
Seller to collect such Uncollected Rents and to take all steps, whether before
or after the Closing Date, as may be necessary to carry out the intention of the
foregoing, including, without limitation, the delivery to each Seller, within 7
days after a written request, of any relevant books and records (including,
without limitation, rent statements, receipted bills and copies of tenant checks
used in payment of such rent), the execution of any and all consents or other
documents, and the undertaking of any act reasonably necessary for the
collection of such Uncollected Rents by such Seller; provided, however, that
Purchaser’s obligation to cooperate with a Seller pursuant to this sentence
shall not obligate Purchaser to terminate any Tenant Lease with an existing
Tenant or evict any existing Tenant from a Property.

5.4.6.2 At Closing, with respect to each Property, Purchaser
shall receive a credit against the applicable Purchase Price in an amount equal
to the received and unapplied balance of all cash (or cash equivalent) Tenant
Deposits, including, but not limited to, security, damage or other refundable
deposits paid by any of the Tenants to secure their respective obligations under
the Leases, together, in all cases, with any interest payable to the Tenants
thereunder as may be required by their respective Tenant Lease or state law (the
“Tenant Security Deposit Balance”).  Any cash (or cash
equivalents) held by a Seller which constitutes the Tenant Security Deposit
Balance shall be retained by the applicable Seller in exchange for the foregoing
credit against the applicable Purchase Price and shall not be transferred by
such Seller pursuant to this Contract (or any of the documents delivered at
Closing), but the obligation with respect to the Tenant Security Deposit Balance
nonetheless shall be assumed by Purchaser.  The Tenant Security Deposit
Balance shall not include any non-refundable deposits or fees paid by Tenants to
any Seller, either pursuant to the Leases or otherwise.

5.4.7         
Existing Loans.  Each Seller shall be responsible for all principal
required to be paid under the terms of the Note applicable to its Property prior
to Closing, together with all interest accrued under such Note prior to Closing,
all of which may be a credit against the Purchase Price for its Property as
provided in Section 2.2.3.  Purchaser shall be
responsible for all Assumption Lender Fees, Required Loan Fund Amounts, and all
other fees, penalties, interest and other amounts due and owing under the
Assumed Loan Documents as a result of any Loan Assumption and Release.  As
set forth in Section 4.7.6, any existing reserves, impounds and other
accounts maintained in connection with the applicable Loan shall be assigned to
Purchaser, and at Closing, Purchaser reimburse the applicable Seller in an
amount equal to the balance of such reserves, impounds and accounts so
assigned.

5.4.8         
Insurance.  No proration shall be made in relation to insurance
premiums and insurance policies will not be assigned to Purchaser.  Seller
shall have the risk of loss of the Properties until 11:59 p.m. the day prior to
the Closing Date, after which time the risk of loss shall pass to Purchaser and
Purchaser shall be responsible for obtaining its own insurance thereafter.

5.4.9         
Employees.  Each Seller and such Seller’s manager’s and on-site
employees for all Properties shall have their employment at the applicable
Property terminated as of the Closing Date.

5.4.10       
Closing Costs.  With respect to each Property, Purchaser shall pay
(a) the cost of recording any instruments required to discharge any liens or
encumbrances against such Property, (b) one-half of any premiums or fees
required to be paid by Purchaser with respect to the applicable Title Policy
pursuant to Section 4.1, (c) all costs of any
endorsements to the Title Policy, (d) one-half of the customary closing costs of
the Escrow Agent and (e) all documentary stamp taxes due in connection with the
Loan Assumption and Release.  Each Seller shall pay (a) the documentary
stamp taxes due in connection with the transfer of its Property and the
recording of the Deed, (b) one-half (1/2) of any premiums or fees required to be
paid by Purchaser with respect to the applicable Title Policy pursuant to
Section 4.1
and (c) one-half of the customary closing costs of the Escrow
Agent.

5.4.11       
Utility Contracts.  If any Seller has entered into an agreement for
the purchase of electricity, gas or other utility service for its Property or a
group of properties (including such Property) (a “Utility
Contract”), or an affiliate of such Seller has entered into a Utility
Contract, either (a) Purchaser either shall assume the Utility Contract with
respect to such Property, or (b) the reasonably calculated costs of the Utility
Contract attributable to such Property from and after the Closing shall be paid
to the applicable Seller at the Closing and such Seller shall remain responsible
for payments under the Utility Contract.

5.4.12       
Possession.  Possession of each Property, subject to the Leases,
Property Contracts, other than Terminated Contracts, and Permitted Exceptions,
shall be delivered to Purchaser at the Closing upon release from escrow of all
items to be delivered by Purchaser pursuant to
Section 5.3.  To the extent reasonably available
to each Seller, originals or copies of its Leases and Property Contracts, lease
files, warranties, guaranties, operating manuals, keys to the property, and such
Seller’s books and records relating to its Property to be conveyed by such
Seller (other than proprietary information) (collectively, “Seller’s
Property-Related Files and Records”) regarding the applicable Property
shall be made available to Purchaser at such Property after the Closing. 
Purchaser agrees, for a period of not less than 3 years after the Closing (the
“Records Hold Period”), to (a) provide and allow the applicable
Seller reasonable access to Seller’s Property-Related Files and Records for
purposes of inspection and copying thereof, and (b) reasonably maintain and
preserve Seller’s Property-Related Files and Records.

5.5       Post Closing
Adjustments.

 
Purchaser or a Seller may request that Purchaser and such Seller undertake to
re-adjust any item on the Proration Schedule (or any item omitted therefrom),
with the exception of real property taxes which shall be final and not subject
to readjustment, in accordance with the provisions of
Section 5.4 of this Contract; provided, however, that neither
party shall have any obligation to re-adjust any items for any Property (a)
after the expiration of 60 days after Closing, or (b) subject to such 60-day
period, unless such items exceed $5,000.00 in magnitude (either individually or
in the aggregate) with respect to such Property.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND
PURCHASER

6.1       Seller’s
Representations.

 
Except, in all cases, for any fact, information or condition disclosed in the
Title Documents, the Permitted Exceptions, the Property Contracts, or the
Materials (other than as set forth in Sections 6.1.5, 6.1.6 or 6.1.7), or
which is otherwise known by Purchaser prior to the Closing, each Seller,
individually and severally with respect only to itself and its Property,
represents and warrants to Purchaser the following (collectively, the
“Seller’s Representations”) as of the Effective Date and as of the
Closing Date; provided that Purchaser’s remedies if any such Seller’s
Representations are untrue as of the Closing Date are limited to those set forth
in Section 8.1:

6.1.1         
Such Seller is validly existing and in good standing under the laws of the state
of its formation set forth above; and, subject to Section 8.2.4 and the
receipt of all approvals required from the applicable Lender for the Loan
Assumption and Release for such Seller’s Property, has or at the Closing shall
have the entity power and authority to sell and convey its Property and to
execute the documents to be executed by such Seller and prior to the Closing
will have taken as applicable, all corporate, partnership, limited liability
company or equivalent entity actions required for the execution and delivery of
this Contract, and the consummation of the transactions contemplated by this
Contract.  The compliance with or fulfillment of the terms and conditions
hereof will not conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, any contract to which such
Seller is a party or by which such Seller is otherwise bound, which conflict,
breach or default would have a material adverse affect on such Seller’s ability
to consummate the transaction contemplated by this Contract or on the
Property.  Subject to Section 8.2.4, this Contract
is a valid and binding agreement against such Seller in accordance with its
terms;

6.1.2         
Such Seller is not a “foreign person,” as that term is used and defined in the
Internal Revenue Code, Section 1445, as amended;

6.1.3         
To such Seller’s knowledge, there are no actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
in writing against such Seller’s Property, which will adversely impact the
Property;

6.1.4         
To such Seller’s knowledge, such Seller has not received any written notice of
any material default by such Seller under any of its Property Contracts that
will not be terminated on the Closing Date;

6.1.5         
To Seller’s knowledge, the Materials delivered to Purchaser and that have been
prepared by Seller (as opposed to Materials prepared by any third parties) are
true and correct in all material respects.

6.1.6         
To such Seller’s knowledge, the applicable Rent Roll (as updated pursuant to
Section 5.2.9 is accurate in all material respects;
and

6.1.7         
To such Seller’s knowledge, the applicable Property Contracts List (as updated
pursuant to Section 5.2.10) is accurate in all material
respects.

6.2       AS-IS.

 
Except for Seller’s Representations, each Property is expressly purchased and
sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.”  The Purchase Price for
each Property and the terms and conditions set forth herein are the result of
arm’s-length bargaining between entities familiar with transactions of this
kind, and said price, terms and conditions reflect the fact that Purchaser shall
have the benefit of, and is not relying upon, any information provided by
Sellers or Broker or statements, representations or warranties, express or
implied, made by or enforceable directly against Sellers or Broker, including,
without limitation, any relating to the value of any Property, the physical or
environmental condition of any Property, any state, federal, county or local
law, ordinance, order or permit; or the suitability, compliance or lack of
compliance of any Property with any regulation, or any other attribute or matter
of or relating to any Property (other than any covenants of title contained in
the Deed conveying a Property and Seller’s Representations with respect to such
Property).  Purchaser agrees that Sellers shall not be responsible or
liable to Purchaser for any defects, errors or omissions, or on account of any
conditions affecting the Properties.  Purchaser, its successors and
assigns, and anyone claiming by, through or under Purchaser, hereby fully
releases each of Seller’s Indemnified Parties from, and irrevocably waives its
right to maintain, any and all claims and causes of action that it or they may
now have or hereafter acquire against any of Seller’s Indemnified Parties with
respect to any and all Losses arising from or related to any defects, errors,
omissions or other conditions affecting the Properties.  Purchaser
represents and warrants that, as of the date hereof and as of the Closing Date,
it has and shall have reviewed and conducted such independent analyses, studies
(including, without limitation, environmental studies and analyses concerning
the presence of lead, asbestos, water intrusion and/or fungal growth and any
resulting damage, PCBs and radon in and about the Properties), reports,
investigations and inspections as it deems appropriate in connection with the
Properties.  If Sellers provide or have provided any documents, summaries,
opinions or work product of consultants, surveyors, architects, engineers, title
companies, governmental authorities or any other person or entity with respect
to the Properties, including, without limitation, the offering prepared by
Broker, Purchaser and Sellers agree that Sellers have done so or shall do so
only for the convenience of the parties, Purchaser shall not rely thereon and
the reliance by Purchaser upon any such documents, summaries, opinions or work
product shall not create or give rise to any liability of or against any of
Seller’s Indemnified Parties.  Purchaser acknowledges and agrees that no
representation has been made and no responsibility is assumed by Sellers with
respect to current and future applicable zoning or building code requirements or
the compliance of the Properties with any other laws, rules, ordinances or
regulations, the financial earning capacity or expense history of the
Properties, the continuation of contracts, continued occupancy levels of the
Properties, or any part thereof, or the continued occupancy by tenants of any
Leases or, without limiting any of the foregoing, occupancy at Closing. 
Prior to Closing, each Seller shall have the right, but not the obligation, to
enforce its rights against any and all of its Property occupants, guests or
tenants within the normal course of business.  Purchaser agrees that the
departure or removal, prior to Closing, of any of such guests, occupants or
tenants shall not be the basis for, nor shall it give rise to, any claim on the
part of Purchaser, nor shall it affect the obligations of Purchaser under this
Contract in any manner whatsoever; and Purchaser shall close title and accept
delivery of the applicable Deed with or without such tenants in possession and
without any allowance or reduction in the applicable Purchase Price under this
Contract.

6.3       Survival of Seller’s
Representations.

 
Sellers and Purchaser agree that Seller’s Representations shall survive Closing
for a period of 9 months (the “Survival Period”).  No Seller shall have liability after the Survival Period with
respect to any of its Seller’s Representations contained herein except to the
extent that Purchaser has requested arbitration against such Seller during the
Survival Period for breach of any of such Seller’s Representations.  Each
Seller shall be liable only for the breach of its own Seller’s
Representations.  Further, the liability for each Seller for breach of its
Seller’s Representations shall be limited to, and capped at, $500,000 for such
Seller’s Property for which a breach of Seller’s Representations occurred, on a
Property-by-Property basis if a Seller is selling more than one Property. 
Such cap on liability shall apply for any individual breach or in the aggregate
for all breaches of such Seller’s Representations with respect to such
Property.  Purchaser shall not be entitled to bring any claim for a breach
of Seller’s Representations unless the claim for damages (either in the
aggregate or as to any individual claim) by Purchaser for a Property exceeds
$5,000.  In the event that a Seller breaches any representation contained
in Section 6.1 and Purchaser had knowledge of such
breach prior to the Closing Date, and elected to close regardless, Purchaser
shall be deemed to have waived any right of recovery, and such Seller shall not
have any liability in connection therewith.

6.4       Definition of
Seller’s Knowledge.

 
Any representations and warranties made “to the knowledge of such Seller” shall
not be deemed to imply any duty of inquiry.  For purposes of this Contract,
the term Seller’s “knowledge” shall mean and refer only to actual
knowledge of the Designated Employees of such Seller and shall not be construed
to refer to the knowledge of any other partner, officer, director, agent,
employee or representative of such Seller, or any affiliate of such Seller, or
to impose upon such Designated Employees any duty to investigate the matter to
which such actual knowledge or the absence thereof pertains, or to impose upon
such Designated Employees any individual personal liability.  

6.5       Representations and
Warranties of Purchaser.

 
For the purpose of inducing Sellers to enter into this Contract and to
consummate the sale and purchase of the Properties in accordance herewith,
Purchaser represents and warrants to Sellers the following as of the Effective
Date and as of the Closing Date:

6.5.1         
Purchaser is a [type entity] duly organized, validly existing and in good
standing under the laws of [Purchaser’s State].

6.5.2         
Purchaser, acting through any of its or their duly empowered and authorized
officers or members, has all necessary entity power and authority to own and use
its properties and to transact the business in which it is engaged, and has full
power and authority to enter into this Contract, to execute and deliver the
documents and instruments required of Purchaser herein, and to perform its
obligations hereunder; and no consent of any of Purchaser’s partners, directors,
officers or members are required to so empower or authorize Purchaser.  The
compliance with or fulfillment of the terms and conditions hereof will not
conflict with, or result in a breach of, the terms, conditions or provisions of,
or constitute a default under, any contract to which Purchaser is a party or by
which Purchaser is otherwise bound, which conflict, breach or default would have
a material adverse effect on Purchaser’s ability to consummate the transaction
contemplated by this Contract.  This Contract is a valid, binding and
enforceable agreement against Purchaser in accordance with its terms.

6.5.3         
No pending litigation or litigation threatened in writing exists which if
determined adversely would restrain the consummation of the transactions
contemplated by this Contract or would declare illegal, invalid or non-binding
any of Purchaser’s obligations or covenants to Sellers.

6.5.4         
Other than Seller’s Representations, Purchaser has not relied on any
representation or warranty made by Sellers or any representative of Sellers
(including, without limitation, Broker) in connection with this Contract and the
acquisition of the Properties.

6.5.5         
The Broker and its affiliates do not, and will not at the Closing, have any
direct or indirect legal, beneficial, economic or voting interest in Purchaser
(or in an assignee of Purchaser, which pursuant to
Section 13.3, acquires any Property at the Closing),
nor has Purchaser or any affiliate of Purchaser granted (as of the Effective
Date or the Closing Date) the Broker or any of its affiliates any right or
option to acquire any direct or indirect legal, beneficial, economic or voting
interest in Purchaser.

6.5.6         
Purchaser is not a Prohibited Person.

6.5.7         
To Purchaser’s knowledge, none of its investors, affiliates or brokers or other
agents (if any), acting or benefiting in any capacity in connection with this
Contract is a Prohibited Person.

6.5.8         
The funds or other assets Purchaser will transfer to Sellers under this Contract
are not the property of, or are not beneficially owned, directly or indirectly,
by a Prohibited Person.

6.5.9         
The funds or other assets Purchaser will transfer to Seller under this Contract
are not the proceeds of specified unlawful activity as defined by 18 U.S.C.
§ 1956(c)(7).

ARTICLE VII
OPERATION OF THE PROPERTIES

7.1       Leases and Property
Contracts.

 
During the period of time from the Effective Date to the Closing Date, in the
ordinary course of business each Seller may, with respect to its Property, enter
into new Property Contracts, new Leases, renew existing Leases or modify,
terminate or accept the surrender or forfeiture of any of the Leases, modify any
Property Contracts so long as such Property Contract is (a) not extended past
the Closing unless expressly authorized by Purchaser or (b) terminable on not
more than thirty (30) days’ notice without penalty, or institute and prosecute
any available remedies for default under any Lease or Property Contract without
first obtaining the written consent of Purchaser; provided, however, each Seller
agrees that any such new Property Contracts or any new or renewed Leases shall
not have a term in excess of 1 year without the prior written consent of
Purchaser, which consent shall not be unreasonably withheld, conditioned or
delayed.

7.2       General Operation of
Property.

 
Except as specifically set forth in this Article VII, each Seller
shall operate its Property after the Effective Date in the ordinary course of business, and except as necessary in such Seller’s sole
discretion to address (a) any life or safety issue at its Property or (b) any
other matter which in such Seller’s reasonable discretion materially adversely
affects the use, operation or value of such Property, such Seller will not make
any material alterations to its Property or remove any material Fixtures and
Tangible Personal Property without the prior written consent of Purchaser which
consent shall not be unreasonably withheld, conditioned or delayed.

7.3       Liens.

 
Other than utility easements and temporary construction easements granted by a
Seller in the ordinary course of business, each Seller covenants that it will
not create or cause any lien or encumbrance to attach to its Property between
the Effective Date and the Closing Date (other than Leases and Property
Contracts as provided in Section 7.1) unless Purchaser
approves such lien or encumbrance, which approval shall not be unreasonably
withheld, conditioned or delayed.  If Purchaser approves any such
subsequent lien or encumbrance, the same shall be deemed a Permitted Encumbrance
for all purposes hereunder.

7.4       Tax
Reduction Proceedings

 
If any tax reduction proceedings, tax protest proceedings or tax assessment
appeals for any one or more of the Properties, relating to any fiscal years
through and including fiscal year 2009, are pending at the time of the Closing,
Sellers reserve and shall have the right to continue to prosecute and/or settle
the same without the consent of Purchaser.  Currently, tax appeals are
pending for each Property.  Each Seller hereby reserves and shall have the
exclusive right, at any time after the Closing Date for such Seller’s Property,
to institute a tax reduction proceeding, tax protest proceeding or tax
assessment appeal for such Property with respect to fiscal year 2009 (which
taxes are being adjusted hereunder on an accrual basis, but are payable to the
taxing authorities in 2010), and each Seller shall have the right to continue to
prosecute and/or settle the same without the consent of Purchaser. 
Purchaser agrees that it shall not independently institute any such tax
reduction proceedings, tax protests or tax assessment appeals for any one or
more of the Properties with respect to the 2009 tax year.  Purchaser shall
cooperate with Sellers, at Sellers’ sole cost and expense, in connection with
the prosecution and/or settlement of any such tax reduction proceedings, tax
protests or tax assessment appeals, including executing such documents as
Sellers may reasonably request in order for Sellers to prosecute and/or settle
any such proceedings.  Any refunds or savings in the payment of taxes
resulting from such tax reduction proceedings, tax protests or tax assessment
appeals applicable to the period prior to the Closing Date for a Property shall
belong to the Seller of such Property, and any refunds or savings in the payment
of taxes applicable to the period from and after the Closing Date for such
Property shall belong to Purchaser. All attorneys’ fees and other expenses
incurred in obtaining such refunds or savings shall be apportioned between the
applicable Seller and Purchaser in proportion to the gross amount of such
refunds or savings payable to the applicable Seller and Purchaser, respectively,
except that Purchaser’s liability for such fees and other expenses shall not
exceed the refund or savings so obtained.  The provisions of this
Section 7.4 shall survive the applicable Closing for each Property.

ARTICLE VIII
CONDITIONS
PRECEDENT TO CLOSING

8.1       Purchaser’s
Conditions to Closing.

 
Purchaser’s obligation to close under this Contract shall be subject to and
conditioned upon the fulfillment of the following conditions precedent:

8.1.1         
All of the documents required to be delivered by Sellers to Purchaser at the
Closing pursuant to the terms and conditions hereof shall have been
delivered;

8.1.2         
Each of Seller’s Representations shall be true in all material respects as of
the Closing Date;

8.1.3         
Each Seller shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed by such Seller hereunder;

8.1.4         
No Seller nor any of Seller’s general partners shall be a debtor in any
bankruptcy proceeding nor shall have been in the last 6 months a debtor in any
bankruptcy proceeding; and

8.1.5         
Title Insurer shall be committed (subject only to the receipt of the applicable
title insurance premiums) to issue the Title Policy subject only to the
Permitted Exceptions. 

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser’s
obligation to Close except as expressly set forth in this
Section 8.1.  If any condition set forth in
Sections 8.1.1, 8.1.3 or
8.1.4 is not met, Purchaser may (a) waive any of the foregoing
conditions and proceed to Closing on the Closing Date with no offset or
deduction from the Purchase Price for any Property, or (b) notify Sellers’
Representative in writing of Purchaser’s decision to terminate this Contract in
its entirety with respect to both Properties (but not in part with respect to
one Property) (a “Termination Notice”), whereupon the Deposit
shall be returned to Purchaser.  If the condition set forth in
Section 8.1.2 is not met, Seller shall not be in
default pursuant to Section 10.2, and Purchaser may, as
its sole and exclusive remedy either (x) provide a Termination Notice to
Sellers’ Representative or (y) waive such condition and proceed to Closing on
the Closing Date with no offset or deduction from the Purchase Price for any
Property.

8.2       Sellers’ Conditions
to Closing.

 
Without limiting any of the rights of any Seller elsewhere provided for in this
Contract, each Seller’s obligation to close with respect to conveyance of its
Property under this Contract shall be subject to and conditioned upon the
fulfillment of the following conditions precedent:

8.2.1         
All of the documents and funds required to be delivered by Purchaser to Seller
at the Closing pursuant to the terms and conditions hereof shall have been
delivered;

8.2.2         
Each of the representations, warranties and covenants of Purchaser contained
herein shall be true in all material respects as of the Closing Date;

8.2.3         
Purchaser shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed by Purchaser hereunder;

8.2.4         
Sienna Seller has informed Purchaser that in connection with the sale of the
Property pursuant to this Contract, Sienna Seller is required to file an
information statement with the United States Securities Exchange Commission (the
“SEC”) pursuant to Rule 14(c) of the Securities Exchange Act of
1934, as amended (the “Information Statement”).  Sienna
Seller shall file the Information Statement with the SEC after the Effective
Date.  It shall be a condition to Sienna Seller’s closing obligations
hereunder that (A) either (x) Sienna Seller has not received any comments on the
Information Statement from SEC for a period of 10 business days after the
Information Statement has been filed with the SEC or (y) if Sienna Seller has
received comments from the SEC within such 10 business day period, such comments
have been addressed to the satisfaction of the SEC and the SEC has confirmed
that it has no further comments to the Information Statement and (B) thereafter
the Information Statement has been delivered to each of the limited partners of
Sienna Seller and a period of not less than 20 days has expired;

8.2.5         
With respect to each Property, the applicable Loan Assumption and Release shall
have occurred; and

8.2.6         
There shall not be any pending litigation or, to the knowledge of either
Purchaser or Seller, any litigation threatened in writing, which, if adversely
determined, would restrain the consummation of any of the transactions
contemplated by this Contract or declare illegal, invalid or nonbinding any of
the covenants or obligations of the Purchaser. 

If
any of the foregoing conditions in Sections 8.2.1
through 8.2.5. to a Seller’s obligation to close with respect to
conveyance of its Property under this Contract are not met, Sellers may (a)
waive any of the foregoing conditions and proceed to Closing on the Closing
Date, (b) terminate this Contract in its entirety with respect to both
Properties (but not in part with respect to one Property), and, if such failure
constitutes a default by Purchaser, exercise any of its remedies under
Section 10.1.  The termination of this Contract
pursuant to this Section 8.2 shall be exercised by
written notice from Sellers’ Representative to Purchaser by 12:00 p.m. of the
Closing Date.

ARTICLE IX
BROKERAGE

9.1       Indemnity.

 
Each Seller, severally and individually, represents and warrants to Purchaser
that it has dealt only with Jamie B. May, c/o Marcus & Millichap, 100 North
Tampa Street, Suite 1620, Tampa, Florida 33602 (“Broker”) in
connection with this Contract.  Each Seller, severally and individually,
and Purchaser each represents and warrants to the other that, other than Broker,
it has not dealt with or utilized the services of any other real estate broker,
sales person or finder in connection with this Contract, and each party agrees
to indemnify, hold harmless, and, if requested in the sole and absolute
discretion of the indemnitee, defend (with counsel approved by the indemnitee)
the other party from and against all Losses relating to brokerage commissions
and finder’s fees arising from or attributable to the acts or omissions of the
indemnifying party.  The terms and provisions of this Section 9.1 shall
survive the Closing or any termination of this Contract.

9.2       Broker
Commission.

 
If the Closing occurs, each Seller agrees to pay Broker a commission according
to the terms of a separate contract.  Broker shall not be deemed a party or
third party beneficiary of this Contract.  As a condition to each Seller’s
obligation to pay the commission, Broker shall execute the signature page for
Broker attached hereto solely for purposes of confirming the matters set forth
therein.

ARTICLE X
DEFAULTS AND
REMEDIES

10.1     Purchaser Default.

 
If Purchaser defaults in its obligations hereunder to (a) deliver the
Additional Deposit (or any other deposit or payment required of Purchaser
hereunder except for the Initial Deposit), (b) deliver to Sellers the deliveries
specified under Section 5.3 on the date required
thereunder, or (c) deliver the Purchase Price for each Property at the time
required by Section 2.2.4 and close on the purchase of
the Properties on the Closing Date, then, immediately and without the right to
receive notice or to cure pursuant to Section 2.3.3,
Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the
amount of the Deposit allocated to such Property to each Seller, and neither
party shall be obligated to proceed with the purchase and sale of the
Properties.  If Purchaser defaults in its obligation hereunder to deliver
the Initial Deposit within two (2) Business Days following the Effective Date,
then immediately and without the right to receive notice or to cure pursuant to
Section 2.3.3, this Contract shall terminate and neither party shall be
obligated to proceed with the purchase and sale of the Properties.  If
Purchaser defaults in any of its other representations, warranties or
obligations under this Contract, and such default continues for more than 10
days after written notice from Sellers’ Representative, then Purchaser shall
forfeit the Deposit, and the Escrow Agent shall deliver the amount of the
Deposit allocated to such Property to each Seller, and neither party shall be
obligated to proceed with the purchase and sale of the Property.  The
Deposit is liquidated damages and recourse to the Deposit is, except for
Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole
and exclusive remedy for Purchaser’s failure to perform its obligation to
purchase the Properties or breach of a representation or warranty.  Sellers
expressly waive the remedies of specific performance and additional damages for
such default by Purchaser.  SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’
DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE
ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS
OBLIGATION TO PURCHASE THE PROPERTY.  SELLERS AND PURCHASER FURTHER AGREE
THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE
AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST
PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY
PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY
OBLIGATIONS HEREUNDER.

10.2     Seller Default.

 
If a Seller, prior to the Closing, defaults in its covenants or obligations
under this Contract, including to sell its Property as required by this Contract
and such default continues for more than 10 days after written notice from
Purchaser, then, at Purchaser’s election and as Purchaser’s sole and exclusive
remedy, Purchaser may either (a) subject to the Conditions below, seek specific
performance of the defaulting Seller’s obligations to
deliver its Deed pursuant to this Contract (but not damages), or (b) terminate
this Contract in its entirety with respect to both Properties (but not in part
with respect to one Property).  If this Contract is terminated, Purchaser
shall recover the Deposit and Purchaser may recover, as its sole recoverable
damages (but without limiting its right to receive a refund of the Deposit), its
direct and actual out-of-pocket expenses and costs (documented by paid invoices
to third parties) in connection with the Properties, which damages shall not
exceed $50,000 per Property.  Purchaser may seek specific performance of
defaulting Seller’s obligation to deliver the Deed pursuant to this Contract
only if, as a condition precedent to initiating such litigation for specific
performance, Purchaser first shall (i) deliver all Purchaser Closing documents
to Escrow Agent in accordance with the requirements of this Contract, including,
without limitation, Section 5.3 (with the exception of
Section 5.3.1); (ii) not otherwise be in default under
this Contract; and (iii) file suit therefor with the court on or before the 90th
day after the Closing Date.  If this Contract is terminated in whole or in
part, Purchaser agrees that it shall promptly deliver to each Seller an
assignment of all of Purchaser’s right, title and interest in and to (together
with possession of) all plans, studies, surveys, reports, and other materials
paid for with the out-of-pocket expenses reimbursed by Sellers pursuant to the
foregoing sentence.  SELLERS AND PURCHASER FURTHER AGREE THAT THIS
SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF
DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE
PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERS, BOTH AT LAW AND IN EQUITY ARISING
FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR
COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT.  UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO
RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES,
ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLERS FOR ANY BREACH BY A
SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER
THIS CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS
PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY
ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS
DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

 

ARTICLE XI
RISK OF LOSS
OR CASUALTY

11.1     Major Damage.

 
In the event that a Property is damaged or destroyed by fire or other casualty
prior to Closing, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the “Repairs”) is
more than the Applicable Damage Amount, then the applicable Seller shall have no
obligation to make such Repairs, and shall notify Purchaser in writing of such
damage or destruction (the “Damage Notice”).  Within 10 days
after Purchaser’s receipt of the Damage Notice, Purchaser may provide a
Termination Notice to Sellers’ Representative to terminate this Contract in its
entirety with respect to both Properties (but not in part with respect to one
Property).

11.2     Minor Damage.

 
In the event that a Property is damaged or destroyed by fire or other casualty
prior to the Closing, and the cost of Repairs is equal to or less than the
Applicable Damage Amount, then this transaction shall be
closed in accordance with Section 11.3, notwithstanding
such casualty.  In such event, applicable Seller may at its election
endeavor to make such Repairs to the extent of any recovery from insurance
carried on the Property, if such Repairs can be reasonably effected before the
Closing.  Regardless of applicable Seller’s election to commence such
Repairs, or applicable Seller’s ability to complete such Repairs prior to
Closing, this transaction shall be closed in accordance with
Section 11.3 below.

11.3     Closing.

 
In the event Purchaser fails to terminate this Contract following a casualty as
set forth in Section 11.1, or in the event of a
casualty as set forth in Section 11.2, then this
transaction shall be closed in accordance with the terms of the Contract, at
applicable Seller’s election, either (i) for the full Purchase Price,
notwithstanding any such casualty, in which case Purchaser shall, at Closing,
execute and deliver an assignment and assumption (in a form reasonably required
by the applicable Seller) of such Seller’s rights and obligations with respect
to the insurance claim related to such casualty, and thereafter Purchaser shall
receive all insurance proceeds pertaining to such claim, less any amounts which
may already have been spent by applicable Seller for Repairs (plus a credit
against the Purchase Price at Closing in the amount of any deductible payable by
applicable Seller in connection therewith); or (ii) for the full Purchase Price
less a credit to Purchaser in the amount necessary to complete such Repairs
(less any amounts which may already have been spent by applicable Seller for
Repairs).

11.4     Repairs.

 
To the extent that applicable Seller elects to commence any Repairs prior to
Closing, then applicable Seller shall be entitled to receive and apply available
insurance proceeds to any portion of such Repairs completed or installed prior
to Closing, with Purchaser being responsible for completion of such Repairs
after Closing.  To the extent that any Repairs have been commenced prior to
Closing, then the Property Contracts shall include, and Purchaser shall assume
at Closing, all construction and other contracts entered into by applicable
Seller in connection with such Repairs.  

ARTICLE XII
EMINENT
DOMAIN

12.1    
Eminent Domain.

 
If, at the time of Closing, any material part of a Property is (or previously
has been) acquired, or is about to be acquired, by any governmental agency by
the powers of eminent domain or transfer in lieu thereof (or in the event that
at such time there is any notice of any such acquisition or intent to acquire by
any such governmental agency), Purchaser shall have the right, at Purchaser’s
option, to terminate this Contract in its entirety with respect to both
Properties (but not in part with respect to one Property).

ARTICLE XIII
MISCELLANEOUS

13.1    
Binding Effect of Contract.

 
This Contract shall not be binding on any party until executed by both Purchaser
and all Sellers.  Neither the Escrow Agent’s nor the Broker’s execution of
this Contract shall be a prerequisite to its effectiveness.  Subject to
Section 13.3, this Contract shall be binding upon and
inure to the benefit of Sellers and Purchaser, and their respective successors,
and permitted assigns.

13.2     Exhibits and Schedules.

 
All Exhibits and Schedules, whether or not annexed hereto, are a part of this
Contract for all purposes.

13.3     Assignability.

 
Except to the extent required to comply with the provisions of
Section 13.18 related to a 1031 Exchange, this Contract
is not assignable by Purchaser without first obtaining the prior written
approval of Sellers’ Representative.  Notwithstanding the foregoing,
Purchaser may assign this Contract, without first obtaining the prior written
approval of Sellers’ Representative, to one or more entities so long as (a)
Purchaser is an affiliate of the purchasing entity(ies), (b) Purchaser is not
released from its liability hereunder, and (c) Purchaser provides written notice
to Sellers’ Representative of any proposed assignment no later than 10 days
prior to the Closing Date.  As used herein, an affiliate is a person or
entity controlled by, under common control with, or controlling another person
or entity.

13.4    
Captions.

 
The captions, headings, and arrangements used in this Contract are for
convenience only and do not in any way affect, limit, amplify, or modify the
terms and provisions hereof.

13.5     Number
and Gender of Words.

 
Whenever herein the singular number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.

13.6    
Notices.

 
All notices, demands, requests and other communications required or permitted
hereunder shall be in writing, and shall be (a) personally delivered with a
written receipt of delivery; (b) sent by a nationally recognized overnight
delivery service requiring a written acknowledgement of receipt or providing a
certification of delivery or attempted delivery; (c) sent by certified or
registered mail, return receipt requested; or (d) sent by confirmed facsimile
transmission or electronic delivery with an original copy thereof transmitted to
the recipient by one of the means described in subsections (a) through (c) no
later than 3 Business Days thereafter.  All notices shall be deemed
effective when actually delivered as documented in a delivery receipt; provided,
however, that if the notice was sent by overnight courier or mail as aforesaid
and is affirmatively refused or cannot be delivered during customary business
hours by reason of the absence of a signatory to acknowledge receipt, or by
reason of a change of address with respect to which the addressor did not have
either knowledge or written notice delivered in accordance with this paragraph,
then the first attempted delivery shall be deemed to constitute delivery. 
Each party shall be entitled to change its address for notices from time to time
by delivering to the other party notice thereof in the manner herein provided
for the delivery of notices.  All notices shall be sent to the addressee at
its address set forth following its name below:

To Purchaser:

5353 Cartwright Avenue
Suite
317
North Hollywood, California 91601
Attention:  Daniel
Markel
Telephone:  818-760-1018 extension
223
Facsimile:  818-760-1038
dan.markel@thedtgroup.com

with
copy to:

Welch Law Firm
Landmark Building
1299 Farnam
Street
Suite 1220
Omaha, Nebraska 68102
Attention:  Larry Welch,
Jr., Esq. or Ryan Scott, Esq.
Telephone: 402-341-1200
Facsimile:
402-341-1515
larryjr@welchlawfirm.com or ryan@welchlawfirm.com 

To
Seller:

c/o AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  Mark Reoch and Brian
Bornhorst
Telephone:  303-757-9101 (Mark Reoch) and 303-691-4472 (Brian
Bornhorst)
Facsimile:  303-300-3261 (Mark Reoch and Brian
Bornhorst)
mark.reoch@aimco.com and brian.bornhorst@aimco.com

And:

c/o
AIMCO
4582 South Ulster Street Parkway
Suite 1100
Denver,
Colorado  80237
Attention:  Mr. Harry Alcock
Telephone: 
303-691-4344
Facsimile: 
303-300-3282
harry.alcock@aimco.com

with copy to:

AIMCO
4582 South Ulster Street
Parkway
Suite 1100
Denver, Colorado  80237
Attention:  John
Spiegleman, Esq.
Telephone: 303-691-4303
Facsimile: 
720-200-6882
john.spiegleman@aimco.com

and
a copy to:

Marcus & Millichap
100 North Tampa Street
Suite
1620
Tampa, Florida 33602
Attention:  Jamie B. May
Telephone:
813-221-7100 ext 1340
Facsimile: 
813-221-7110
jbm@marcusmillichap.com

and
a copy to:

Bryan Cave LLP
1290 Avenue of the Americas
New York, New
York 10104
Attention:  Sandor A. Green, Esq.
Telephone:
212-541-2049
Facsimile:  212-541-1449
sagreen@bryancave.com

Any
notice required hereunder to be delivered to the Escrow Agent shall be delivered
in accordance with above provisions as follows:

Stewart
Title Guaranty Company
Stewart Title Guaranty Company

1980
Post Oak Boulevard

Suite
610

Houston,
Texas 77056

Attention: 
Wendy Howell

Telephone: 
800-729-1906

Facsimile: 
713-552-1703
whowell@stewart.com

Unless specifically required to be delivered to the Escrow
Agent pursuant to the terms of this Contract, no notice hereunder must be
delivered to the Escrow Agent in order to be effective so long as it is
delivered to the other party in accordance with the above provisions.

13.7    
Governing Law and Venue.

 
The laws of the State of Florida shall govern the validity, construction,
enforcement, and interpretation of this Contract, unless otherwise specified
herein except for the conflict of laws provisions thereof.  Subject to
Section 13.24, all claims, disputes and other matters in
question arising out of or relating to this Contract, or the breach thereof,
shall be decided by proceedings instituted and litigated in a court of competent
jurisdiction in the state in which the Property is situated, and the parties
hereto expressly consent to the venue and jurisdiction of such court.

13.8     Entire Agreement.

 
This Contract embodies the entire Contract between the parties hereto concerning
the subject matter hereof and supersedes all prior conversations, proposals,
negotiations, understandings and agreements, whether written or oral.

13.9    
Amendments.

 
This Contract shall not be amended, altered, changed, modified, supplemented or
rescinded in any manner except by a written contract executed by all of the
parties; provided, however, that, (a) the signature of the Escrow Agent shall
not be required as to any amendment of this Contract other than an amendment of
Section 2.3, and (b) the signature of the Broker shall not be
required as to any amendment of this Contract.

13.10  
Severability.

 
If any part of this Contract shall be held to be invalid or unenforceable by a
court of competent jurisdiction, such provision shall be reformed, and enforced
to the maximum extent permitted by law.  If such provision cannot be
reformed, it shall be severed from this Contract and the remaining portions of
this Contract shall be valid and enforceable.

13.11   Multiple
Counterparts/Facsimile Signatures.

 
This Contract may be executed in a number of identical counterparts.  This
Contract may be executed by facsimile signatures or electronic delivery of
signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.

13.12  
Construction.

 
No provision of this Contract shall be construed in favor of, or against, any
particular party by reason of any presumption with respect to the drafting of
this Contract; both parties, being represented by counsel, having fully
participated in the negotiation of this instrument.

13.13  
Confidentiality.

 
Purchaser shall not disclose the terms and conditions contained in this Contract
and shall keep the same confidential, provided that Purchaser may disclose the
terms and conditions of this Contract (a) as required by law, (b) to consummate
the terms of this Contract, or any financing relating thereto, or (c) to
Purchaser’s or Sellers’ lenders, attorneys and accountants.  Any
information obtained by Purchaser in the course of its inspection of the
Properties, and any Materials provided by Sellers to Purchaser hereunder, shall
be confidential and Purchaser shall be prohibited from making such information
public to any other person or entity other than its Consultants, without the
prior written authorization of Sellers’ Representative, which may be granted or
denied in the sole discretion of Sellers’ Representative.  In addition, Purchaser shall use its reasonable efforts to
prevent its Consultants from divulging any such confidential information to any
unrelated third parties except as reasonably necessary to third parties engaged
by Purchaser for the limited purpose of analyzing and investigating such
information for the purpose of consummating the transaction contemplated by this
Contract.  Unless and until the Closing occurs, Purchaser shall not market
any of the Properties (or any portion thereof) to any prospective purchaser or
lessee without the prior written consent of Sellers’ Representative, which
consent may be withheld in Sellers’ Representative’s sole discretion. 
Notwithstanding the provisions of Section 13.8, Purchaser
agrees that the covenants, restrictions and agreements of Purchaser contained in
any confidentiality agreement executed by Purchaser prior to the Effective Date
shall survive the execution of this Contract and shall not be superseded
hereby.

13.14   Time of the
Essence.

 
It is expressly agreed by the parties hereto that time is of the essence with
respect to this Contract and any aspect thereof.

13.15   Waiver.

 
No delay or omission to exercise any right or power accruing upon any default,
omission, or failure of performance hereunder shall impair any right or power or
shall be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient.  No
waiver, amendment, release, or modification of this Contract shall be
established by conduct, custom, or course of dealing and all waivers must be in
writing and signed by the waiving party.

13.16   Attorneys’
Fees.

 
In the event either party hereto commences litigation or arbitration against the
other to enforce its rights hereunder, the prevailing party in such litigation
shall be entitled to recover from the other party its reasonable attorneys’ fees
and expenses incidental to such litigation and arbitration, including the cost
of in-house counsel and any appeals.

13.17   Time Zone/Time
Periods.

 
Any reference in this Contract to a specific time shall refer to the time in the
time zone where the Escrow Agent is located.  (For example, a reference to
3:00 p.m. refers to 3:00 p.m. MST if the Escrow Agent is located in Denver,
CO.)  Should the last day of a time period fall on a weekend or legal
holiday, the next Business Day thereafter shall be considered the end of the
time period.

13.18   1031 Exchange.

 
Sellers and Purchaser acknowledge and agree that the purchase and sale of each
Property may be part of a tax-free exchange for either Purchaser or a Seller
pursuant to Section 1031 of the Code, the regulations promulgated
thereunder, revenue procedures, pronouncements and other guidance issued by the
Internal Revenue Service.  Each party hereby agrees to cooperate with each
other and take all reasonable steps on or before the Closing Date to facilitate
such exchange if requested by the other party, provided that (a) no party making
such accommodation shall be required to acquire any substitute property, (b)
such exchange shall not affect the representations, warranties, liabilities and
obligations of the parties to each other under this Contract, (c) no party
making such accommodation shall incur any additional cost, expense or liability
in connection with such exchange (other than expenses of reviewing and executing
documents required in connection with such exchange), and (d) no dates in this
Contract will be extended as a result thereof, except as specifically provided
herein.  Notwithstanding anything in this Section 13.18
to the contrary, any Seller shall have the right to extend
the Closing Date (as previously extended pursuant to
Section 5.1) for up to 30 days in order to facilitate a
tax-free exchange pursuant to this Section 13.18, and to
obtain all documentation in connection therewith.

13.19   No Personal
Liability of Officers, Trustees or Directors of Seller’s Partners.

 
Purchaser agrees that none of any Seller’s Indemnified Parties shall have any
personal liability under this Contract or any document executed in connection
with the transactions contemplated by this Contract.

13.20   Intentionally Omitted.

13.21   ADA Disclosure.

 
Purchaser acknowledges that the Properties may be subject to the federal
Americans With Disabilities Act (the “ADA”) and the federal Fair
Housing Act (the “FHA”).  The ADA requires, among other
matters, that tenants and/or owners of “public accommodations” remove barriers
in order to make a property accessible to disabled persons and provide auxiliary
aids and services for hearing, vision or speech impaired persons.  Sellers
make no warranty, representation or guarantee of any type or kind with respect
to any Property’s compliance with the ADA or the FHA (or any similar state or
local law), and Sellers expressly disclaim any such representations.

13.22   No
Recording.

 
Purchaser shall not cause or allow this Contract or any contract or other
document related hereto, nor any memorandum or other evidence hereof, to be
recorded or become a public record without the prior written consent of Sellers’
Representative, which consent may be withheld in the sole discretion of Sellers’
Representative.  If Purchaser records this Contract or any other memorandum
or evidence thereof, Purchaser shall be in default of its obligations under this
Contract.  Purchaser hereby appoints Sellers’ Representative as Purchaser’s
attorney-in-fact to prepare and record any documents necessary to effect the
nullification and release of the contract or other memorandum or evidence
thereof from the public records.  This appointment shall be coupled with an
interest and irrevocable.

13.23   Relationship of
Parties.

 
Purchaser and Sellers acknowledge and agree that the relationship established
between the parties pursuant to this Contract is only that of a seller and a
purchaser of property.  Neither Purchaser nor Sellers is, nor shall either
hold itself out to be, the agent, employee, joint venturer or partner of the
other party.

13.24   Dispute Resolution.

 
Any controversy, dispute, or claim of any nature arising out of, in connection
with, or in relation to the interpretation, performance, enforcement or breach
of this Contract (and any closing document executed in connection herewith),
including any claim based on contract, tort or statute, shall be resolved at the
written request of any party to this Contract by binding arbitration.  The
arbitration shall be administered in accordance with the then current Commercial
Arbitration Rules of the American Arbitration Association.  Any matter to
be settled by arbitration shall be submitted to the American Arbitration
Association in the state in which the Property is located.  The parties
shall attempt to designate one arbitrator from the American Arbitration
Association.  If they are unable to do so within 30 days after written
demand therefor, then the American Arbitration Association shall designate an
arbitrator.  The arbitration shall be final and binding, and enforceable in
any court of competent jurisdiction.  The arbitrator shall award attorneys’
fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to the
party which is not the prevailing party.  Notwithstanding anything herein
to the contrary, this Section 13.24 shall not prevent
Purchaser or Sellers from seeking and obtaining equitable relief on a temporary
or permanent basis, including, without limitation, a temporary restraining
order, a preliminary or permanent injunction or similar equitable relief, from a
court of competent jurisdiction located in the state in which the Property is
located (to which all parties hereto consent to venue and jurisdiction) by
instituting a legal action or other court proceeding in order to protect or
enforce the rights of such party under this Contract or to prevent irreparable
harm and injury.  The court’s jurisdiction over any such equitable matter,
however, shall be expressly limited only to the temporary, preliminary, or
permanent equitable relief sought; all other claims initiated under this
Contract between the parties hereto shall be determined through final and
binding arbitration in accordance with this
Section 13.24.

13.25   AIMCO
Marks.

 
Purchaser agrees that Sellers, the Property Manager or AIMCO, or their
respective affiliates, are the sole owners of all right, title and interest in
and to the AIMCO Marks (or have the right to use such AIMCO Marks pursuant to
license agreements with third parties) and that no right, title or interest in
or to the AIMCO Marks is granted, transferred, assigned or conveyed as a result
of this Contract.  Purchaser further agrees that Purchaser will not use the
AIMCO Marks for any purpose.

13.26   Non-Solicitation
of Employees.

 
Prior to the expiration of the Feasibility Period, Purchaser acknowledges and
agrees that, without the express written consent of Sellers’ Representative,
neither Purchaser nor any of Purchaser’s employees, affiliates or agents shall
solicit any of Seller’s employees or any employees located at any Property (or
any of any Seller’s affiliates’ employees located at any property owned by such
affiliates) for potential employment.

13.27   Survival.

 
Except for (a) all of the provisions of this Article XIII (other
than Section 13.18 and 13.20), and (b)
Sections 2.3, 3.3, 3.4,
3.5, 5.4, 5.5, 6.2,
6.5, 7.4, 9.1 and 11.4; (c) any
other provisions in this Contract, that by their express terms survive the
termination or Closing, and (d) any payment obligation of Purchaser under this
Contract (the foregoing (a), (b), (c) and (d) referred to herein as the
“Survival Provisions”), none of the terms and provisions of this
Contract shall survive the termination of this Contract, and, if the Contract is
not so terminated, all of the terms and provisions of this Contract (other than
the Survival Provisions, which shall survive the Closing) shall be merged into
the Closing documents and shall not survive Closing.

13.28   Multiple
Purchasers.

 
As used in this Contract, the term “Purchaser” means all entities
acquiring any interest in any Properties at the Closing, including, without
limitation, any assignee(s) of the original Purchaser pursuant to
Section 13.3 of this Contract.  In the event that
“Purchaser” has any obligations or makes any covenants, representations or
warranties under this Contract, the same shall be made jointly and severally by
all entities being a Purchaser hereunder.

13.29   Sellers’ Several
Obligations.

 
Purchaser agrees that, notwithstanding any other provision of this Contract to
the contrary, the representations, warranties, obligations, and covenants of
each Seller are individual and several, and not joint and several, and that each
Seller is responsible and liable only for its own Property
and its own representations, warranties, obligations, and covenants. 
Purchaser agrees that it shall look solely to the applicable Seller for any
amount due hereunder or, obligation owed hereunder, and further waives any and
all claims against any other party or Property for payment or performance of the
same, including, without limitation, any other Seller or AIMCO, or any partner,
member, manager, shareholder, director, officer, employee, affiliate,
representative or agent of any Seller or AIMCO.

13.30   Obligation to
Close on all Properties.

 
Purchaser’s obligation to purchase the Properties is not severable and Purchaser
must purchase both Properties on the Closing Date.  Similarly, Sellers’
obligations to sell the Properties are not severable and Sellers must sell both
Properties to Purchaser on the Closing Date.  For sake of clarification, in
all instances in which a Seller shall terminate this Contract as to its
Property, the other Seller shall also have the obligation to terminate this
Contract as to its Property.

13.31   Radon Gas.

 
Radon is a naturally occurring radioactive gas that, when it has accumulated in
a building in sufficient quantities, may present health risks to persons who are
exposed to it over time.  Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida.  Additional information
regarding radon and radon testing may be obtained from your county health
department.  This paragraph is provided for informational purposes pursuant
to Section 404.056(5), Florida Statutes.

13.32   Energy Efficiency.

 
Purchaser may have the building’s energy efficiency rating determined. 
Seller has, simultaneously with the execution hereof, delivered to Purchaser a
copy of the Florida Building Energy Efficiency Rating System pamphlet prepared
by the State of Florida Department of Community Affairs.  This paragraph is
provided for informational purposes pursuant to Section 553.996, Florida
Statutes.

ARTICLE XIV
LEAD–BASED
PAINT DISCLOSURE

14.1     Disclosure.

 
Sellers and Purchaser hereby acknowledge delivery of the Lead Based Paint
Disclosure attached as Exhibit H hereto.

 [Remainder
of Page Intentionally Left Blank]


NOW, THEREFORE, the parties hereto have executed this
Contract as of the date first set forth above.

Seller:

FISHERMAN'S
LANDING APARTMENTS LIMITED PARTNERSHIP, a Florida limited partnership

 

By:   
AIMCO HOLDINGS, L.P., a Delaware limited partnership, its general partner

 

By:   
AIMCO HOLDINGS QRS, INC., a Delaware corporation, its general partner

 

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

CCIP/3
SANDPIPER, LLC, a Delaware limited liability company

 

By:
   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware
limited partnership, its member

 

By:   
CONCAP EQUITIES, INC., a Delaware corporation, its general partner 

 

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President





[Purchaser’s signature page follows]


 

Purchaser:

DT
GROUP DEVELOPMENT, INC, a California
corporation

 

By: 
/s/Daniel Markel
Name:  Daniel Markel
Title:  President
and CEO