Tar River/Wilson Acres - Contract of Sale



Exhibit 10 (ii)
(n)

PURCHASE
AND SALE CONTRACT

AMONG

AIMCO WILSON ACRES,
LLC,

a Delaware limited liability
company,
and
NEW SHELTER V LIMITED PARTNERSHIP,

a Delaware limited
partnership

AS
SELLERS

AND

GOLDOLLER
GREENVILLE I, LLC,
a Delaware limited
liability company

AS
PURCHASER

Properties:

Wilson Acres

1806 East First Street, Greenville, North Carolina 27858

 

Tar River Estates

1725 East First Street, Greenville, North Carolina 27858

 




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
	
12

	
 
	
4.3
	
Permitted
Exceptions
	
13

	
 
	
4.4
	
Subsequently
Disclosed Exceptions 
	
13

	
 
	
4.5
	
Assumed
Encumbrances
	
14

	
 
	
4.6
	
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
	
33

	
 
	
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
	
37

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
38

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
38

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
40

	
 
	
7.1
	
Leases
and Property Contracts
	
40

	
 
	
7.2
	
General
Operation of Property
	
40

	
 
	
7.3
	
Liens
	
41

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
41

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
41

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
43

	
 
	
ARTICLE
IX
	
BROKERAGE
	
44

	
 
	
9.1
	
Indemnity
	
44

	
 
	
9.2
	
Broker
Commission
	
44

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
45

	
 
	
10.1
	
Purchaser
Default
	
45

	
 
	
10.2
	
Seller
Default
	
46

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
47

	
 
	
11.1
	
Major
Damage
	
47

	
 
	
11.2
	
Minor
Damage
	
48

	
 
	
11.3
	
Closing
	
48

	
 
	
11.4
	
Repairs
	
49

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
49

	
 
	
12.1
	
Eminent
Domain
	
49

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
50

	
 
	
13.1
	
Binding
Effect of Contract
	
50

	
 
	
13.2
	
Exhibits
and Schedules
	
50

	
 
	
13.3
	
Assignability
	
50

	
 
	
13.4
	
Captions
	
51

	
 
	
13.5
	
Number
and Gender of Words
	
51

	
 
	
13.6
	
Notices
	
51

	
 
	
13.7
	
Governing
Law and Venue
	
55

	
 
	
13.8
	
Entire
Agreement
	
55

	
 
	
13.9
	
Amendments
	
55

	
 
	
13.10
	
Severability
	
56

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
56

	
 
	
13.12
	
Construction
	
56

	
 
	
13.13
	
Confidentiality
	
56

	
 
	
13.14
	
Time
of the Essence
	
57

	
 
	
13.15
	
Waiver
	
57

	
 
	
13.16
	
Attorneys’
Fees
	
57

	
 
	
13.17
	
Time
Zone/Time Periods
	
57

	
 
	
13.18
	
1031
Exchange
	
58

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
58

	
 
	
13.20
	
ADA
Disclosure
	
59

	
 
	
13.21
	
No
Recording
	
59

	
 
	
13.22
	
Relationship
of Parties
	
59

	
 
	
13.23
	
Dispute
Resolution
	
59

	
 
	
13.24
	
AIMCO
Marks
	
61

	
 
	
13.25
	
Non-Solicitation
of Employees
	
61

	
 
	
13.26
	
Survival
	
61

	
 
	
13.27
	
Multiple
Purchasers
	
61

	
 
	
13.28
	
Sellers’
Several Obligations
	
62

	
 
	
13.29
	
Obligation
to Close on all Properties
	
62

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
62

	
 
	
14.1
	
Disclosure
	
62

	
 
	
14.2
	
Consent
Agreement
	
62

								


 




 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
2                  
Excluded Fixtures and Tangible Personal Property

Schedule
3                  
Certain Permitted Exceptions

 

 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 9th day of February, 2010 (the “Effective
Date”), by and among AIMCO WILSON ACRES, LLC, a Delaware limited
liability company (the “Wilson Acres Seller”), NEW SHELTER V
LIMITED PARTNERSHIP, a Delaware limited partnership (the “Tar River
Seller”), each having an address at 4582 South Ulster Street Parkway,
Suite 1100, Denver, Colorado 80237 (individually a “Seller” and
collectively “Sellers”), and GOLDOLLER GREENVILLE I, LLC, a
Delaware limited liability company, having a principal address at 1528 Walnut
Street, Suite 815, Philadelphia, Pennsylvania 19102
(“Purchaser”).

 

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

RECITALS

A.                
Wilson Acres Seller owns the real estate located in Pitt County, North
Carolina, as more particularly described in Exhibit A-1 attached hereto
and made a part hereof, and the improvements thereon, commonly known as Wilson
Acres.

B.                
Tar River Seller owns the real estate located in Pitt County, North
Carolina, as more particularly described in Exhibit A-2 attached hereto
and made a part hereof, and the improvements thereon, commonly known as Tar
River Estates.

C.                
Purchaser desires to purchase, and each Seller desires to sell, the land,
improvements and certain associated property described in paragraph A and B
above 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 Schedule 1 attached
hereto and made a part hereof.

ARTICLE II
PURCHASE AND
SALE, PURCHASE PRICE & DEPOSIT

2.1      
Purchase and Sale

 
Sellers agree to sell and convey the Properties to Purchaser and Purchaser
agrees to purchase the Properties from Sellers, in accordance with the terms and
conditions set forth in this Contract.  

2.2      
Purchase Price and Deposit

 
The total purchase price (“Purchase Price”) for the Properties shall be
an amount equal to Twelve Million  Dollars ($12,000,000.00).  Sellers
and Purchaser acknowledge and agree that the Purchase Price shall be allocated
as follows: (i) $5,000,000 shall be allocated to the Wilson Acres Property and
(ii) $7,000,000 shall be allocated to the Tar River Property.  The Purchase
Price for the Properties shall be payable by Purchaser as follows:

2.2.1    Within one (1) Business Day 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”) a deposit (the “Deposit”) of Five Hundred
Thousand  Dollars ($500,000.00) by wire transfer of immediately available
funds (“Good Funds”).  The Deposit shall be allocated among
each Property based on the applicable Allocated Share for each Property. 
Further, Sellers and Purchaser agree that the amount of One Hundred Dollars
($100.00) (the "Independent Contract Consideration") has been paid
by Purchaser to Seller concurrently with Purchaser’s delivery of the Deposit
into escrow, as consideration for Sellers' execution and delivery of this
Contract and for Purchaser's rights of review, inspection and termination set
forth herein.  The Independent Contract Consideration is independent of any
other consideration or payment provided for in this Contract and,
notwithstanding anything to the contrary herein, is non-refundable in all events
whatsoever.

2.2.2    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”).  Notwithstanding anything contained
in this Contract to the contrary, if the Loan Payoff (as hereinafter defined)
occurs at the Closing, then Purchaser shall receive no credit for the Loan
Balance.

2.2.3    The balance of the Purchase Price for
each Property, subject to the prorations and adjustments herein described, shall
be paid to and received by Escrow Agent by wire transfer of Good Funds no later
than 5:00 p.m. on the Closing Date.

2.2.4   
The allocation of the Purchase Price for the Wilson Acre Property and the Tar
River 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 an FDIC-insured, interest-bearing bank account or
FDIC-insured money market fund reasonably approved by Purchaser and Sellers, 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 and apply the
Deposit in strict accordance with the terms of this Contract. 

2.3.3    If prior to the Closing Date, any
party hereto 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 and shall not be liable 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
March 26, 2010 (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 less than both Properties) 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 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 as otherwise expressly set forth in this
Contract, 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 materialmen’s 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 in its reasonable discretion) 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, Property
Manager, Regional Property Manager, 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 (to the extent actually incurred and
without regard to any statutory presumption), including the cost of in-house
counsel and appeals) (collectively, “Losses”) directly caused by
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.

3.4.2    Notwithstanding anything in this
Contract to the contrary, Purchaser shall not be permitted to perform any
invasive tests on any 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).  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 adversely affect such Property or such Seller’s
interest therein.  Purchaser shall, at Purchaser’s sole cost and expense,
dispose of any hazardous materials which have been specifically removed from or
at the Properties by Purchaser or its agents, representatives, employees or
designees in connection with Purchaser’s environmental studies at its sole cost
and expenses in accordance with all applicable environmental laws, which
obligation shall survive the termination of this Contract.  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 Sellers’ 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.  If the Closing shall not occur, Purchaser hereby agrees to
restore, at Purchaser’s sole cost and expense, each Property to substantially
the same condition existing immediately prior to Purchaser’s exercise of its
rights pursuant to this Article III, as reasonably practicable. 
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) workers’ compensation insurance for all
of their respective employees in accordance with the law of the state 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 5 Business Days after the
Effective Date, and to the extent the same have not already been provided by
Sellers to Purchaser, each Seller agrees to deliver to Purchaser copies of all
relevant documents and information concerning its Property that are in such
Seller’s possession or reasonable control, other than such documents and
information that are confidential or proprietary (collectively, the
“Materials”).  The Materials delivered to Purchaser shall include,
without limitation, (i) each Seller’s form of residential lease agreement used
at its Property, (ii) all Property Contracts, (iii) all engineering studies,
environmental reports, termite inspections or warranties, which relate to a
Property and were prepared the applicable Seller by third parties, if any and
(iv) guaranties or warranties with respect to the Property, if any.  If,
due to the size or type of a particular Material, it would be unreasonable for
Seller to deliver to Purchaser a copy of such Material, then, in such Seller’s
sole discretion, such Seller may make the same available to Purchaser at the
applicable Property or on a secured web site for review and copying by
Purchaser, which review and copying by Purchaser shall be at Purchaser’s sole
cost and expense.  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 Sellers’
Representative and, to the extent the same exist and are in a Seller’s
possession or reasonable control, such Seller shall use commercially reasonable
efforts to deliver the same to Purchaser within 5
Business Days after such notification is received by Sellers’
Representative.

3.5.2    Except as expressly set forth in
Seller’s Representations, each Seller makes no representations or warranties,
express, written, oral, statutory, or implied, and all such representations and
warranties are hereby expressly excluded and disclaimed.  All Materials and
Third-Party Reports are provided for informational purposes only.  All
Materials and Third-Party Reports shall be destroyed by Purchaser if this
Contract is terminated for any reason.  This Section 3.5.2 shall
survive the Closing or the earlier termination of this Contract. 

3.5.3    Not later than 5 Business Days after
the Effective Date, and to the extent same has not already been provided by a
Seller to Purchaser, 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 (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    Not later than 5 Business Days after
the Effective Date, and to the extent same have not already been provided by a
Seller to Purchaser, each 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 a Seller on or before the expiration of the Feasibility
Period, then such Seller shall execute and deliver, on or before the Closing, 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”). 
To the extent that any Property Contract to be assigned to Purchaser requires
vendor consent, then, prior to the Closing, Purchaser and the applicable Seller
may attempt to obtain from each applicable vendor a consent (each a
“Required Assignment Consent”) to such assignment.  Purchaser
shall indemnify, hold harmless and, if requested by the applicable Seller (in
such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties
from and against any and all Losses arising from or related to a failure to
obtain any Required Assignment Consent.  

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 Wilson Acres Property, File No.
10330007 and with regard to the Tar River Property, File No. 10330006 (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
the Purchase Price allocated to such Property (each , a “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 solely
responsible for payment of all premiums for the Title Policies, all other costs
relating to procurement of the Title Commitment and any requested endorsements
with respect to each of the Properties.

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 each Property is dated February 5, 2008 and was prepared by
Bock & Clark (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      
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”:

4.3.1   
(a) All matters set forth on Schedule 3 to this Contract, (b) mechanics’
liens and taxes due and payable with respect to the period preceding Closing,
(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)
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;

4.3.2   
All Leases for such Property;

4.3.3   
The Assumed Encumbrances for such Property;

4.3.4   
Applicable zoning and governmental regulations and ordinances; and

4.3.5   
Any defects in or objections to title to such Property, or title exceptions or
encumbrances, arising by, through or under Purchaser.

4.4      
Subsequently Disclosed Exceptions

 
If at any time after the Effective Date, any update to the Title Commitment or
Existing Survey discloses any additional item that materially adversely affects
title to the Properties, in Purchaser’s sole discretion, which is not a
Permitted Exception (the "New Exception"),
Purchaser shall have a period of 10 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 such Seller’s sole discretion, notify Purchaser as to whether it
is willing to cure (it being agreed that, if such New Exception is a monetary
judgment or lien, then such Seller shall have “cured” such New Exception if the
Title Insurer has agreed to omit such New Exception as an exception to title
insurance coverage) such New Exception by causing the Title Insurer to omit such
New Exception as an exception to title insurance coverage.  If such Seller
elects to cure the New Exception, Sellers shall be entitled to reasonable
adjournments of the Closing Date to cure the New Exception, not to exceed 30
days in the aggregate; provided, however, that if such adjournments would
adversely affect the Loan Assumption and Release or Purchaser’s financing, then
Purchaser may elect to terminate this Contract, in which event the Deposit shall
be promptly returned to Purchaser.  If such Seller fails to deliver a
notice to Purchaser within 5 days after the expiration of the New Exception
Review Period, such 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 which event the Deposit shall be promptly 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
Sellers of its election to terminate this Contract in accordance with the
foregoing sentence within 10 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.

4.5      
Assumed Encumbrances

4.5.1   
Purchaser recognizes and agrees that, in connection with the Loans made by the
applicable Lender, each Property is encumbered by the applicable Assumed Deed of
Trust and the applicable Assumed Encumbrances.  Each Loan is evidenced by
the Note applicable to such Property.  Within 5 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).

4.5.2    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 Provisions”), and (y) unless a 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.

4.5.3    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
15 days after the Effective Date (the “Loan Assumption Application
Submittal Deadline”), shall use commercially reasonable efforts to
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
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.

4.5.4   
Purchaser shall comply with each Lender’s assumption guidelines in connection
with the Loan Assumption and Release and, if required by a Lender, Purchaser
shall use commercially reasonable efforts to cause such other person or entity
reasonably acceptable to such Lender, to execute and deliver a customary
“non-recourse carve-out” guaranty and customary environmental indemnity in favor
of such Lender.  Purchaser, at its sole cost and expense, shall use
commercially reasonable efforts to correct and re-submit any deficiencies noted
by a 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.  Purchaser shall coordinate with each Lender to comply with the
appropriate provisions of both the applicable Assumed Loan Documents and each
Lender’s assumption guidelines in order to allow for the Loan Assumption and
Release.  Notwithstanding anything to the contrary contained in this
Section 4.5, if, as a condition to consenting to the Loan Assumption and
Release, a Lender requires a Material Loan Modification, then Purchaser shall
have the right to terminate this Contract by written notice delivered to
Sellers’ Representative and Escrow Agent 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).  If Purchaser exercises such right, then
this Contract shall be of no further force and effect, subject to and except for
the Survival Provisions, and Escrow Agent shall forthwith return the Deposit to
Purchaser.  The term “Material Loan Modification” shall mean
a material adverse change to the terms of the Assumed Loan Documents.  The
term Material Loan Modification shall not include any of the following:
(i) the removal of, or modification to, any or all of the Specific AIMCO
Provisions, (ii) the imposition of new or additional borrower reserve accounts
in connection with a Loan that are in amounts customary and reasonable for loans
on multi-family property in Pitt County, North Carolina which are similar in
type, age and condition as the Properties and (iii) any requirement of a Lender that Purchaser shall use commercially reasonable
efforts to cause a person or entity to execute and deliver a “non-recourse
carve-out” guaranty and/or an environmental indemnity in favor of Lender.

4.5.5    Purchaser shall pay all fees and
expenses (including, without limitation, all servicing fees and charges,
transfer fees, assumption fees, prepayment penalties and premiums, title fees,
and endorsement fees) imposed or charged by each Lender or its counsel (such
fees and expenses collectively being referred to as the “Lender
Fees”), in connection with each Loan Assumption Application and each
Loan Assumption and Release or as a result of a Loan Payoff (as the case may
be). 

4.5.6    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
remit to the applicable Seller an amount equal to the balance of such reserves,
impounds and accounts so assigned.  Additionally, subject to Section
4.5.4, 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”).

4.5.7   
Purchaser agrees promptly 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.

4.5.8   
To the extent required by a Lender, no later than 25 days after the Effective
Date, Purchaser shall order a Phase I Environmental study and property condition
report for each Property (prepared by a consultant and engineer reasonably
acceptable to each applicable Lender), and covenants that such Phase I
Environmental study and property condition report shall 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.  The foregoing shall not restrict Purchaser’s ability to order a
Phase I Environmental study and property condition report if a Lender does not
require same.  

4.5.9   
If (a) Purchaser complies with its obligations under this Contract (including
this Section 4.5) and the requirements of the Assumed Loan Documents in
connection with obtaining each Loan Assumption and Release, including, without
limitation, submitting each Loan Assumption Application on or before the
expiration of the Loan Assumption Application Submittal Deadline, (b) Purchaser
uses commercially reasonable efforts to obtain each Loan Assumption and Release,
and (c) Purchaser is unable to obtain the consent of each Lender to each Loan
Assumption and Release without any Material Loan Modifications on or before
April 12, 2010 (the “Loan Assumption Approval Period”), then
Purchaser shall have the right, on or before the expiration of the Loan
Assumption Approval Period to give Sellers’ Representative and Escrow Agent
notice terminating this Contract in its entirety with respect to both Properties
(but not in part with respect to less than both Properties) based solely on the
fact that a Loan Assumption and Release has not been
approved by a Lender, in which event this Contract shall be of no further force
and effect, subject to and except for the Survival Provisions, and, subject to
the provisions of Section 2.3.3 above, Escrow Agent shall forthwith return the
Deposit to Purchaser. 

4.5.9.1
If, despite Purchaser using commercially reasonable efforts to obtain the Loan
Assumption and Release, Purchaser has been unable to obtain same by the
expiration of the Loan Assumption Approval Period, then Purchaser shall have the
right (the “First Loan Assumption Approval Period Extension Right”),
exercisable by delivering written notice to Sellers’ Representative prior to the
expiration of the Loan Assumption Approval Period (the “First Loan Assumption
Approval Period Extension Notice"), to extend the expiration date of the
Loan Assumption Approval Period to April 26, 2010 for the sole purpose of
obtaining a Lender's consent to a Loan Assumption and Release; provided that
concurrently with delivering the First Loan Assumption Period Extension Notice,
Purchaser delivers to Escrow Agent an additional deposit of $25,000.00 (the
“First Loan Assumption Approval Period Extension Deposit”).  

4.5.9.2
If Purchaser exercises its First Loan Assumption Approval  Extension Right
and, despite Purchaser using commercially reasonable efforts to obtain the Loan
Assumption and Release, Purchaser has been unable to obtain same by the
expiration of the Loan Assumption Approval Period (as extended by the First Loan
Assumption Approval  Extension Right), then, for the sole purpose of
obtaining a Lender's consent to a Loan Assumption and Release, Purchaser shall
have an additional right to extend the Loan Assumption Approval Period (the
“Second Loan Assumption Approval Period Extension Right") to May 10,
2010, by delivering written notice (a “Second Loan Assumption Approval Period
Extension Notice”) to Sellers’ Representative prior to the expiration of the
Loan Assumption Approval Period (as extended by the First Loan Assumption
Approval Period Extension Right), provided that Purchaser shall, concurrently
with the delivery of the Second Loan Assumption Approval Period Extension
Notice, deliver to Escrow Agent an additional deposit of $25,000.00 (the
“Second Loan Assumption Approval Period Extension Deposit”). 

4.5.9.3
The First Loan Assumption Approval Period Extension Deposit and the Second Loan
Assumption Approval Period Extension Deposit, each to the extent delivered to
Escrow Agent, shall be deemed part of the Deposit and shall be allocated among
each Property based on the applicable Allocated Share for each Property.

4.5.10 
Each Seller shall satisfy such Seller’s obligations under the Assumed Loan
Documents as they come due, provided such obligations arise prior to the
Closing. 

4.5.11 
Purchaser shall be in default hereunder if (i) Purchaser fails to use
commercially reasonable efforts to obtain a Lender's consent to a Loan
Assumption and Release during the Loan Assumption Approval Period or (ii) the
Loan Assumption Approval Period (as may be extended pursuant to Section 4.5.9)
expires, Purchaser is entitled to, but does not terminate this Contract, and
Purchaser fails to obtain each Loan Assumption and Release prior to the Closing
Date, in which events, on the Closing Date, Sellers may terminate this Contract
and the Deposit shall be immediately released by the Escrow Agent to
Sellers.

4.5.12  Notwithstanding anything to the contrary
contained in this Section 4.5, if Purchaser elects not to submit each Loan
Assumption Application on or before the Loan Assumption Application Submittal
Deadline, then the following terms shall apply:  (i) Purchaser shall not be
in default of its obligations hereunder for failure to timely submit such Loan
Assumption Application(s) or otherwise comply with Section 4.5.11 above and this
Contract shall continue to be in full force and effect, (ii) Purchaser shall no
longer be required to obtain each Loan Assumption and Release, (iii) Purchaser’s
right to terminate this Contract pursuant to Section 4.5.9 shall be
automatically waived, (iv) at the Closing, the applicable Seller shall pay in
full each Note and all other amounts due and owing to each Lender under the
applicable Assumed Loan Documents (other than Lender Fees) (each, a “Loan
Payoff”), (v) Purchaser shall, at its sole cost and expense, pay all
Lender Fees (including, without limitation, any and all prepayment fee and/or
penalties) due to a Lender in connection with each Loan Payoff, (vi) Purchaser
shall assume full responsibility to obtain the funds required for the Closing,
(vii) Purchaser’s ability to obtain such funds shall not be a contingency
to the Closing and (viii) Section 8.1.6 shall be deleted.

4.6      
Purchaser Financing

 
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 for both Properties shall occur concurrently on April 26, 2010 (the
“Closing Date”) at the time set forth in
Section 2.2.3 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.  

5.1.2   
Notwithstanding the foregoing to the contrary, (a) provided that Purchaser has
timely submitted each Loan Assumption Application on or before the Loan
Assumption Application Submittal Deadline, and if Purchaser exercises
Purchaser’s First Loan Assumption Approval Extension Right, then the Closing
Date shall automatically be extended to May 10, 2010 and (b) provided that
Purchaser has timely exercised Purchaser’s First Loan Assumption Approval
Extension Right, and Purchaser thereafter timely exercises Purchaser’s Second
Loan Assumption Approval Extension Right, then the Closing Date shall
automatically be extended to May 25, 2010.

5.1.3   
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, and the exercise of such option shall extend the Closing Date for all
Properties.   

5.2      
Seller Closing Deliveries

. 
On or before 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 applicable Seller’s counterpart signature to the closing statement prepared
by the Title Insurer.

5.2.6   
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.

5.2.7   
A certification of such Seller’s non-foreign status pursuant to
Section 1445 of the Internal Revenue Code of 1986, as amended.

5.2.8   
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.

5.2.9    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.

5.2.10  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.

5.2.11 
A tenant notification letter to be prepared and executed by Seller in the form
attached hereto as Exhibit G, a copy of which shall be delivered to all
Tenants by Seller promptly after Closing.

5.2.12 
Copies of any Vendor Terminations to be executed by Seller pursuant to
Section 3.6.

5.2.13 
Such notices, transfer disclosures, affidavits or other similar documents that
are required by applicable law to be executed by a Seller or otherwise
reasonably necessary to consummate the transactions contemplated under the terms
of this Contract.

5.3      
Purchaser Closing Deliveries

 
On or before the Closing Date (except for the balance of the Purchase Price
which is to be delivered at the time specified in
Section 2.2.3), 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   
Purchaser’s counterpart signature to the closing statement prepared by Title
Insurer.

5.3.3   
A countersigned counterpart of the General Assignment.

5.3.4   
A countersigned counterpart of the Leases Assignment.

5.3.5   
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof at Purchaser’s request in
accordance with Section 3.6 hereof.

5.3.6   
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser’s
authority to consummate this transaction.

5.3.7   
all documents, instruments, guaranties, 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.

5.3.8   
Such notices, transfer disclosures, affidavits or other similar documents that
are required by applicable law to be executed by Purchaser or otherwise
reasonably necessary to consummate the transactions contemplated under 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 and shall use good faith
efforts to deliver such Proration Schedule two (2) days 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
on a calendar year basis 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 based upon a
calculation of 105% over 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.  For a period of 180 days following the Closing, Purchaser
agrees to bill Tenants of the Properties for all Uncollected Rents and to take
reasonable actions (which shall not include an obligation to commence legal
action) 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, second to Purchaser’s reasonable third-party
costs of such collection, and, third, 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 reasonably 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; provided, however, that Purchaser’s
obligation to reasonably cooperate with a Seller pursuant to this sentence shall
not obligate Purchaser to commence or join in any litigation, 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 and all other fees, penalties,
interest and other amounts due and owing prior to Closing under the Note, other
than as a result of, or in connection with, a Loan Assumption and Release or a
Loan Payoff (as the case may be).  If Purchaser obtains a Loan Assumption
and Release, then all principal and interest under the Note applicable to the
Loan for which a Loan Assumption and Release has been obtained, together with
all interest accrued under such Note prior to the Closing shall be a credit
against the Purchase Price for its Property as provided in
Section 2.2.3.  If Purchaser obtains a Loan
Assumption and Release, then Purchaser shall be responsible for the payment of
all principal required to be paid from and after the Closing, together with all
interest accruing under the Note from and after the Closing.  If Purchaser obtains a Loan Assumption and Release, then
Purchaser shall be responsible for all Lender Fees and all
other fees, penalties, interest and other amounts due and owing from and after
the Closing under the Assumed Loan Documents and arising solely as the result of
a Loan Assumption and Release.  Further, if the Loan Payoff occurs, then
Purchaser shall be responsible for all Lender Fees and all other fees,
penalties, interest and other amounts arising solely as the result of
the Loan Payoff.  As set forth in Section 4.5.6, if Purchaser
obtains a Loan Assumption and Release, then any existing reserves, impounds and
other accounts maintained in connection with the
applicable Loan shall be assigned to Purchaser, and at Closing, Purchaser shall
pay the applicable Seller 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 (“Risk of Loss Transfer”), 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 managers and on-site
employees for all Properties shall have their employment at the applicable
Property terminated as of the Closing Date and Purchaser shall not be assuming
any employment related liabilities of either Seller.

5.4.10 
Closing Costs.  With respect to each Property, Purchaser shall pay
(a) any premiums or fees required to be paid by Purchaser with respect to the
applicable Title Policy pursuant to Section 4.1, (b)
one-half of the customary closing costs of the Escrow Agent, (c) all fees
imposed on the recording of the Deed and (d) all documentary stamp taxes due in
connection with the Loan Assumption and Release.  Each Seller shall pay
with respect to such Seller’s Property (i) any transfer taxes imposed in
connection with the conveyance of such Seller’s Property, including, without
limitation, the deed transfer tax imposed upon the conveyance of such Seller’s
Property, (ii) the cost of recording any instruments required to discharge any
liens or encumbrances against such Seller’s Property and (iii) one-half of the
customary closing costs of the Escrow Agent incurred in connection with the sale
of such Seller’s Property.

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, then Purchaser shall assume the Utility
Contract with respect to such Property, or, if elected by such Seller, the
reasonably calculated costs of the Utility Contract attributable to such
Property from and after the Closing shall be paid to such 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 immediately 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.  During the 12 month period immediately
following the expiration of the Records Hold Period (the “Extended Hold
Period”), if Purchaser desires to dispose of any Seller’s
Property-Related Files and Records, Purchaser must first provide the applicable
Seller prior written notice (the “Records Disposal Notice”). 
Such Seller shall have a period of 30 days after receipt of the Records Disposal
Notice to enter the applicable Property (or such other location where such
records are then stored), upon reasonable notice to Purchaser, and remove or
copy those of Seller’s Property-Related Files and Records that such Seller
desires to retain.  Following the expiration of the Extended Hold Period,
Purchaser may dispose of Sellers’ Property Related Files and Records without a
Records Disposal Notice or any other prior notice to Sellers. 

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 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, 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 in the initial paragraph of this Contract; and,
subject to 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 Properties.  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    Except for (a) any actions by such
Seller to evict Tenants under its Leases, or (b) any matter covered by such
Seller’s current insurance policy(ies), to such Seller’s knowledge, there are no
actions, proceedings, litigation or governmental investigations or condemnation
actions either pending or threatened against such Seller’s Property, which have
a material adverse affect on the Properties;

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;

6.1.5    To such Seller’s knowledge, the
applicable Rent Roll (for purposes of remaking Seller’s Representations as of
the Closing Date only, as updated pursuant to
Section 5.2.9) is accurate in all material
respects; and

6.1.6    To such Seller’s knowledge, the
applicable Property Contracts List (for purposes of remaking Seller’s
Representations as of the Closing Date only, as updated pursuant to
Section 5.2.10) is accurate in all material
respects.

6.2      
AS-IS

 
Except as otherwise expressly set forth in 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, but 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).  Except as
otherwise expressly set forth in Sellers’ Representations, Purchaser agrees that
Sellers shall not be responsible or liable to Purchaser for any defects, errors
or omissions in the Materials, 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 in the Materials or other
conditions affecting the Properties, except as otherwise expressly set forth in
Sellers’ Representations.  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 and, except as otherwise expressly set forth in
Sellers’ Representations, 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 in the ordinary course of
business.  Purchaser agrees that the departure or removal, prior to Closing
in the ordinary course of business, 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.
 Nothing contained in this Section 6.2 shall be deemed to limit the
provisions of Article VII hereof.

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 or initiated an action 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, $300,000 for such
Seller’s Property for which a breach of Seller’s Representations occurred. 
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 Regional Property Manager 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 Regional Property Manager any duty to investigate
the matter to which such actual knowledge or the absence thereof pertains, or to
impose upon such Regional Property Manager 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 limited liability company duly organized, validly existing and in
good standing under the laws of Delaware.

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 (which has not yet been given) of any of
Purchaser’s partners, directors, officers or members is 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 or, to the knowledge of Purchaser, threatened litigation 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 that 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 that
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, 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, without the
prior written consent of Purchaser, which consent shall not be unreasonably
withheld, conditioned or delayed, any new or renewed Leases shall be entered
into in the ordinary course of business and shall not have a term in excess of 1
year and any new Property Contracts shall be terminable upon 30 days notice
without penalty or any termination fee.

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 voluntarily 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.

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    All 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    There shall not be any pending
litigation or, to the knowledge of either Purchaser or either Seller, any
litigation threatened, 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 either
Seller;

8.1.5   
Neither Seller shall have terminated this Contract in accordance with the terms
hereof;

8.1.6   
If Purchaser has timely submitted a Loan Assumption Application on or before the
Loan Assumption Application Submittal Deadline, and thereafter Purchaser has not
obtained a Loan Assumption and Release solely as a result of a Lender
no longer
providing commercial mortgage financing; and

8.1.7   
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.

Notwithstanding
anything to the contrary, there are no other conditions on Purchaser’s
obligation to Close except as expressly set forth in this
Section 8.1.  If any condition set forth in this
Section 8.1 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, (b) terminate this Contract and receive a
return of the Deposit from the Escrow Agent, or (c) if such failure
constitutes a default by a Seller, exercise any of its remedies pursuant to
Section 10.2.

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   
There shall not be any pending litigation or, to the knowledge of either
Purchaser or either Seller, any litigation threatened, 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 Purchaser; 

8.2.5    Purchaser shall have not terminated
this Contract in accordance with the terms hereof; and 

8.2.6   
The Loan Assumption and Release or the Loan Payoff shall have occurred. 


If
any of the foregoing conditions to each Seller’s obligations to close with
respect to the conveyance of the Properties 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, or (c) if such
failure constitutes a default by Purchaser, exercise any of its remedies
pursuant to Section 10.1.

ARTICLE IX
BROKERAGE

9.1      
Indemnity

 
Each Seller, severally and individually, represents and warrants to Purchaser
that it has dealt only with Brian Kelly, c/o HFF, One Indiana Square, Suite
1330, Indianapolis, Indiana 46204 (“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.  

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
Deposit (or any other deposit or payment required of Purchaser hereunder), (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 in accordance
with the terms of Article II 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 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 Properties.  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 PROPERTIES.  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 (x) defaults in its obligations hereunder to deliver to Escrow Agent
the deliveries specified under Section 5.2 on the date required thereunder, or
to close on the sale of such Seller’s Property on the Closing Date, (y) prior to
the Closing, defaults in its other covenants or obligations under this Contract
(other than such Seller’s obligation to close on the sale of its Property on the
Closing Date) or (z) prior to Closing, breaches a Seller’s Representation which
breach is intentional and willful, then, provided that Purchaser is not in
default under this Contract, 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, and
all payments and things of value, including the Deposit, provided by Purchaser
hereunder shall be returned to Purchaser 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 this transaction, which
damages shall not exceed $100,000 in aggregate.  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 shall (i) not otherwise be in
default under this Contract and (ii) file suit therefor with the court on or
before the 90th day after the Closing Date; if Purchaser fails to file an action
for specific performance within 90 days after the Closing Date, then Purchaser
shall be deemed to have elected to terminate the Contract in accordance with
this Section 10.2.  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 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 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 the Closing, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the “Repairs”) is
more than $500,000 for such Property for which such damage or destruction has
occurred (a “Major Damage”), 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”).  If there
is a Major Damage to a Property, then Purchaser may elect, by delivering written
notice to Sellers’ Representative on or before the earlier of (x) the Closing
and (y) the date which is ten (10) days after Purchaser’s receipt of the Damage
Notice, to terminate this Contract in which event the Deposit shall be returned
to Purchaser.  In the event Purchaser fails to timely terminate this
Contract pursuant to this Section 11.1, this transaction shall be closed
in accordance with Section 11.3 below.

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 $500,000
for such Property for which such damage or destruction has occurred, then this
transaction shall be closed in accordance with
Section 11.3, notwithstanding such casualty.  In
such event, the applicable Seller may at its election endeavor to make such
Repairs to the extent of any recovery from insurance carried on its Property, if
such Repairs can be reasonably effected before the Closing.  Regardless of
the applicable Seller’s election to commence such Repairs, or the 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 for the
full Purchase Price, notwithstanding any such casualty, in which case Purchaser
and the applicable Seller shall, at Closing, execute and deliver an assignment
and assumption (in a form reasonably acceptable to the applicable Seller and
Purchaser) 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, without duplication, (a) any
deductible payable by the applicable Seller in connection therewith and (b) the
difference, if any, between (x) the insurance proceeds received by Purchaser
pertaining to such claim and (y) the amount necessary to complete such
Repairs).

11.4    
Repairs

 
To the extent that applicable Seller elects to commence any Repairs prior to
Closing, then such 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 the applicable Seller in connection with such Repairs; provided however,
that (except in the event of emergency, as determined in such Seller’s
reasonable discretion) such construction and other contracts shall be subject to
Purchaser’s prior review and approval, such approval not to be unreasonably
withheld, conditioned or delayed.

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) (a “Taking”), Purchaser shall have
the right, at Purchaser’s option, to terminate this Contract by giving written
notice within 10 days after Purchaser’s receipt from Seller of notice of the
occurrence of such event, and if Purchaser so terminates this Contract,
Purchaser shall recover the Deposit hereunder.  If Purchaser fails to
terminate this Contract within such 10-day period, this transaction shall be
closed in accordance with the terms of this Contract for the full Purchase Price
and Purchaser shall receive the full benefit of any condemnation award.  It
is expressly agreed between the parties hereto that this section shall in no way
apply to customary dedications for public purposes which may be necessary for
the development of a Property, provided that such dedications do not materially
adversely affect such Property.  Unless this Contract is terminated
pursuant to this Section 12.1, the applicable Seller shall not settle any
claim on account of a Taking without Purchaser’s prior written consent thereto,
which consent shall not be unreasonably withheld, conditioned or delayed. 
If Purchaser fails to deliver such consent to Seller within four (4) Business
Days from the date of receiving the applicable Seller’s written request for such
consent (which request shall be accompanied by reasonable documentation relating
to the settlement of such claim), then Purchaser shall be deemed to have
approved and irrevocably waived any objection to the applicable Seller’s
settlement of such claim.

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 assignee(s), (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 5 Business 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 email transmission
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 Section 13.6, 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.  Notices may be given by a party’s attorney on its behalf. 
All notices shall be sent to the addressee at its address set forth following
its name below:

To
Purchaser:

c/o Multifamily Management Services
1528 Walnut Street,
Suite 815

Philadelphia,
Pennsylvania 19102

Attention: 
Richard Oller
Telephone:  215-568-1577
Email: 
roller@multifamilymgt.com

 

and

 

c/o
Multifamily Management Services
1528 Walnut Street, Suite 815

Philadelphia,
Pennsylvania 19102

Attention:  Jake Hollinger
Telephone: 
267-322-5600 extension 116
Email:  jhollinger@multifamilymgt.com


 

and:

c/o
Multifamily Management Services
4 Executive Blvd.

Suffern,
New York 10901 

Attention: 
Irwin Boris
Telephone:  845-357-7000 extension
454
Email:  iboris@multifamilymgt.com 

with
copy to:

McCausland Keen & Buckman 
259 North Radnor-Chester Road,
Suite 160

Radnor,
Pennsylvania 19087 

Attention: 
Blake T. Fritz, Esq. 

Telephone: 
610-341-1016 
Email:  bfritz@mkbattorneys.com

 

To
Seller:

c/o AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  Mark Reoch

Telephone:  303-757-9101 
Email:  mark.reoch@aimco.com


And:

c/o
AIMCO
4582 South Ulster Street Parkway
Suite 1100
Denver,
Colorado  80237
Attention:  John Bezzant
Telephone:  303-793-4774
Email:  john.bezzant@aimco.com


with copy to:

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

and
a copy to:

HHF
One Indiana Square
Suite 1330
Indianapolis,
Indiana 
Attention:  Brian Kelly
Telephone:
317-630-3191
bkelly@hfflp.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
Email:  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

1980
Post Oak Boulevard

Suite
610

Houston,
Texas 77056

Attention: 
Wendy Howell

Telephone: 
800-729-1906

Email: 
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 North Carolina 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 Properties are
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

 
Sellers and Purchaser shall not disclose the terms and conditions contained in
this Contract and shall keep the same confidential, provided that each party 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 its lenders, investors, 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, investors and accountants, without
the prior written authorization of Sellers’ Representative, which may be granted
or denied in the sole discretion of Sellers’ Representative.  In addition,
each party shall use its reasonable efforts to prevent its Consultants from
divulging any such confidential information to any unrelated third parties
except 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.  

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 (to the extent actually incurred and without regard to any
statutory presumption) 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 reasonably 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.  

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

 
Purchaser agrees that none of 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.  Sellers agree that
none of Purchaser, or Purchaser’s affiliates, parent and subsidiary entities,
successors, assigns, partners, managers, members, employees, officers,
directors, trustees, shareholders, counsel, representatives, agents shall have
any personal liability under this Contract or any document executed in
connection with the transactions contemplated by this Contract.

13.20   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.

13.21   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.

13.22  
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.

13.23  
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 Properties are 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 (to the extent actually incurred and without regard to any statutory
presumption) (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 Properties are 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.

13.24  
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.

13.25  
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.

13.26  
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, 4.5.5, 4.5.6, 5.4,
5.5, 6.2, 6.5, 9.1,
11.4and
14.2; (c) any other provisions in this Contract, that by their
express terms survive the termination of this Contract or the 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.

13.27  
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.

13.28  
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.

13.29  
Obligation to Close on all Properties

 
Sellers and Purchaser acknowledge and agree as follows: (i) Purchaser’s
obligation to purchase the Properties is not severable and Purchaser must
purchase both Properties and (ii) Sellers’ obligations to sell the Properties
are not severable and Sellers must sell both Properties to Purchaser.

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.

14.2    
Consent Agreement

 
Testing (the “Testing”) has been performed at the Tar River
Property with respect to lead-based paint.  Law Engineering and
Environmental Services, Inc. performed the Testing and reported its findings in
the Multifamily: Component Type Report, dated August 14, 2000, a copy of which
has been provided to Purchaser (the “Report”).  The Report
certifies the Tar River Property as lead-based paint free.  By execution
hereof, Purchaser acknowledges receipt of a copy of the Report, the Lead-Based
Paint Disclosure Statement attached hereto as Exhibit H, and acknowledges
receipt of that certain Consent Agreement (the “Consent
Agreement”) by and among the United States Environmental Protection
Agency (executed December 19, 2001), the United States Department of Housing and
Urban Development (executed January 2, 2002), and AIMCO (executed December 18,
2001).  Because the Tar River Property has been certified as lead-based
paint free, the Tar River Seller is not required under the Consent Agreement to
remediate or abate any lead-based paint condition at the Tar River Property
prior to the Closing.  Purchaser acknowledges and agrees that (1) after
Closing, Purchaser and the Tar River Property shall be subject to the Consent
Agreement and the provisions contained herein related thereto and (2) that
Purchaser shall not be deemed to be a third party beneficiary to the Consent
Agreement.

[Remainder
of Page Intentionally Left Blank]


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

Seller:

AIMCO
WILSON ACRES, LLC, a Delaware limited liability company

 

By: 
AIMCO WILSON ACRES MANAGER, LLC, a Delaware limited liability company, its
manager

 

By:
AIMCO PROPERTIES, L.P., a Delaware limited partnership, its member

 

By:
AIMCO-GP, INC., a Delaware corporation, its general partner

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

NEW
SHELTER V LIMITED PARTNERSHIP, a Delaware limited partnership

 

By: 
SHELTER V GP LIMITED PARTNERSHIP, a Delaware limited partnership, its general
partner

 

By: 
SHELTER REALTY V CORPORATION, a South Carolina corporation, its general
partner

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

 

 

 

[Purchaser’s signature page follows]

 




Purchaser:

GOLDOLLER GREENVILLE I, LLC, a Delaware limited liability company 

By: 
/s/Richard Oller
Name:  Richard Oller
Title: 
President




SCHEDULE 1

1.DEFINED
TERMS

1.1      
“ADA” shall have the meaning set forth in
Section 13.21.

1.2      
“AIMCO” means Apartment Investment and Management Company.

1.3      
“AIMCO Marks” means all words, phrases, slogans, materials,
software, proprietary systems, trade secrets, proprietary information and lists,
and other intellectual property owned or used by a Seller, its Property Manager,
or AIMCO in the marketing, operation or use of a Property (or in the marketing,
operation or use of any other properties managed by the Property Manager or
owned by AIMCO or an affiliate of either Property Manager or AIMCO).

1.4      
“Allocated Share” means the percentage allocated to each Property,
which percentage is based on a fraction, the numerator of which is the portion
of the Purchase Price allocated to such Property, and the denominator of which
is the aggregate Purchase Price of both Properties.  

1.5      
“Assumed Deed of Trust” means, (i) with respect to the Wilson
Acres Property, a Deed of Trust and Security Agreement dated August 8, 2003 and
recorded in Book 1480, Page 78 in the Pitt County Registry, as assigned to Wells
Fargo Bank Minnesota, N.A. by Assignment of Deed of Trust and Security Agreement
and Assignment of Leases and Rents recorded in Book 1651, Page 811, and assumed
by Loan Assumption and Substitution Agreement recorded in Book 2118, Page 346
and (ii) with respect to the Tar River Property, a Multifamily Deed of Trust,
Assignment of Rents and Security Agreement, dated December 28, 2001 and recorded
in Book 1244, Page 252 in the Pitt County Registry, as assigned to Federal Home
Loan Mortgage Corporation by that certain Assignment of Security Instrument,
dated as of December 28, 2001, and recorded in Book 1244, Page 320.

1.6      
“Assumed Encumbrance” means all security and related documents in
connection with the Loan for such Property, including the Assumed Deed of
Trust.

1.7      
“Assumed Loan Documents” means, with respect to a Property, the
Note, Assumed Deed of Trust, Assumed Encumbrances and any other documents
executed in connection with the Loan for such Property.

1.8      
“Broker” shall have the meaning set forth in
Section 9.1.

1.9      
“Business Day” means any day other than a Saturday or Sunday or
Federal holiday or legal holiday in the States of Colorado, Texas or North
Carolina.

1.10    
“Closing” means the consummation of the purchase and sale and
related transactions contemplated by this Contract in accordance with the terms
and conditions of this Contract.

1.11    
“Closing Date” means the date on which date the Closing of the
conveyance of the Properties is required to be held pursuant to
Section 5.1.1.

1.12     “Code” shall have
the meaning set forth in Section 2.3.6.

1.13    
“Consent Agreement” shall have the meaning set forth in Section
14.2.

1.14    
“Consultants” shall have the meaning set forth in
Section 3.1.

1.15    
“Damage Notice” shall have the meaning set forth in Section
11.1. 

1.16    
“Deed” shall have the meaning set forth in
Section 5.2.1.

1.17    
“Deposit” shall have the meaning set forth in
Section 2.2.1.

1.18    
“Escrow Agent” shall have the meaning set forth in
Section 2.2.1.

1.19    
“Excluded Permits" means, with respect to each Property, those
Permits which, under applicable law, are nontransferable.

1.20    
“Existing Survey” shall have the meaning set forth in
Section 4.2.

1.21    
“Extended Hold Period” shall have the meaning set forth in
Section 5.4.12.

1.22    
“Feasibility Period” shall have the meaning set forth in
Section 3.1.

1.23    
“FHA “ shall have the meaning set forth in
Section 13.21.

1.24    
“First Loan Assumption Approval Period Extension Deposit” shall
have the meaning set forth in Section 4.5.9.1.

1.25    
“First Loan Assumption Approval Period Extension Notice” shall
have the meaning set forth in Section 4.5.9.1.

1.26    
“First Loan Assumption Approval Period Extension Right” shall have
the meaning set forth in Section 4.5.9.1.

1.27    
“Fixtures and Tangible Personal Property” means, with respect to
each Property, all fixtures, furniture, furnishings, fittings, equipment,
machinery, apparatus, appliances and other articles of tangible personal
property located on such Property as of the Effective Date and used or usable in
connection with the occupation or operation of all or any part of such Property,
but only to the extent transferable.  The term “Fixtures and Tangible
Personal Property” does not include (a) equipment leased by the applicable
Seller and the interest of the applicable Seller in any equipment provided to
its Property for use, but not owned or leased by such Seller, or (b) property
owned or leased by any Tenant or guest, employee or other person furnishing
goods or services to such Property, or (c) property and equipment owned by the
applicable Seller, which in the ordinary course of business of such Property is
not used exclusively for the business, operation or management of such Property,
or (d) the property and equipment, if any, expressly identified in
Schedule 2.

1.28    
“General Assignment” shall have the meaning set forth in
Section 5.2.3.

1.29     “Good Funds” shall
have the meaning set forth in Section 2.2.1.

1.30    
“Improvements” means all buildings and improvements located on the
Land corresponding to each Property, taken “as is.”

1.31    
"Independent Contract Consideration" shall have the meaning set
forth in Section 2.2.1.

1.32    
“Inspections” shall have the meaning set forth in
Section 3.1.

1.33    
“Land” means, with respect to each Property, the corresponding
tract of land described on Exhibits A-1 and A-2, and all rights,
privileges and appurtenances pertaining thereto, as more particularly described
in the Deed.

1.34    
“Lease(s)” means, with respect to each Property, the interest of
the applicable Seller in and to all leases, subleases and other occupancy
contracts, whether or not of record, which provide for the use or occupancy of
space or facilities on or relating to such Seller’s Property and which are in
force as of the Closing Date for the applicable Property.

1.35    
“Leases Assignment” shall have the meaning set forth in
Section 5.2.4.

1.36    
“Lender” means, (i) with respect to the Wilson Acres Property,
Wells Fargo Bank Minnesota, N.A. and (ii) with respect to the Tar River
Property, Federal Home Loan Mortgage Corporation.

1.37    
“Lender Fees” shall have the meaning set forth in
Section 4.5.5.

1.38    
“Loan” means the indebtedness owing to Lender evidenced by a
Note.

1.39    
“Loan Assumption Application” shall have the meaning set forth in
Section 4.5.3.

1.40    
“Loan Assumption Application Submittal Deadline” shall have the
meaning set forth in Section 4.5.3.

1.41    
“Loan Assumption Approval Period” shall have the meaning set forth
in Section 4.5.9.

1.42    
“Loan Assumption and Release” shall have the meaning set forth in
Section 4.5.2.

1.43    
“Loan Balance” shall have the meaning set forth in
Section 2.2.3.

1.44    
“Losses” shall have the meaning set forth in
Section 3.4.1.

1.45    
“Major Damage” shall have the meaning set forth in
Section 11.1.

1.46    
“Materials” shall have the meaning set forth in
Section 3.5.1.

1.47     “Miscellaneous Property
Assets” means, with respect to each Property, all contract rights,
leases, concessions, warranties, plans, drawings and other items of intangible
personal property relating to the ownership or operation of a Property and owned
by its respective Seller, excluding, however, with respect to each Property (a)
receivables, (b) Property Contracts, (c) Leases, (d) Permits, (e) cash or other
funds, whether in petty cash or house “banks,” or on deposit in bank accounts or
in transit for deposit, (f) refunds, rebates or other claims, or any interest
thereon, for periods or events occurring prior to the Closing Date,
(g) utility and similar deposits, (h) insurance or other prepaid items, (i)
such Seller’s proprietary books and records, or (j) any right, title or interest
in or to the AIMCO Marks.  The term “Miscellaneous Property Assets” also
shall include all of the applicable Seller’s rights, if any, in and to the name
“Wilson Acres” or “Tar River Estates”, as the case may be, and to any internet
domain name (but not the content of any website maintained by Seller or any of
Seller’s affiliates), as it relates solely to use in connection with the
applicable Property (and not with respect to any other property owned or managed
by any Seller, Property Manager, AIMCO, or their respective affiliates).

1.48    
“New Exception” shall have the meaning set forth in
Section 4.5.

1.49    
“New Exception Review Period” shall have the meaning set forth in
Section 4.5.

1.50    
“Note” means, (i) with respect to the Wilson Acres Property, that
certain Promissory Note dated April 8, 2003 in the stated principal amount of
$3,500,000 and (ii) with respect to the Tar River Property, that certain
Multifamily Note dated December 28, 2001 in the stated principal amount of
$5,200,000.

1.51    
“Permits” means, with respect to each Property, all licenses and
permits granted by any governmental authority having jurisdiction over such
Property and required in order to own and operate such Property.

1.52    
“Permitted Exceptions” shall have the meaning set forth in
Section 4.3.

1.53    
“Prohibited Person” means any of the following:  (a) a person
or entity that is listed in the Annex to, or is otherwise subject to the
provisions of, Executive Order No. 13224 on Terrorist Financing (effective
September 24, 2001) (the “Executive Order”); (b) a person or
entity owned or controlled by, or acting for or on behalf of any person or
entity that is listed in the Annex to, or is otherwise subject to the provisions
of, the Executive Order; (c) a person or entity that is named as a “specially
designated national” or “blocked person” on the most current list published by
the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”) at its official website,
http://www.treas.gov/offices/enforcement/ofac; (d) a person or entity that is
otherwise the target of any economic sanctions program currently administered by
OFAC; or (e) a person or entity that is affiliated with any person or entity
identified in clause (a), (b), (c) and/or (d) above.

1.54    
“Property” means (a) with respect to the Wilson Acres Seller, the
Wilson Acres Property and (b) with respect to the Tar River Seller, the Tar
River Property, and collectively, the “Properties”.

1.55     “Property
Contracts” means, with respect to each Property, all contracts,
agreements, equipment leases, purchase orders, maintenance, service, or utility
contracts and similar contracts, excluding Leases, regardless of whether entered
into by the applicable Seller, the applicable Property Manager, or an affiliate
of either, which relate to the ownership, maintenance, construction or repair
and/or operation of such Property, whether or not assignable by their terms, but
not including (a) any national contracts entered into by the applicable Seller,
Property Manager, or AIMCO with respect to the applicable Property (i) which
terminate automatically upon transfer of such Property by such Seller, or (ii)
which such Seller, in Seller’s sole discretion, elects to terminate with respect
to such Property effective as of the Closing Date, or (b) any property
management contract for such Property.  Property Contracts shall not
include forward or similar long-term contracts to purchase electricity, natural
gas, or other utilities, which contracts shall be “Utility Contracts” governed
by the provisions of Section 5.4.11.

1.56    
“Property Contracts Lists” shall have the meaning set forth in
Section 3.5.4.

1.57    
“Property Contracts Notice” shall have the meaning set forth in
Section 3.6.

1.58    
“Property Manager” means the current property manager of each
Property.

1.59    
“Proration Schedule” shall have the meaning set forth in
Section 5.4.1.

1.60    
“Purchase Price” shall have the meaning set forth in
Section 2.2.

1.61    
“Purchaser’s Adjournment Notice” shall have the meaning set forth
in Section 5.1.2.

1.62    
“Records Disposal Notice” shall have the meaning set forth in
Section 5.4.12.

1.63    
“Records Hold Period” shall have the meaning set forth in
Section 5.4.12.

1.64    
“Regional Property Manager” means Dawn Bailey.

1.65    
“Rent Rolls” shall have the meaning set forth in
Section 3.5.3.

1.66    
“Repairs” shall have the meaning set forth in Section
11.1.

1.67    
“Required Assignment Consent” shall have the meaning set forth in
Section 3.6.

1.68    
“Required Loan Fund Amounts” shall have the meaning set forth in
Section 4.5.6.

1.69    
“Risk of Loss Transfer” shall have the meaning set forth in
Section 5.4.8.

1.70    
“Second Loan Assumption Approval Period Extension Deposit” shall
have the meaning set forth in Section 4.5.9.2.

1.71    
“Second Loan Assumption Approval Period Extension Notice” shall
have the meaning set forth in Section 4.5.9.2.

1.72     “Second Loan Assumption
Approval Period Extension Right” shall have the meaning set forth in
Section 4.5.9.2.

1.73    
“Seller’s Indemnified Parties” shall have the meaning set forth in
Section 3.4.1.

1.74    
“Seller’s Property-Related Files and Records” shall have the
meaning set forth in Section 5.4.12.

1.75    
“Seller’s Representations” shall have the meaning set forth in
Section 6.1.

1.76    
“Sellers’ Representative” means AIMCO.

1.77    
“Specific AIMCO Provision” shall have the meaning set forth in
Section 4.5.2.

1.78    
“Survey” shall have the meaning ascribed thereto in
Section 4.2.

1.79    
“Survival Period” shall have the meaning set forth in
Section 6.3.

1.80    
“Survival Provisions” shall have the meaning set forth in
Section 13.26.

1.81    
“Taking” shall have the meaning set forth in
Section 12.1.

1.82    
“Tar River Property” means (a) the Land as described on Exhibit
A-2 and Improvements thereon and all rights of the Tar River Seller, if any,
in and to all of the easements, rights, privileges, and appurtenances belonging
or in any way appertaining to such Land and Improvements, (b) the Property
Contracts, Leases, Permits (other than Excluded Permits), and the right, if any,
of the Tar River Seller in and to the Fixtures and Tangible Personal Property
related to such Land and Improvements, and (c) the Miscellaneous Property Assets
owned by the Tar River Seller which are located on such Land and Improvements
and used in its operation.

1.83    
“Tar River Seller” shall have the meaning set forth in the
introductory paragraph.

1.84    
“Tenant” means any person or entity entitled to occupy any portion
of the applicable Property under a Lease.

1.85    
“Tenant Deposits” means, with respect to a Property, all security
deposits, prepaid rentals, cleaning fees and other refundable deposits and fees
collected from Tenants, plus any interest accrued thereon, paid by Tenants to
the applicable Seller pursuant to its Leases.  Tenant Deposits shall not
include any non-refundable deposits or fees paid by Tenants to the applicable
Seller, either pursuant to the Leases or otherwise.

1.86    
“Tenant Security Deposit Balance” shall have the meaning set forth
in Section 5.4.6.2.

1.87    
“Terminated Contracts” shall have the meaning set forth in
Section 3.6.

1.88    
“Testing” shall have the meaning set forth in
Section 14.2.

1.89     “Third-Party
Reports” means any reports, studies or other information prepared or
compiled for Purchaser by any Consultant or other third-party in connection with
Purchaser’s investigation of a Property.

1.90    
“Title Commitment” shall have the meaning set forth in
Section 4.1.

1.91    
“Title Documents” shall have the meaning set forth in
Section 4.1.

1.92    
“Title Insurer” shall have the meaning set forth in
Section 2.2.1.

1.93    
“Title Policy” shall have the meaning set forth in
Section 4.1.

1.94    
“Uncollected Rents” shall have the meaning set forth in
Section 5.4.6.1.

1.95    
“Utility Contract” shall have the meaning set forth in
Section 5.4.11.

1.96    
“Vendor Terminations” shall have the meaning set forth in
Section 3.6.

1.97    
“Wilson Acres Seller” shall have the meaning set forth in the
introductory paragraph.

1.98    
“Wilson Acres Property” means (a) the Land as described on
Exhibit A-1 and Improvements thereon and all rights of the Wilson Acres
Seller, if any, in and to all of the easements, rights, privileges, and
appurtenances belonging or in any way appertaining to such Land and
Improvements, (b) the Property Contracts, Leases, Permits (other than Excluded
Permits), and the right, if any, of the Wilson Acres Seller in and to the
Fixtures and Tangible Personal Property related to such Land and Improvements,
and (c) the Miscellaneous Property Assets owned by the Wilson Acres Seller which
are located on such Land and Improvements and used in its
operation.