Exhibit
10.24


 


SALE, PURCHASE AND ESCROW AGREEMENT


 


BETWEEN


 


SAF BURROUGHS MILLS LLC


(Seller)


 


AND


 


BEHRINGER HARVARD MULTIFAMILY OP I LP


(Purchaser)


 


AND


 


PARTNERS TITLE COMPANY


(Escrow Agent)


 

















 


TABLE OF CONTENTS


 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I PURCHASE AND SALE

  	
  1

  
	
  1.1

  	
  Background

  	
  1

  
	
  1.2

  	
  Purchase and
  Sale

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II PURCHASE PRICE

  	
  3

  
	
  2.1

  	
  Price

  	
  3

  
	
  2.2

  	
  Investments

  	
  3

  
	
  2.3

  	
  Interest on
  the Deposit

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III CONDITIONS TO THE PARTIES’ OBLIGATIONS

  	
  4

  
	
  3.1

  	
  Conditions to
  Purchaser’s Obligation to Purchase

  	
  4

  
	
  3.2

  	
  Conditions to
  Seller’s Obligation to Sell

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV PURCHASER’S DELIVERIES AND SELLER’S DELIVERIES TO ESCROW AGENT

  	
  5

  
	
  4.1

  	
  Purchaser’s
  Deliveries

  	
  5

  
	
  4.2

  	
  Seller’s
  Deliveries

  	
  5

  
	
  4.3

  	
  Failure to
  Deliver

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V INVESTIGATION OF PROPERTY

  	
  6

  
	
  5.1

  	
  Survey

  	
  6

  
	
  5.2

  	
  Intentionally
  Deleted

  	
  6

  
	
  5.3

  	
  Review of
  Survey and Title

  	
  6

  
	
  5.4

  	
  Inspection of
  Property

  	
  7

  
	
  5.5

  	
  Operational
  Information

  	
  8

  
	
  5.6

  	
  No Obligation
  to Cure

  	
  8

  
	
  5.7

  	
  Inspection
  Period

  	
  9

  
	
  5.8

  	
  Right to Audit

  	
  9

  
	
  5.9

  	
  Proprietary
  Documents; Confidentiality

  	
  9

  
	
  5.10

  	
  Purchaser’s
  Responsibilities

  	
  10

  
	
  5.11

  	
  Purchaser’s
  Agreement to Indemnify

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI THE CLOSING

  	
  11

  
	
  6.1

  	
  Date and
  Manner of Closing

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII PRORATION, FEES, COSTS AND ADJUSTMENTS

  	
  11

  
	
  7.1

  	
  Prorations

  	
  11

  
	
  7.2

  	
  Seller’s
  Closing Costs

  	
  13

  
	
  7.3

  	
  Purchaser’s Closing Costs

  	
  13

  



 


i

















 


	
  ARTICLE
  VIII DISTRIBUTION OF FUNDS AND DOCUMENTS

  	
  14

  
	
  8.1

  	
  Delivery of
  the Purchase Price

  	
  14

  
	
  8.2

  	
  Other Monetary
  Disbursements

  	
  14

  
	
  8.3

  	
  Recorded Documents

  	
  14

  
	
  8.4

  	
  Documents to
  Purchaser

  	
  14

  
	
  8.5

  	
  Documents to
  Seller

  	
  14

  
	
  8.6

  	
  All Other
  Documents

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX RETURN OF DOCUMENTS AND FUNDS UPON TERMINATION

  	
  15

  
	
  9.1

  	
  Return of
  Seller’s Documents

  	
  15

  
	
  9.2

  	
  Return of
  Purchaser’s Documents

  	
  15

  
	
  9.3

  	
  Deposit

  	
  15

  
	
  9.4

  	
  Disbursement
  of Deposit

  	
  15

  
	
  9.5

  	
  No Effect on
  Rights of Parties; Survival

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X DEFAULT

  	
  16

  
	
  10.1

  	
  Seller’s
  Remedies

  	
  16

  
	
  10.2

  	
  Purchaser’s
  Remedies

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XI REPRESENTATIONS AND WARRANTIES

  	
  17

  
	
  11.1

  	
  Seller’s
  Warranties and Representations

  	
  17

  
	
  11.2

  	
  Purchaser’s
  Warranties and Representations

  	
  20

  
	
  11.3

  	
  No Other
  Warranties and Representations

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XII CASUALTY AND CONDEMNATION

  	
  23

  
	
   

  	
   

  
	
  ARTICLE
  XIII CONDUCT PRIOR TO CLOSING

  	
  24

  
	
  13.1

  	
  Conduct

  	
  24

  
	
  13.2

  	
  Actions
  Prohibited

  	
  25

  
	
  13.3

  	
  Modification
  of Existing Leases and Service Contracts

  	
  25

  
	
  13.4

  	
  New Leases and
  Contracts

  	
  26

  
	
  13.5

  	
  Right to Cure

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XIV NOTICES

  	
  26

  
	
   

  	
   

  
	
  ARTICLE
  XV TRANSFER OF POSSESSION

  	
  28

  
	
  15.1

  	
  Transfer of
  Possession

  	
  28

  
	
  15.2

  	
  Delivery of
  Documents at Closing

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XVI GENERAL PROVISIONS

  	
  28

  
	
  16.1

  	
  Captions

  	
  28

  
	
  16.2

  	
  Exhibits

  	
  28

  
	
  16.3

  	
  Entire
  Agreement

  	
  28

  
	
  16.4

  	
  Modification

  	
  28

  
	
  16.5

  	
  Attorneys’
  Fees

  	
  28

  
	
  16.6

  	
  Governing Law

  	
  29

  



 


ii

















 


 


	
  16.7

  	
  Time of
  Essence

  	
  29

  
	
  16.8

  	
  Survival of
  Warranties

  	
  29

  
	
  16.9

  	
  Assignment by
  Purchaser

  	
  29

  
	
  16.10

  	
  Severability

  	
  29

  
	
  16.11

  	
  Successors and
  Assigns

  	
  30

  
	
  16.12

  	
  Interpretation

  	
  30

  
	
  16.13

  	
  Counterparts

  	
  30

  
	
  16.14

  	
  Recordation

  	
  30

  
	
  16.15

  	
  Limitation on
  Liability

  	
  30

  
	
  16.16

  	
  Possession of
  Advisor

  	
  30

  
	
  16.17

  	
  Business Day

  	
  31

  
	
  16.18

  	
  Waiver of Jury
  Trial

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XVII ESCROW AGENT DUTIES AND DISPUTES

  	
  31

  
	
  17.1

  	
  Other Duties
  of Escrow Agent

  	
  31

  
	
  17.2

  	
  Disputes

  	
  31

  
	
  17.3

  	
  Reports

  	
  32

  



 


EXHIBITS


 


	
  EXHIBIT A

  	
  —

  	
  Description of
  Land

  
	
  EXHIBIT B 

  	
  —

  	
  Rent Roll

  
	
  EXHIBIT C

  	
  —

  	
  Form of
  Assignment of Leases and Contracts

  
	
  EXHIBIT D

  	
  —

  	
  Form of
  Blanket Conveyance, Bill of Sale and Assignment

  
	
  EXHIBIT E

  	
  —

  	
  Intentionally
  Omitted

  
	
  EXHIBIT F

  	
  —

  	
  Service
  Contracts

  
	
  EXHIBIT G

  	
  —

  	
  Form of
  Notice to Tenants

  
	
  EXHIBIT H

  	
  —

  	
  FIRPTA Affidavit

  
	
  EXHIBIT I

  	
  —

  	
  Form of
  Deed

  
	
  EXHIBIT J

  	
  —

  	
  Personal
  Property

  
	
  EXHIBIT K

  	
  —

  	
  Due Diligence
  Materials

  
	
  EXHIBIT L

  	
  —

  	
  Lease Guidelines

  



 


iii

















 


INDEX OF
DEFINED TERMS


 


	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Additional Funds

  	
   

  	
  2.1.2

  
	
  Advisor

  	
   

  	
  5.4

  
	
  Apartment Development

  	
   

  	
  1.1

  
	
  Assignment of
  Leases and Contracts

  	
   

  	
  4.1.2

  
	
  Blanket
  Conveyance

  	
   

  	
  4.1.3

  
	
  Closing

  	
   

  	
  6.1

  
	
  Code

  	
   

  	
  11.2.5

  
	
  Deed

  	
   

  	
  4.2.1

  
	
  Deposit

  	
   

  	
  2.1.1

  
	
  Due Diligence
  Materials

  	
   

  	
  5.4

  
	
  Effective Date

  	
   

  	
  Introduction

  
	
  ERISA

  	
   

  	
  11.2.5

  
	
  Escrow Agent

  	
   

  	
  Introduction

  
	
  Existing Survey

  	
   

  	
  5.1

  
	
  Final Closing
  Date

  	
   

  	
  6.1

  
	
  Improvements

  	
   

  	
  1.2(a)

  
	
  Inspection
  Period

  	
   

  	
  5.7

  
	
  Intangibles

  	
   

  	
  1.2(e)

  
	
  Land

  	
   

  	
  1.2(a)

  
	
  Leases

  	
   

  	
  1.2(c)

  
	
  Limitation
  Period

  	
   

  	
  10.2

  
	
  Lists

  	
   

  	
  11.1.14(2)(a)

  
	
  Maximum
  Liability Cap

  	
   

  	
  16.15

  
	
  OFAC

  	
   

  	
  11.1.14

  
	
  Order(s)

  	
   

  	
  11.1.14

  
	
  Owner’s Affidavit

  	
   

  	
  4.2.8

  
	
  Permitted
  Exceptions

  	
   

  	
  5.3

  
	
  Permitted
  Outside Parties

  	
   

  	
  5.9

  
	
  Personal
  Property

  	
   

  	
  1.2(b)

  
	
  Property

  	
   

  	
  1.2

  
	
  Property
  Documents

  	
   

  	
  5.9

  
	
  Purchase Price

  	
   

  	
  2.1

  
	
  Purchaser

  	
   

  	
  Introduction

  
	
  Purchaser’s
  Action

  	
   

  	
  10.1

  
	
  Real Property

  	
   

  	
  1.2(a)

  
	
  Rent Ready
  Condition

  	
   

  	
  13.1.9

  
	
  Rent Roll

  	
   

  	
  1.2(c)

  
	
  Seller

  	
   

  	
  Introduction

  
	
  Seller Parties

  	
   

  	
  16.15

  
	
  Seller’s Broker

  	
   

  	
  11.1.1

  
	
  Service
  Contracts

  	
   

  	
  1.2(d)

  



 


iv

















 


	
  Survey

  	
   

  	
  5.1

  
	
  Tenant Payments

  	
   

  	
  7.1.1

  
	
  Title Commitment

  	
   

  	
  3.1.3(i)

  
	
  Title Company

  	
   

  	
  3.1.3

  
	
  Title Cure
  Period

  	
   

  	
  5.3

  
	
  Title Documents

  	
   

  	
  5.3

  
	
  Title Objections

  	
   

  	
  5.3

  
	
  Title Policy

  	
   

  	
  3.1.3

  
	
  Title Review
  Period

  	
   

  	
  5.3

  
	
  Underlying
  Documents

  	
   

  	
  3.1.3(i)

  



 


v

















 


SALE,
PURCHASE AND ESCROW AGREEMENT


 


This Agreement, dated as of August 7, 2009 (the “Effective Date”), is made by and
between SAF Burroughs Mills LLC, a Delaware limited liability company (“Seller”), and Behringer Harvard
Multifamily OP I LP, a Delaware limited partnership (“Purchaser”)
and constitutes (i) a contract of sale and purchase between the parties
and (ii) an escrow agreement among Seller, Purchaser and Partners Title
Company (“Escrow Agent”), the consent of
which appears at the end hereof.


 


ARTICLE I



PURCHASE AND SALE


 


1.1          Background.  Seller is the
owner of a 308-unit apartment development commonly known as Burrough’s Mill
Apartments (the “Apartment Development”)
located at 1 Burrough’s Mill Blvd., Cherry Hill Township, Camden County, New
Jersey.  Purchaser is willing to enter
into a contract to buy the Apartment Development on the terms provided in this
Agreement, and Seller has indicated that it is willing to enter into a contract
to sell the Apartment Development to Purchaser on the terms provided herein.


 


1.2          Purchase and Sale.  Seller shall
sell and convey to Purchaser, and Purchaser shall buy from Seller, the Property
(as hereinafter defined) for the consideration and upon and subject to the
terms, provisions, and conditions of this Agreement. The “Property”
means:


 


(a)           to the extent owned
by Seller, the land situated in Camden County, New Jersey, more particularly
described in Exhibit A (the “Land”),
together with: (i) the Apartment Development and other improvements
situated on the Land and all other structures, fixtures, buildings, and improvements
situated on the Land (such buildings, structures, fixtures, and improvements
being herein called the “Improvements”);
(ii) any and all rights, titles, powers, privileges, easements, licenses,
rights-of-way and interests appurtenant to the Land and the Improvements; (iii) all
rights, titles, powers, privileges, licenses, easements, rights-of-way, and
interests, if any, of Seller, either at law or in equity, in possession or in
expectancy, in and to any real estate lying in the streets, highways, roads,
alleys, rights-of-way or sidewalks, open or proposed, in front of, above, over,
under, through or adjoining the Land and in and to any strips or gores of real
estate adjoining the Land; (iv) and all rights, titles, powers,
privileges, interests, licenses, easements, and rights-of-way appurtenant or
incident to any of the foregoing, including, without limitation, to the extent
owned by Seller, all mineral, oil, gas and other hydrocarbon substances on and
under and that may be produced from the Land, as well as all development
rights, land use entitlements, air rights, water, water rights, riparian
rights, and water stock relating to the Land (Land and Improvements being
sometimes collectively herein referred to as the “Real
Property”);


 


(b)           all equipment,
fixtures, appliances, inventory, and other personal property of whatever kind
or character owned by Seller and attached to or installed or located on


 


1

















 


or
in the Land or the Improvements, including, without limitation, furniture,
furnishings, drapes and floor coverings, office equipment and supplies,
heating, lighting, refrigeration, plumbing, ventilating, incinerating, cooking,
laundry, communication, electrical, dishwashing, and air conditioning equipment,
disposals, window screens, storm windows, recreational equipment, pool
equipment, patio furniture, sprinklers, hoses, tools and lawn equipment (the “Personal Property”), a current list
of the Personal Property being attached hereto as Exhibit J;


 


(c)           all right, title,
and interest of Seller in and to all leases, rental agreements, licenses, and
other similar arrangements permitting occupancy or use by another of any
apartment unit in the Improvements or any other space or area on the Land or in
the Improvements, a current rent roll as of the date shown thereon being
attached hereto as Exhibit B (the “Rent Roll”)
(collectively, “Leases”),
all guaranties of Leases, all rents, revenues, income, profits and receipts due
under Leases or otherwise receivable by the owner of the Property for use or
occupancy of any of the Property, and all security and other deposits and
advance payments under Leases (subject to proration as provided in this
Agreement);


 


(d)           all right, title,
and interest of Seller in and to all contracts to which Seller is a party
relating to the operation, maintenance, or management of the Property,
including any agreements for electric, gas, telephone, cable television,
security alarm monitoring, sewer, trash collection or similar services, supply
contracts, and brokerage and leasing agreements (collectively, the “Service Contracts”) to the extent
that Service Contracts are assignable without consent, a current list of
Service Contracts being attached hereto as Exhibit F, but
specifically excluding any contract with any affiliate of Seller (which shall
be terminated on or prior to the date of Closing (as hereinafter defined)) and
specifically excluding any contracts terminated by Seller pursuant to Section 5.6;


 


(e)           all right, title and
interest of Seller in and to (i) all transferable permits, licenses,
approvals, utility rights, development rights and similar rights related to the
Property, if any, whether granted by governmental authorities or private
persons, to the extent that such transferable permits, licenses, approvals,
utility rights, development rights and similar rights are assignable without
consent, (ii) all trademarks, trade names, or symbols under which the Land
or the Improvements (or any part thereof) is operated including, without
limitation, the name of “Burrough’s Mill” and the Internet URL and/or domain
name www.burroughsmill.com, and any website material belonging to the Property,
including, but not limited to, the Property description and any floor plans,
photographs and location maps, (iii) all telephone numbers serving the
Apartment Development, (iv) all of the right, title, and interest in and
to all site plans, surveys, soil and substrata studies, architectural drawings,
plans and specifications, engineering plans and studies, floor plans, landscape
plans and other plans or studies of any kind that relate to the Land, the
Improvements or the Personal Property in the possession of or under the control
of Seller, and (v) all assignable warranties and  guaranties covering all or any
part of the Property provided by any person and expressly including any
warranty or guaranty from an affiliate of Seller, if any, (collectively, the “Intangibles”), provided that any
cost


 


2

















 


to
assign or transfer any of the Intangibles shall be paid by Purchaser; and


 


(f)            all other rights, privileges and
appurtenances owned by Seller directly relating to the above-described
properties.


 


ARTICLE II



PURCHASE PRICE


 


2.1          Price.  In
consideration of the covenants herein contained, Seller hereby agrees to sell
and Purchaser hereby agrees to purchase the Property for a total purchase price
of Forty Million Dollars ($40,000,000) (the “Purchase Price”), which shall be
paid by Purchaser as follows:


 


2.1.1       Deposit. 
Purchaser has delivered concurrently with its execution of this
Agreement, or will deliver within two (2) business days, to Escrow Agent
by bank wire of immediately available funds the sum of Two Hundred and Fifty
Thousand Dollars ($250,000) (the “Deposit”).


 


2.1.2       Addition
to Deposit.  On or before the expiration of the
Investigation Period (as defined in Section 5.7), Purchaser shall
deliver to Escrow Agent, by bank wire transfer of immediately available funds,
an additional Two Hundred and Fifty Thousand Dollars ($250,000) (the “Additional Funds”), unless
Purchaser shall have terminated this Agreement in accordance with Section 5.7.  The Additional Funds shall be deemed part of
the Deposit, for an aggregate Deposit of Five Hundred Thousand Dollars
($500,000).  If Purchaser fails to
deliver the Additional Funds to Escrow Agent on or before the expiration of the
Investigation Period (provided Purchaser has not terminated this Agreement in
accordance with Section 5.7), such failure shall be a default under
this Agreement.


 


2.1.3       Balance
of Purchase Price.  Purchaser shall on the day of
the Closing (as defined in Section 6.1), deliver to Escrow Agent,
by bank wire transfer of immediately available funds, a sum equal to the
balance of the Purchase Price.  The
balance of the Purchase Price received by Seller at Closing shall be adjusted
to reflect prorations and other adjustments pursuant to Article VII.


 


2.2          Investments.  Following the
collection of the Deposit, Escrow Agent shall, at the direction of Purchaser,
invest the Deposit in:


 


(i)            obligations of the
United States government, its agencies or independent departments;


 


(ii)           certificates of
deposit issued by a banking institution whose principal office is in New York
City or Houston with assets in excess of $1 billion; or


 


(iii)          an interest-bearing
account of a banking institution whose principal office is in New York City or
Houston with assets in excess of $1 billion.


 


3

















 


No investment of the
Deposit shall have a maturity date beyond the Final Closing Date (as defined in
Section 6.1).


 


2.3          Interest on the Deposit. 
Any interest earned on the Deposit shall be credited and delivered to
the party entitled to receive the Deposit, provided, however,
that if the transaction closes, at Closing any interest earned on the Deposit
shall be credited to Purchaser by applying the same against the Purchase Price.


 


ARTICLE III


 


CONDITIONS TO THE PARTIES’ OBLIGATIONS


 


3.1          Conditions to Purchaser’s Obligation to Purchase. 
Purchaser’s obligation to purchase is expressly conditioned upon each of
the following:


 


3.1.1       Performance
by Seller.  Performance in all material respects of the
obligations and covenants of, and deliveries required of, Seller hereunder.


 


3.1.2       Delivery
of Title and Possession.  Delivery at
the Closing of (i) all Closing documents as set forth in Section 4.2
hereof and (ii) possession as provided in Section 17.1.


 


3.1.3       Title
Insurance.  Delivery at the Closing of the standard
current form of American Land Title Association (ALTA Form B) owner’s
policy of title insurance (the “Title Policy”),
or an irrevocable commitment to issue the same,  with
liability in the amount of the Purchase Price issued by Partners Title Company
as agent for Chicago Title Insurance Company (the “Title
Company”), insuring that good and indefeasible fee title to the
Real Property vests in Purchaser subject to the Permitted Exceptions (as
defined in Section 5.3) and the standard printed exceptions.


 


(i)            Purchaser will
procure a commitment for title insurance issued by the Title Company (the “Title Commitment, and all
supporting encumbrance documents (the “Underlying Documents”).


 


(ii)           Purchaser will pay
the base premium for the basic cost of the Title Policy as well as any additional
title insurance endorsements, provided that the Title Company’s failure to
issue any such additional endorsements shall not affect Purchaser’s obligations
under this Agreement.


 


3.1.4       Seller’s
Representations.  The representations and warranties by Seller
set forth in Section 11.1 being true and correct in all material
respects as of the Closing except as modified by notice (in accordance with Section 11.1)
to which Purchaser does not object in writing by the later of (i) three
business days after receipt thereof or (ii) the end of the Investigation
Period.


 


4
















 


3.2          Conditions to Seller’s Obligation to Sell. 
Seller’s obligation to sell is expressly conditioned upon each of the
following:


 


3.2.1       Performance by Purchaser. 
Performance in all material respects of the obligations and covenants
of, and deliveries required of, Purchaser hereunder.


 


3.2.2       Receipt of Purchase
Price.  Receipt of the Purchase Price and any
adjustments due Seller under Article VII at the Closing in the
manner herein provided.


 


ARTICLE IV


 


PURCHASER’S DELIVERIES AND SELLER’S DELIVERIES TO ESCROW
AGENT


 


4.1          Purchaser’s Deliveries. 
Purchaser shall, at or before the Closing, deliver to Escrow Agent each
of the following:


 


4.1.1       Purchase Price. 
The balance of the Purchase Price as set forth in Article II.


 


4.1.2       Assignment of Leases and
Contracts.  Four (4) executed counterparts of the
Assignment of Tenant Leases and Assumption Agreement (the “Assignment
of Leases and Contracts”) in the form of Exhibit C.


 


4.1.3       Blanket Conveyance, Bill
of Sale and Assignment.  Four (4) executed
counterparts of a Blanket Conveyance, Bill of Sale, and Assignment (the “Blanket Conveyance”) in the form of
Exhibit D.


 


4.1.4       Closing Statement. 
An executed settlement statement reflecting the prorations and
adjustments required under Article VII.


 


4.1.5       Cash – Prorations. 
The amount, if any, required of Purchaser under Article VII.


 


4.2          Seller’s Deliveries.  Seller shall,
at or before the Closing, deliver to Escrow Agent each of the following:


 


4.2.1       Deed. 
A special warranty deed (the “Deed”) in
the form of Exhibit I with respect to the Real Property, executed
and acknowledged by Seller, pursuant to which Seller shall convey title to the
Real Property subject to the Permitted Exceptions as defined in Section 5.3
hereof.


 


4.2.2       Assignment of Leases and
Contracts.  Four (4) executed counterparts of the
Assignment of Leases and Contracts in the form of Exhibit C, and
(whether through the closing escrow or through such other method of delivery as
the parties may establish) original executed Leases (or copies if originals are
not in Seller’s possession) and the Service Contracts which are to be assumed
hereunder pursuant to Section 5.6 hereof.


 


5

















 


4.2.3       Blanket Conveyance, Bill
of Sale and Assignment.  Four (4) executed
counterparts of the Blanket Conveyance.


 


4.2.4       Notices to Tenants. 
A notice signed by Seller (or Seller’s manager for the Improvements)
addressed to the tenants under the Leases in the form of Exhibit G.


 


4.2.5       FIRPTA Affidavit. 
Four (4) executed copies of an affidavit in the form of Exhibit H
with respect to the Foreign Investment in Real Property Tax Act.


 


4.2.6       Closing Statement. 
An executed settlement statement reflecting the prorations and
adjustments required under Article VII.


 


4.2.7       Cash — Prorations. 
The amount, if any, required of Seller under Article VII.


 


4.2.8       Owner’s Affidavit. 
A customary owner’s affidavit (the “Owner’s Affidavit”)
in a form reasonably satisfactory to the Title Company certifying to the Title
Company that there are no unpaid bills or claims relating to the Property as of
the date of Closing except as specified, and whatever documentation may be
reasonably requested or required in order to confirm the proper authority of
Seller to consummate this transaction and to issue the Title Policy.


 


4.3          Failure to Deliver.  The failure
of Purchaser or Seller to make any delivery required above by and in accordance
with this Article IV which is not waived by the other party shall
constitute a default hereunder by Purchaser or Seller, as applicable.


 


ARTICLE V


 


INVESTIGATION OF PROPERTY


 


5.1          Survey.  Seller shall
deliver, cause to be delivered, or make available to purchaser in accordance
with Section 5.6 below and as one of the Due Diligence Materials
(as defined therein), an existing survey of the Land and Improvements prepared
by Taylor, Wiseman & Taylor (the “Existing Survey”).  Within the Title Review Period (hereinafter
defined), Purchaser, using commercially reasonable efforts, and at its sole
expense, shall cause to be delivered to Seller and Title Company a current plat
of an “as-built” “update” of the Existing Survey in form acceptable to
Purchaser (the “Survey”),
and a field note description thereof, prepared and certified as to all matters
shown thereon by a licensed professional engineer or surveyor acceptable to the
Title Company and in such form and substance sufficient to permit deletion from
the Title Policy of the survey exception except for “shortages in area”.


 


5.2          Intentionally Deleted.


 


5.3          Review of Survey and Title.  Purchaser shall
have a period (the “Title Review
Period”) ending at 5 p.m.
Central Standard Time on August 31, 2009 within which to review the
Survey, the Title Commitment, and the Underlying Documents (collectively, “Title Documents”) and give Seller
written notice of its objection to the condition of title reflected by the
Title Documents (the “Title Objections”).
With regard to any objection so made by


 


6

















 


Purchaser,
Seller shall reasonably cooperate with Purchaser to remedy such objection, but
Seller shall not be obligated to pay any sum of money or to incur any
obligation or liability to any third party as any inducement to remove an
objection to title other than (i) the existing first lien mortgage
documents in favor of The Travelers Insurance Company securing the existing
loan dated December 6, 2004, in the original principal amount of
$34,000.000, (ii) a voluntary lien against the Property recorded
subsequent to the date of the Title Commitment and consented to by Seller, or (iii) any
mechanic’s or materialman’s lien arising from work contracted for by
Seller.  If Seller does not cure such
objections or agree in writing to cure such objections within ten (10) days
after receipt of Purchaser’s written objections (the “Title
Cure Period”), Purchaser may, at its option, (i) waive such
uncured objections and accept such title as Seller can deliver, or (ii) terminate
this Agreement by notice in writing delivered to Seller within five (5) business
days after the end of the Title Cure Period and receive back the Deposit.  In such event, if no termination notice is
given under (ii) above, Purchaser shall be deemed to have waived such
uncured objections and shall accept such title as Seller can deliver.  In the event of such termination, neither
party shall have any further rights or obligations under this Agreement except
for those that expressly survive the termination hereof.  In the event Purchaser fails to furnish
Seller, on or before the end of the Title Review Period, either written notice
that the Survey, the Title Report, and the Underlying Documents are
satisfactory, or written notice of Purchaser objections to the Survey, the
Title Report, and/or the Underlying Documents, Purchaser shall be deemed to
have waived any objection to the Survey, Title Report, and the Underlying
Documents and shall accept such title as Seller can deliver.  In any event, any title matters that Seller
does not expressly agree in writing to cure by written notice to Purchaser or
that Seller is not expressly obligated to cure as provided above and that the
Title Company does not agree to remove shall be “Permitted Exceptions” and
deemed waived by Purchaser if Purchaser does not elect to terminate this
Agreement prior to the expiration of the Title Cure Period.  The term “Permitted Exceptions”
shall mean: the specific exceptions in the Title Report that the Title Company
has not agreed to remove from the Title Report as of the end of the Title Cure
Period and that Seller is not required to remove as provided above; any other
lien, encumbrance, easement or other exception or matter voluntarily imposed or
consented to by Purchaser prior to or as of the Closing or matters created by,
through or under Purchaser; items shown on the Survey which have not been
removed as of the end of the Title Cure Period; real estate taxes not yet due
and payable; rights of tenants under the Leases and any other leases executed
in accordance with this Agreement after the date hereof, and the rights of
tenants thereunder; rights of tenants or licensees under Service Contracts not
terminated as of Closing; all exceptions (including printed exceptions) to
title contained or disclosed in the Title Commitment other than Title
Objections identified and not thereafter waived by Purchaser; and, all matters,
rights and interests that would be discovered by an inspection or survey of the
Property.


 


5.4          Inspection of Property. 
Seller, at its expense, shall deliver or make available to Purchaser
copies of all material documents on the attached list attached hereto as Exhibit K,
in addition to materials and documents previously delivered to Purchaser (together, the “Due Diligence Materials”) Purchaser
and its agents and duly authorized representatives shall have the right to inspect
the condition of the Land, Improvements and Personal Property and the books and
records of Seller pertaining thereto during reasonable business hours.  Seller hereby agrees to give Purchaser its
reasonable cooperation in connection with such inspections, provided that


 


7

















 


(i) Purchaser must
give Seller twenty-four (24) hours’ prior telephone or written notice of any
such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s
prior written consent (which consent may be given, withheld or conditioned in
Seller’s sole discretion), (ii) prior to performing any inspection or
test, Purchaser must deliver a certificate of insurance to Seller evidencing that
Purchaser and its contractors, agents and representatives have in place not
less than $1,000,000 of comprehensive general liability insurance (including a
contractual liability endorsement insuring Purchaser’s indemnity obligation
under this Agreement) covering any accident or damage arising in connection
with the presence of Purchaser, its contractors, agents and representatives on
the Property, which insurance shall name Seller and BlackRock Realty Advisors, Inc.
(“Advisor”) as additional insureds
thereunder, issued by a licensed company qualified to do business in the State
in which the Property is located, and (iii) all such tests shall be
conducted by Purchaser in compliance with Purchaser’s responsibilities set
forth in Section 5.9 below. 
Purchaser shall bear the cost of all such inspections or tests.


 


5.5          Operational Information.  In addition,
Seller agrees specifically to provide upon request of Purchaser or make
available to Purchaser (in Seller’s offices or at the management office of
Seller’s local property manager or at the Property), to the extent in Seller’s
possession or control and to the extent not previously delivered under Section 5.4
above or made available to Purchaser under Section 5.4 above, the
following:


 


5.5.1       Leases and Contracts. 
Copies of the Leases and the Contracts.


 


5.5.2       Plans and Specifications. 
To the extent in Seller’s possession, copies of all plans and
specifications for the Improvements.


 


5.5.3       Reports. 
To the extent in Seller’s possession, copies of all environmental
reports prepared by third parties.


 


5.5.4       Permits. 
To the extent in Seller’s possession, copies of all governmental
permits, certificates of occupancy and approvals, in each case regarding the
Property.


 


5.5.5       Other. 
Such additional customary documentation and instruments as Purchaser may
reasonably request.


 


If
Purchaser terminates this Agreement as set forth in Section 5.6
below, then the Due Diligence Materials and all other information, documents
and materials furnished by Seller to Purchaser shall be returned promptly to
Seller (which obligation shall survive the termination of this Agreement).  Purchaser agrees that, in the exercise of the right of
access granted hereby, it will not unreasonably interfere with or permit
unreasonable interference with any person occupying or providing service at the
Property.  Purchaser agrees that it or
its agents will not communicate with any tenants without the consent of Seller.


 


5.6          No Obligation to Cure.  Nothing
contained in this Agreement or otherwise shall require Seller to render its
title marketable or to remove or correct any exception or matter disapproved by
Purchaser or to spend any money or incur any expense in order to do so except
as set forth in Section 5.3 hereof.


 


8

















 


5.7          Inspection Period. 
Purchaser shall have a period ending at 5 p.m. Central
Standard Time on September 7, 2009 (“Inspection Period”)
within which to review, examine, inspect, test and satisfy itself as to the
condition of the Land, Improvements and Personal Property and the operational
information relating thereto. In the event that such inspection indicates that
the Property is not satisfactory to Purchaser, in Purchaser’s sole and absolute
discretion, Purchaser may terminate this Agreement by notice in writing
delivered to Seller prior to the expiration of the Inspection Period, in which
event the Deposit will be returned to Purchaser, and neither party shall have
any further right or obligation hereunder other than as set forth herein with
respect to rights or obligations which survive termination.  If this Agreement is not terminated by
written notice to Seller in the manner and within the time provided in this Section 5.7,
Purchaser’s right to terminate this Agreement pursuant to this Section 5.7
and any and all objections with respect to the Inspection Period will be deemed
to have been waived by Purchaser for all purposes.  Except as provided below, Seller shall cause
all Service Contracts to be terminated effective as of or prior to the date of
Closing, provided that (i) Seller shall have no obligation to assign or
terminate, and Purchaser shall be obligated to assume, any Service Contracts
which by their terms cannot be assigned or 
terminated without penalty or payment of a fee and (ii) Seller
shall not terminate any Service Contracts which Purchaser notifies Seller in
writing prior to the expiration of the Inspection Period that it desires to
assume.  At Closing Seller shall assign
and Purchaser must assume the obligations arising from and after the Closing
Date under those Service Contracts that Purchaser is obligated or desires to
assume pursuant to this Section 5.7.


 


5.8          Right to Audit.  At Purchaser’s
request, at any time before Closing or within three (3) years after
Closing, and without material cost or expense to Seller, Seller shall provide
to Purchaser’s designated independent auditor reasonable access to the books
and records of the Property to the extent in Seller’s possession, and all
related information in Seller’s possession regarding the period for which
Purchaser is required to have the Property audited under the regulations of the
Securities and Exchange Commission,  Purchaser
agrees to indemnify and hold harmless Seller from any claim, damage, loss, or
liability to which Seller is at any time subjected by any person who is not a
party to this Agreement as a result of Seller’s compliance with this paragraph,
except to the extent any such claim, damage, loss or liability arises from
Seller’s fraud or intentional misrepresentation, which indemnification shall
survive the Closing or earlier termination of this Agreement.


 


5.9          Proprietary Documents; Confidentiality. 
Purchaser acknowledges that the documents and information provided or
made available to Purchaser pursuant to this Agreement, including without
limitation the documents and information described in Sections 5.4 and 5.5 above
(collectively, the “Property Documents”)
are proprietary and confidential and will be delivered to Purchaser solely to
assist Purchaser in determining the feasibility of purchasing the
Property.  Purchaser shall not use the
Property Documents for any purpose other than as set forth in the preceding
sentence.  Purchaser shall not disclose
the contents to any person other than to those persons who are responsible for
determining the feasibility of Purchaser’s acquisition of the Property and its
respective attorneys, partners, accountants, brokers, property management
companies, third party consultants, lenders or investors who have agreed to preserve
the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”);
provided, however, Purchaser shall disclose only such information to a
particular Permitted Outside Party as is reasonably necessary for that Permitted
Outside Party to perform


 


9

















 


its role in the acquisition of the Property, and nothing more.
Purchaser shall not divulge the contents of the Property Documents and other
information except in strict accordance with the confidentiality standards set
forth in this Section 5.9. 
In permitting Purchaser to review the Property Documents or any other
information, Seller has not waived any privilege or claim of confidentiality
with respect thereto, and no third party benefits or relationships of any kind,
either express or implied, have been offered, intended or created.  Purchaser shall not at any time issue a press
release or otherwise communicate with media representatives regarding this sale
and purchase unless such release or communication occurs after the Closing, but
in no event shall such press release or media communication include information
regarding the Purchase Price.  However,
the Parties acknowledge that under New Jersey law, the Purchase Price is
required to be disclosed in the recorded Deed. 
Prior to Closing, information in the Property Documents shall not be
disclosed except (a) with the prior written consent of Seller (which
consent may be withheld in Seller’s sole and absolute discretion), (b) to
the extent that such document or information is or becomes publicly available
other than the result of Purchaser’s breach of this Agreement, (c) to the
Permitted Outside Parties, or (d) as may be necessary for Purchaser or
Purchaser’s representatives to comply with applicable laws, including, without
limitation governmental regulatory, disclosure (including SEC rules), tax and
reporting requirements, to comply with other requirements of regulatory and
supervisory authorities and self-regulatory organizations having jurisdiction
over Purchaser or Purchaser’s representatives, or to comply with regulatory or
judicial processes.  Purchaser shall
promptly deliver all Property Documents to Seller in the event that the  Closing does not occur.  This Section 5.9 shall survive
the Closing or termination of this Agreement.


 


5.10        Purchaser’s Responsibilities. 
In conducting any inspections, investigations or tests of the Property
and/or Property Documents, Purchaser and its agents and representatives
shall:  (i) not disturb the tenants
or interfere with their use of the Property pursuant to their respective
Leases; (ii) not interfere with the operation and maintenance of the
Property; (iii) not damage any part of the Property or any personal
property owned or held by any tenant or any third party; (iv) not injure
or otherwise cause bodily harm to Seller or its agents, guests, invitees,
contractors and employees or any tenants or their guests or invitees; (v) comply
with all applicable laws; (vi) promptly pay when due the costs of all
tests, investigations, and examinations done with regard to the Property; (vii) allow
Seller to have a representative present during any such inspection or test; (viii) cooperate
with any reasonable request by Seller in connection with the timing of any such
inspection or test; (ix) provide Seller, upon Seller’s request, with a
copy of any written inspection or test report or summary prepared by any third
party; (x) not permit any liens to attach to the Property by reason of the
exercise of its rights hereunder; (xi) not reveal or disclose prior to
Closing any information obtained during the Inspection Period concerning the
Property and the Property Documents to anyone other than the Permitted Outside
Parties, in accordance with the confidentiality standards set forth in Section 5.9
above, or except as may be otherwise required by law.  Purchaser agrees at its own expense to
promptly repair or restore the Property, if any inspection or test requires or
results in any damage to or alteration of the condition of the Property, and
that the obligations set forth in this sentence shall survive the Closing or
any termination of this Agreement.


 


5.11        Purchaser’s Agreement to Indemnify. 
Purchaser hereby agrees to indemnify, defend and hold harmless Seller,
Advisor, and their affiliates, members, partners, subsidiaries,


 


10

















 


shareholders, officers,
directors and agents from and against any and all liens, claims, causes of
action, damages, liabilities, losses, injuries, costs, and expenses (including
reasonable attorneys’ fees and costs) arising out of inspections or tests by
Purchaser or its employees, consultants, agents or representatives permitted
under this Agreement; provided, however, the indemnity shall not
extend to protect Seller from any pre-existing liabilities for matters merely
discovered by Purchaser (i.e.,
latent environmental contamination) so long as Purchaser’s actions do not
aggravate any pre-existing liability of Seller. 
Furthermore, Purchaser shall be liable only for direct damages, and not
incidental, consequential or punitive damages (except to the extent Seller is
liable to third parties for such incidental, consequential or punitive damages
for which Purchaser shall provide indemnity) and Purchaser shall not be liable
for claims to the extent arising in whole or in part from the negligence of
Seller, its agents, independent contractors, servants and/or employees.  Purchaser’s obligations under this Section 5.11
shall survive the termination of this Agreement and shall survive the Closing.


 


ARTICLE VI


 


THE CLOSING


 


6.1          Date and Manner of Closing. 
Escrow Agent shall close the escrow (the “Closing”)
as soon as all conditions to closing contained in this Agreement have been
satisfied (or deemed satisfied) or waived in writing which shall in any event
be not later than 12:00 noon Central Standard Time on September 22, 2009
(the “Final Closing Date”), and
thereafter recording and delivering all documents and funds as set forth in Article VIII.


 


ARTICLE VII


 


PRORATION, FEES, COSTS AND ADJUSTMENTS


 


7.1          Prorations.  Prior to the
Closing, Seller and Purchaser shall determine the amounts of the prorations in
accordance with this Agreement within no less than two (2) days prior to
Closing.  Purchaser shall review and
approve such determination promptly and prior to the Closing, such approval not
to be unreasonably withheld or delayed. 
Thereafter, Purchaser and Seller shall each inform Escrow Agent of such amounts.


 


7.1.1       Certain Items Prorated.  In accordance with the notifications, Escrow
Agent shall prorate between the parties (and the parties shall deposit funds
therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums
held by Escrow Agent owing to such party), as of 11:59 p.m. the day prior
to the Closing, all income and operating expenses with respect to the Property
and payable to or by the owner of the Property, including, without
limitation:  (i) all real
property and personal property taxes and assessments on the basis of the fiscal
period for which assessed (if the Closing shall occur before the tax rate is
fixed, the apportionment of taxes shall be based on the tax rate for the
preceding period applied to the latest assessed valuation  and
after the Closing, when the actual real property and personal property taxes
are finally fixed, Seller and Purchaser shall promptly make a recalculation of
such proration, and the appropriate party shall make the applicable payment
reflecting the recalculation to the other party);


 


11

















 


(ii) rents
and other tenant payments and tenant reimbursements, if any (collectively, “Tenant Payments”), received and
collected under the Leases; (iii) charges for water, sewer,
electricity, gas, fuel and other utility charges, all of which shall be read
promptly before Closing, unless Seller elects to close its own applicable
account, in which event Purchaser shall open its own account and the respective
charges shall not be prorated; (iv) amounts prepaid and amounts
accrued but unpaid on Service Contracts which are to be assumed by Purchaser
under the terms hereof; and (v) periodic fees for licenses, permits
or other authorizations, if any, with respect to the Property.  If such charges, expenses and income are
unavailable at the Closing, a readjustment shall be made within thirty (30)
days after the Closing of these items.


 


7.1.2       Leasing Commissions. 
At the Closing, Purchaser and Seller shall prorate, based on the portion
of the term of the applicable Lease occurring before and after the Closing, all
leasing commissions entered into after the end of the Investigation Period, any
renewal or extension of an existing Lease after such date and any new lease
referred to in Section 13.4.


 


7.1.3       Taxes.


 


(a)           Real property tax
refunds and credits received after the Closing which are attributable to a
fiscal tax year prior to the year of Closing shall belong to Seller.  Any such refunds and credits attributable to
the fiscal tax year during which the Closing occurs shall be apportioned
between Seller and Purchaser after deducting the reasonable out-of-pocket
expenses of collection thereof.  This
apportionment obligation shall survive the Closing.


 


(b)           If any tax appeal or
certiorari proceedings shall not have been finally resolved or settled prior to
the Closing and shall relate to the year 2008 or a prior year, Seller, at its
sole cost and expense, shall be entitled to control the disposition of any such
tax appeal or certiorari proceeding and shall be entitled to any refunds
received therefrom.  With respect to the
2009 tax year, Purchaser shall be entitled to control any tax protest and any
refunds received therefrom, net of any expenses incurred by Purchaser in
connection therewith, shall be prorated between the parties on the basis of the
portions accruing to periods before and after the Closing.


 


(c)           Payment of rollback
taxes that are the result of the change of Purchaser’s use of the property
after Closing that result in the assessment of additional taxes, penalties or
interest (assessment) for periods before Closing shall be the responsibility of
Purchaser


 


7.1.4       Security and Other
Deposits.  At the Closing, Seller shall deliver to
Purchaser all unapplied refundable security and pet deposits (plus interest
accrued thereon to the extent required to be paid by the applicable Leases or
applicable laws) required to be held by Seller under the Leases and Purchaser
shall pay Seller an amount equal to all utility and contract deposits then held
by third parties with respect to the Property and transferred to Purchaser
hereunder.


 


12

















 


7.1.5       Adjustments.


 


(a)           With respect to
delinquent rentals and any other rentals not collected as of the Closing (and
thus not prorated as of Closing), Purchaser shall make a commercially
reasonable and customary attempt to collect the same for Seller’s benefit after
the Closing and such collection, if any, shall be remitted to Seller promptly
upon receipt by Purchaser. Nothing contained herein shall operate to require
Purchaser to institute any lawsuit or other legal collection procedure to
collect such delinquent rentals. Purchaser and Seller agree that any sums
received by Purchaser from any tenants after Closing shall be applied (i) first
to rentals due for
the month during which the Closing occurs (and said rentals shall be allocated
between Seller and Purchaser as if same had been prorated at Closing, with the
amount due Seller to be paid to Seller promptly upon receipt by Purchaser), (ii) second,
to current rentals due after the month in which the Closing occurs, (iii) third,
to delinquent rentals owed with respect to the period after the month in which
the Closing occurs, and (iv) fourth, to delinquent rentals owed with
respect to the period prior to Closing, regardless of the designation of such
sums by the tenant. In addition to Purchaser’s agreement set forth above to
pursue delinquent rents for the benefit of Seller, Seller shall have the right
to pursue collection of delinquent rents, but Seller agrees that it will
initiate no suit or legal proceeding to collect delinquent rents from a tenant
so long as they remain a tenant of the Property.


 


(b)           Purchaser shall not
receive a credit at the Closing for its prorated portion of any bonus or other
up front payment previously made and received by Seller under or in connection
with any Service Contract, including, without limitation, laundry room leases,
security system, internet, satellite and cable TV leases or contracts entered
into prior to Closing.


 


7.1.6       Insurance. 
Seller’s existing liability and property insurance pertaining to the
Property shall be canceled as of the Closing, and Seller shall receive any
premium refund due thereon.


 


7.1.7       Survival. 
The provisions of this Article VII shall survive the Closing
of this transaction and the payment of any consideration and the delivery of
all closing instruments.


 


7.2          Seller’s Closing Costs.   Seller shall pay (i)  one-half of
Escrow Agent’s escrow fee or escrow termination charge, (ii) any documentary
stamp or transfer tax, (iii) all brokerage fees, and (iv) Seller’s
own attorneys’ fees.  In addition, Seller
shall be responsible for any sales or use taxes imposed, if any, resulting from
this transaction.


 


7.3          Purchaser’s Closing Costs.  
Purchaser shall pay (i) one-half of Escrow Agent’s escrow
fee or escrow termination charge, (ii) the cost of the base Title
Policy and any other title insurance endorsements ordered by Purchaser, (iii) any
costs incurred in connection with Purchaser’s investigation of the Property
pursuant to Article V, including the cost of any new


 


13

















 


environmental assessment commissioned by Purchaser, (iv) the cost
of any updated survey, and (v) Purchaser’s own attorneys’ fees.


 


ARTICLE VIII


 


DISTRIBUTION OF FUNDS AND DOCUMENTS


 


8.1          Delivery of the Purchase Price. 
At the Closing, Escrow Agent shall deliver the Purchase Price to Seller,
and the transaction shall not be considered closed until such delivery occurs.


 


8.2          Other Monetary Disbursements. 
Escrow Agent shall, at the Closing, hold for personal pickup or arrange
for wire transfer, (i) to Seller, or order, as instructed by
Seller, all sums and any proration or other credits to which Seller is entitled
and less any appropriate proration or other charges and (ii) to
Purchaser, or order, any excess funds therefore delivered to Escrow Agent by
Purchaser and all sums and any proration or other credits to which Purchaser is
entitled and less any appropriate proration or other charges.


 


8.3          Recorded Documents.  Escrow Agent
shall cause the Deed and any other documents that Seller or Purchaser desires
to record to be recorded with the appropriate county recorder and, after
recording, returned to the grantee, beneficiary or person acquiring rights
under said document or for whose benefit said document was required.


 


8.4          Documents to Purchaser. 
Escrow Agent shall at the Closing deliver by overnight express delivery
to Purchaser the following:


 


(1)           one conformed copy
of the Deed showing all recording data;


(2)           two originals of the
Assignment of Leases and Contracts;


(3)           two originals of the
Blanket Conveyance;


(4)           one original of the
Notice to Tenants;


(5)           two originals of the
FIRPTA Affidavit;


(6)           one original of the
Closing Statement;


(7)           one original of the
Title Policy; and


(10)         one original of any Owner Affidavit.


 


8.5          Documents to Seller.  Escrow Agent
shall at the Closing deliver by overnight express delivery to Seller, the
following:


 


(1)           one conformed copy
of the Deed showing all recording data;


(2)           two originals of the
Assignment of Leases and Contracts;


(3)           two originals of the
Blanket Conveyance;


(4)           one copy of the
Notice to Tenants;


(5)           two originals of the
FIRPTA Affidavit;


(6)           one original of the
Closing Statement;


(7)           one copy of the
Title Policy; and


(8)           one copy of any
Owner Affidavit.


 


14
















 


8.6          All Other Documents.  Escrow Agent
shall at the Closing deliver by overnight express delivery, each other document
received hereunder by Escrow Agent to the person acquiring rights under said
document or for whose benefit said document was required.


 


ARTICLE IX


 


RETURN OF DOCUMENTS AND
FUNDS UPON TERMINATION


 


9.1          Return of Seller’s Documents. 
If escrow or this Agreement is terminated by Purchaser for any reason,
Purchaser shall, within five (5) days following such termination,
deliver to Seller all documents and materials relating to the Property
previously delivered to Purchaser by Seller and copies of all reports and
studies obtained by Purchaser from third parties in connection with the
Property and Purchaser’s investigation thereof. 
Such items shall be delivered without representation or warranty as to
accuracy or completeness and with no right of Seller to rely thereon without
the consent of the third party.  Escrow
Agent shall deliver all documents and materials deposited by Seller and then in
Escrow Agent’s possession to Seller and shall destroy any documents executed by
both Purchaser and Seller.  Upon delivery
by Escrow Agent to Seller (or such destruction, as applicable) of such
documents and materials, Escrow Agent’s obligations with regard to such
documents and materials under this Agreement shall be deemed fulfilled and
Escrow Agent shall have no further liability with regard to such documents and
materials to either Seller or Purchaser.


 


9.2          Return of Purchaser’s Documents. 
If escrow or this Agreement is terminated by Seller for any reason,
Escrow Agent shall deliver all documents and materials deposited by Purchaser
and then in Escrow Agent’s possession to Purchaser and shall destroy any
documents executed by both Purchaser and Seller. Upon delivery by Escrow Agent
to Purchaser (or such destruction, as applicable) of such documents and
materials, Escrow Agent’s obligations with regard to such documents and
materials under this Agreement shall be deemed fulfilled and Escrow Agent shall
have no further liability with regard to such documents and materials to either
Seller or Purchaser.


 


9.3          Deposit.  If escrow or
this Agreement is terminated (i) pursuant to Section 5.7,
Section 10.2 or Article XII, or (ii) due to
the failure of a condition set forth in Section 3.1, then Purchaser
shall be entitled to obtain the return of the Deposit pursuant to Section 9.4
below.  If the Closing does not take
place and escrow or this Agreement is terminated for any other reason, Seller
shall be entitled to the Deposit by retaining or causing Escrow Agent to
deliver the Deposit to Seller pursuant to Section 9.4 below.


 


9.4          Disbursement of Deposit. 
If Escrow Agent receives a notice from either party instructing Escrow
Agent to deliver the Deposit to such party, Escrow Agent shall deliver a copy
of the notice to the other party within three (3) days after receipt of
the notice.  If the other party does not
object to the delivery of the Deposit as set forth in the notice within three (3) business
days after receipt of the copy of the notice, Escrow Agent shall, and is hereby
authorized to, deliver the Deposit to the party requesting it pursuant to the
notice.  Any objection hereunder shall be
by notice setting forth the nature and grounds for the objection and shall be
sent to Escrow Agent and to the party requesting the Deposit.


 


15

















 


9.5          No Effect on Rights of Parties; Survival. 
The return of documents and monies as set forth above shall not affect
the right of either party to seek such legal or equitable remedies as such
party may have under Article X with respect to the enforcement of
this Agreement.  The obligations under
this Article IX shall survive termination of this Agreement.


 


ARTICLE X


 


DEFAULT


 


10.1        Seller’s Remedies.  If, for any
reason whatsoever (other than the failure of a condition set forth in Section 3.1
and other than a termination of this Agreement pursuant to Section 5.7,
Section 10.2 or Article XII), Purchaser fails to
complete the acquisition as herein provided, Purchaser shall be in breach of
its obligations hereunder and Seller shall be released from any further
obligations hereunder.  BY INITIALING
BELOW, PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL
DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE
EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT
IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD
SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO
CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON
THE DATE OF THIS AGREEMENT.  PURCHASER
AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE
AND EXCLUSIVE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS
AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR
AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT,
RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO
SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF
THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT AND SELLER IS ENTITLED THERETO
UNDER THE TERMS HEREOF (EACH A “PURCHASER’S ACTION”),
SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1
FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM
ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR
RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER
OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT
SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND
EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET
FORTH HEREIN.  NOTHING IN THIS AGREEMENT
SHALL, HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR DAMAGES
OR INJUNCTIVE RELIEF FOR BREACH OF PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.11
ABOVE OR FOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 16.5
BELOW.


 


16

















 


ACCEPTED AND AGREED TO:


 


	
  /s/ REZ

  	
   

  	
  /s/ MA

  
	
  Seller

  	
   

  	
  Purchaser

  



 


10.2        Purchaser’s Remedies.  If the sale
is not completed as herein provided solely by reason of any material default of
Seller, Purchaser shall be entitled, as its sole and exclusive remedy, to
either (i) (a) terminate this Agreement (by delivering notice to
Seller which includes a waiver of any right, title or interest of Purchaser in
the Property) and (b) if Purchaser so elects, pursue an action at law for
recovery of Purchaser’s actual out-of-pocket third-party costs incurred as part
of Purchaser’s due diligence efforts and attorney’s fees incurred in connection
with the negotiation and preparation of this Agreement and representation of
Purchaser hereunder, up to but not to exceed $150,000, which action must be
commenced, if at all, within the sixty (60) day period following the occurrence
of such material default of Seller (the “Limitation Period”);
provided, however, that if, within the Limitation Period,  Purchaser gives Seller written notice of such a breach and
Seller commences to cure and thereafter terminates such cure effort, Purchaser
shall have an additional thirty (30) days from the date of such termination
within which to commence an action at law for third-party costs, as aforesaid,
as a consequence of Seller’s failure to cure or (ii) treat this
Agreement as being in full force and effect and pursue only the specific
performance of this Agreement, provided that Purchaser must commence any action
for specific performance within sixty (60) days after the scheduled Final
Closing Date.  Purchaser waives any right
to pursue any other remedy at law or equity for such default of Seller,
including, without limitation, any right to seek, claim or obtain damages  (other than for costs under
(i)(b) and (ii) above), punitive damages or consequential damages.  Except as set forth herein and in this
Agreement, in no case shall Seller ever be liable to Purchaser under any
statutory, common law, equitable or other theory of law, either prior to or
following the Closing, for any lost rents, profits, “benefit of the bargain,”
business opportunities or any form of consequential damage in connection with
any claim, liability, demand or cause of action in any way or manner relating
to the Property, the condition of the Property, this Agreement, or any
transaction or matter between the parties contemplated hereunder.  Purchaser’s remedies hereunder are in
addition to the right to receive the return of the Deposit, subject to Section 9.4,
to the extent it is not applied to the Purchase Price in connection with
Purchaser’s action for specific performance.


 


ARTICLE XI


 


REPRESENTATIONS AND
WARRANTIES


 


11.1        Seller’s Warranties and Representations. 
The matters set forth in this Section 11.1 constitute
representations and warranties by Seller which are now and (subject to matters
contained in any notice given pursuant to the next succeeding sentence) shall,
in all material respects, at the Closing be true and correct.  If Seller has actual knowledge that any of
the representations and warranties contained in this Article XI may
cease to be true, Seller shall give prompt notice to Purchaser (which notice
shall include copies of the instrument, correspondence, or document, if any,
upon which Seller’s notice is based).  As
set forth in Section 3.1.4 hereof, the obligation of Purchaser
to consummate this transaction shall be


 


17

















 


contingent upon the lack of any material variance with respect to the
truth and accuracy of all such representations and warranties to the extent of
Seller’s actual knowledge as of the date scheduled for Closing.  Otherwise, Purchaser shall have the right to
terminate this Agreement in accordance with Section 3.1.4
hereof.  As used in this Section 11.1, the phrase “to
the extent of Seller’s actual knowledge” shall mean the actual knowledge of
Shariff Pitts, the asset manager of Advisor responsible for the Property.  There shall be no duty imposed or implied to
investigate, inquire, inspect, or audit any such matters, and there shall be no
personal liability on the part of such asset manager.  To the extent Purchaser has or acquires
actual knowledge or is deemed to know prior to the expiration of the
Investigation Period that these representations and warranties are inaccurate,
untrue or incorrect in any way, such representations and warranties shall be
deemed modified to reflect Purchaser’s knowledge or deemed knowledge.  Purchaser shall be deemed to know a
representation or warranty is untrue, inaccurate or incorrect if this Agreement
or any files, documents, materials, analyses, studies, tests, or reports
disclosed or made available to Purchaser at the office of Seller’s property
manager prior to the expiration of the Investigation Period contains
information which is inconsistent with such representation or warranty.


 


11.1.1     No Broker. 
Seller has not engaged or dealt with any broker or finder in connection
with the sale contemplated by this Agreement, except CB Richard Ellis (the “Seller’s Broker”).  Seller shall pay a brokerage commissions to
the Seller’s Broker in accordance with a separate agreement.  Seller shall indemnify and hold harmless
Purchaser from any claims, costs, damages or liabilities (including attorneys’
fees) arising from any breach of the representation contained in this Section 11.1.1
or if the same shall be based on any statement, representation or agreement by
Seller with respect to the payment of any brokerage commissions or finder’s
fees.


 


11.1.2     Organization. 
Seller has been duly formed, validly exists and is in good standing in
the jurisdiction of its formation and in the state in which the Property is
located.


 


11.1.3     Power and Authority. 
Seller has the legal power, right and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.


 


11.1.4     Proceedings. Seller has not received any written
notice of any pending or threatened condemnation or similar proceeding
affecting any part of the Property.


 


11.1.5     Contravention. 
Seller is not prohibited from consummating the transactions contemplated
by this Agreement by any law, regulation, agreement, instrument, restriction,
order or judgment.


 


11.1.6     Service Contracts. 
The Service Contracts listed on Exhibit F comprise all of
the material service contracts which currently affect the Property as of the
date hereof.


 


11.1.7     Compliance. 
Seller has not received written notice from any governmental authority
that the Property is not in material compliance with all applicable laws,
including, but not limited to, the rules and regulations of the New Jersey
Counsel on Affordable Housing relating to affordable housing for low and
moderate income


 


18





















 


households which is applicable to 36 apartment units on the Property,
except for such failures to comply, if any, which have been remedied.


 


11.1.8     Employees. 
Seller has no employees on-site at the Property providing on-site
services to the Property and all such services are performed by Seller’s third
party manager of the Property.


 


11.1.9     Litigation.  To the extent
of Seller’s actual knowledge, there is no legal action, suit, proceeding or
claim affecting Seller or the Land, Improvements or Personal Property or any
portion thereof relating to or arising out of the ownership, operation, use or
occupancy of the Property being prosecuted in any court or by or before any
federal, state, county or municipal department, commission, board, bureau or
agency or other governmental instrumentality.


 


11.1.10  Special
Assessments.  Seller has received no written notice of any
pending improvement liens or special assessments to be made against the
Property by any governmental authority.


 


11.1.11  Leases. 
Based on information provided by Seller’s property manager and to Seller’s
actual knowledge, the Rent Roll lists all Leases affecting the Land and
Improvements other than those Leases entered into by Seller subsequent to the
Effective Date, and is the rent roll used in the ordinary course of business,
and is true and correct.


 


11.1.12  No
Contracts.  There are no options, contracts or other
obligations outstanding for the sale, exchange or transfer of the Property or
any portion thereof or the business operated thereon.


 


11.1.13  Environmental
Issues.  Seller has not received any
written notice of and has no actual knowledge that any governmental authority
or any employee or agent thereof has determined, or threatens to determine,
that there is a presence, release, threat of release, placement on or in the
Property, of any Pollutants. Seller has not entered into any agreements with
any governmental authority or agency (federal, state or local) or any tenant or
prior owner of the Property or any owner of any property located near the
Property, relating in any way to the presence, release, threat of release,
placement on or in the Property, or the generation, transportation, storage, treatment,
or disposal at the Property, of any Pollutants. 
For purposes hereof, “Pollutants” shall mean asbestos, PCB and
any substance that is defined or listed as a hazardous, toxic or dangerous
substance under any existing statute, including, without limitation, any
substance that is a “hazardous substance” under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, as the same be further amended,
petroleum, natural gas, natural gas liquids, liquefied natural gas, and
synthetic gas usable for fuel, and any materials regulated by New Jersey law.


 


11.1.14  PATRIOT
Act.


 


(1)           Seller
is in compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”)  and other similar


 


19

















 


requirements contained in the rules and regulations of the Office
of Foreign Assets Control, Department of the Treasury (“OFAC”)  and in any enabling legislation or other
Executive Orders or regulations in respect thereof (the Order and such other
rules, regulations, legislation, or orders are collectively called the “Orders”).  Further, Seller
covenants and agrees to make its policies, procedures and practices regarding
compliance with the Orders, if any, available to Purchaser for its review and
inspection during normal business hours and upon reasonable prior notice.


 


(2)           Neither
Seller nor any beneficial owner of Seller:


 


(a)           is
listed on the Specially Designated Nationals and Blocked Persons List
maintained by OFAC pursuant to the Order and/or on any other list of terrorists
or terrorist organizations maintained pursuant to any of the rules and
regulations of OFAC or pursuant to any other applicable Orders (such lists are
collectively referred to as the “Lists”);


 


(b)           is
a person or entity who has been determined by competent authority to be subject
to the prohibitions contained in the Orders; or


 


(c)           is
owned or controlled by, or acts for or on behalf of, any person or entity on
the Lists or any other person or entity who has been determined by competent
authority to be subject to the prohibitions contained in the Orders.


 


Notwithstanding anything
contained herein to the contrary, for the purposes of this provision, the
phrase “any beneficial owner of Seller” shall not include (x) any holder
of a direct or indirect interest in a publicly traded company whose shares are
listed and traded on a United States national stock exchange, or (y) any
limited partner, unit holder or shareholder owning an interest of five percent
(5%) or less in Seller or in the holder of any direct or indirect interest in
Seller.


 


11.2        Purchaser’s Warranties and Representations. 
The matters set forth in this Section 11.2 constitute
representations, warranties and covenants by Purchaser which are now and shall,
at the Closing, be true and correct.


 


11.2.1     No Broker. 
Except for Seller’s Broker, Purchaser has not engaged or dealt with any
broker or finder in connection with the sale contemplated by this
Agreement.  Purchaser shall indemnify and
hold harmless Seller and Advisor from any claims, costs, damages or liabilities
(including attorneys’ fees) arising from any breach of the representation
contained in this Section 11.2.1 or if the same shall be based on
any statement, representation or agreement by Purchaser with respect to the
payment of any brokerage commissions or finder’s fees.


 


11.2.2     Power and Authority. 
Purchaser has the legal power, right and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.


 


20

















 


11.2.3     Independent Investigation. 
The consummation of this transaction shall constitute Purchaser’s
acknowledgment that it has independently inspected and investigated the
Property and, together with the terms and conditions of this Agreement
including Seller’s representations and warranties under Section 11.1
hereof, has made and entered into this Agreement based upon such inspection and
investigation and its own examination of the condition of the Property.


 


11.2.4     Purchaser Reliance. 
Purchaser is experienced in and knowledgeable about the ownership and
management of real estate, and it has relied and will rely exclusively on its
own consultants, advisors, counsel, employees, agents, principals and/or
studies, investigations and/or inspections with respect to the Property, its
condition, value and potential. 
Purchaser agrees that, notwithstanding the fact that it has received
certain information from Seller or its agents or consultants, Purchaser has
relied solely upon and will continue to rely solely upon its own analysis and
will not rely on any information provided by Seller or its agents or
consultants, except as expressly set forth in Section 11.1.


 


11.2.5     ERISA. 
Purchaser represents, warrants and covenants that it is not using the
assets of any (i) “employee benefit plan” (within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) “plan” (within
the meaning of Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the “Code”)) or (iii) entity
whose underlying assets include “plan assets” by reason of a plan’s investment
in such entity, to fund its purchase of the Property under this Agreement.


 


11.2.6     PATRIOT Act.


 


(1)           Purchaser
is in compliance with the requirements of the Orders.  Further, Purchaser
covenants and agrees to make its policies, procedures and practices regarding
compliance with the Orders, if any, available to Seller for its review and
inspection during normal business hours and upon reasonable prior notice.


 


(2)           Neither
Purchaser nor any beneficial owner of Purchaser:


 


(a)           is
listed on the Lists;


 


(b)           is
a person or entity who has been determined by competent authority to be subject
to the prohibitions contained in the Orders; or


 


(c)           is
owned or controlled by, or acts for or on behalf of, any person or entity on
the Lists or any other person or entity who has been determined by competent
authority to be subject to the prohibitions contained in the Orders.


 


11.2.7     PATRIOT Act Notice. 
Purchaser hereby covenants and agrees that if Purchaser obtains
knowledge that Purchaser or any of its beneficial owners becomes listed on the
Lists or is indicted, arraigned, or custodially detained on charges involving


 


21

















 


money laundering or predicate crimes to money laundering, Purchaser
shall immediately notify Seller in writing, and in such event, Seller shall
have the right to terminate this Agreement without penalty or liability to
Purchaser immediately upon delivery of written notice thereof to Purchaser.


 


11.3        No Other Warranties and Representations. 
Except as specifically set forth in this Article XI, neither
Seller nor Advisor has made, makes or has authorized anyone to make, any
warranty or representation as to the Leases, the Service Contracts, any written
materials delivered to Purchaser, the persons preparing such materials, the
truth, accuracy or completeness of such materials, the present or future
physical condition, development potential, zoning, building or land use law or
compliance therewith, the operation, income generated by, or any other matter
or thing affecting or relating to the Property or any matter or thing
pertaining to this Agreement.  Purchaser
expressly acknowledges that no such warranty or representation has been made
and that Purchaser is not relying on any warranty or representation whatsoever
other than as is expressly set forth in this Article XI.  Purchaser shall accept the Property “as is”
and in its condition on the date of Closing subject only to the express
provisions of this Agreement and hereby acknowledges and agrees that EXCEPT AS SET FORTH IN SECTION 11.1 OF THIS AGREEMENT,  SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO, THE
PROPERTY.


 


11.3.1     No Environmental
Representations.  Except as set forth in Section 11.1.13
hereof, Seller makes no representations or warranties as to whether the
Property contains asbestos, radon or any hazardous materials or harmful or
toxic substances, or pertaining to the extent, location or nature of same, if
any.  Further, to the extent that Seller
has provided to Purchaser information from any inspection, engineering or
environmental reports concerning asbestos, radon or any hazardous materials or
harmful or toxic substances, Seller makes no representations or warranties with
respect to the accuracy or completeness, methodology of preparation or
otherwise concerning the contents of such reports.


 


11.3.2     Release of Claims. 
Subject to the express provisions hereof and except for the
representations and warranties under Sections 11.1.13 hereof, Purchaser
acknowledges and agrees that Seller makes no representation or warranty as to,
and Purchaser, for itself, its successors and assigns, hereby waives and
releases Seller from any present or future claims, at law or in equity, whether
known or unknown, foreseeable or otherwise, arising from or relating to the
presence or alleged presence of asbestos, radon or any hazardous materials or
harmful or toxic substances in, on, under or about the Property, including
without limitation any claims under or on account of (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as the same may have been or may be amended from time to time, and similar
state statutes, and any regulations promulgated thereunder, (ii) any
other federal, state or local law, ordinance, rule or regulation, now or
hereafter in effect, that deals with or otherwise in any manner relates to,
environmental matters of any kind, (iii) this Agreement, or (iv) the


 


22

















 


common law.  Purchaser hereby
specifically acknowledges that Purchaser has carefully reviewed this Section 11.3.2
and has discussed its import with legal counsel and that the provisions of this
Section 11.3.2 are a material part of this Agreement.


 


This Section 11.3.2
shall survive the Closing forever.


 


ARTICLE XII


 


CASUALTY AND CONDEMNATION


 


Promptly upon learning
thereof, Seller shall give Purchaser written notice of any condemnation, damage
or destruction of the Property occurring prior to the Closing.  If prior to the Closing any portion of the
Property is condemned such that there is a material and adverse effect on use
of the Property, or is materially damaged or destroyed by an insured casualty,
Purchaser shall have the option of either (i) applying the proceeds
of any condemnation award or payment under any insurance policies (other than
business interruption or rental loss insurance applicable to the period prior
to Closing) toward the payment of the Purchase Price to the extent such
condemnation awards or insurance payments have been received by Seller,
receiving from Seller an amount equal to any applicable deductible under any
such insurance policy and receiving an assignment from Seller of Seller’s
right, title and interest in any such awards or payments not theretofore
received by Seller (including business interruption or rental loss insurance of
Seller which would be applicable to any period subsequent to Closing), or (ii) terminating
this Agreement by delivering written notice of such termination to Seller and
Escrow Agent within ten (10) days after Purchaser has received written
notice from Seller of such condemnation or material damage or destruction.  If, prior to the Closing, a portion of the
Property is damaged or destroyed and such portion is not a material portion of
the Property, the proceeds of any condemnation award or payment and any
applicable deductible under any insurance policies shall be applied toward the
payment of the Purchase Price to the extent such condemnation awards or
insurance payments have been received by Seller and Seller shall assign to
Purchaser all of Seller’s right, title and interest in any unpaid awards or
payments.  With respect to option (i) described
above and the preceding sentence as it relates to the requirement of Seller to
assign to Purchaser the right to receive insurance awards and payments to be
due Seller, Seller agrees that in the event that Seller’s insurance carrier(s) do
not permit assignment thereof Seller agrees to request from the insurance
carrier(s) a “policy endorsement” whereby Purchaser shall be added as a “loss
payee” under the Purchaser’s policies effective as of the Closing Date.  For purposes of this Article XII,
in defining a casualty, the terms “Material” and “Materially” shall mean damage
valued at greater than $1,000,000.  If
the damage or destruction arises out of an uninsured risk, Seller shall elect,
by written notice within ten (10) days of the occurrence of such damage or
destruction either to terminate this Agreement or to close the transaction
contemplated hereby with a reduction of the Purchase Price equal to the costs
of repairing the Property, as reasonably estimated by an engineer engaged by
Seller and reasonably acceptable to Purchaser.


 


23

















 


ARTICLE XIII


 


CONDUCT PRIOR TO CLOSING


 


13.1        Conduct. 
From and after the date hereof and through Closing, Seller covenants and
agrees to operate the Property as follows:


 


13.1.1      Seller will cause the
Property to be maintained and operated in a good and workmanlike manner in
accordance with the manner as is being conducted by Seller at the time of
execution hereof, and will keep the Improvements and Personal Property in good
order and operating condition (reasonable wear and tear and casualty accepted),
causing all necessary repairs, renewals and replacements to be promptly made.
Seller will not knowingly use or occupy the Property in a manner that
constitutes waste or a public or private nuisance or that makes void, voidable
or cancelable, or increases the premium of, any insurance then in force with
respect thereto. Seller will not do any act whereby the value of any part of
the Property may be materially lessened.


 


13.1.2      Seller will advise
Purchaser promptly of any change in any applicable laws, regulations,
restrictions, rulings, or orders that might affect the value or use of the
Property by Purchaser of which Seller obtains written notice after the
Effective Date. Seller will also advise Purchaser promptly of any litigation,
arbitration or administrative hearing concerning or affecting the Property of
which Seller obtains written notice after the Effective Date.


 


13.1.3      Without obtaining
Purchaser’s prior consent, which consent will not be unreasonably withheld,
Seller will enter into no lease with respect to any portion of the Property
unless such lease is on a standard form customarily utilized at the Property and
is in conformity with the Seller’s Lease Guidelines; which are attached hereto
as Exhibit L.


 


13.1.4      Subject to the
prorations prescribed herein, Seller will cause to be paid all trade accounts,
costs and expenses of operation and maintenance of the Property incurred and
accruing or due prior to Closing.


 


13.1.5      Seller will not
knowingly take any action, which action would have the effect of materially
violating any of the Representations and Warranties of Seller set forth in Section 11.1
of the Agreement.


 


13.1.6      Seller will not,
without the prior written consent of Purchaser, remove any equipment forming a
part of the Property except such as is replaced by Seller by an article of
substantially equal suitability and value, free and clear of any lien or security
interest.


 


13.1.7      Intentionally Omitted


 


13.1.8      Seller will not,
without Purchaser’s prior written consent, enter into any contracts of a
continuing nature (or any optional renewal of Service Contracts) for


 


24
















 


services,
supplies, or materials affecting the Property that cannot be canceled on thirty
(30) days’ notice.


 


13.1.9      If
any apartment unit is vacated more than five (5) business days prior to
Closing, then prior to Closing Seller shall return such unit to rentable
condition in accordance with Seller’s customary cleaning, painting, and repair
standards for vacant units (the condition of such an apartment unit after
cleaning is referred to herein as a “Rent Ready Condition”);
provided if Seller fails to return any such vacated unit to a Rent Ready
Condition prior to Closing, or a unit is vacated within five (5) business
days of Closing and Seller fails to return such unit to rent ready condition by
Closing, then at Closing Seller shall credit Purchaser an amount equal to the
reasonably estimated cost to return such unit to a Rent Ready Condition, up to,
but not to exceed, $500.


 


13.1.10 
Seller shall maintain its website and related material though the
Closing, except that upon Closing, Seller shall remove all references to the
Seller as Owner and its property management company, as well as any internet
lease concessions.


 


13.2        Actions Prohibited.  Seller shall
not, without the prior written approval of Purchaser:


 


(i)            make any material structural
alterations or additions to the Property except as (a) in the ordinary
course of operating the Property, (b) required for maintenance and repair,
(c) required by any of the Leases or the Service Contracts or (d) required
by this Agreement;


 


(ii)           sell, transfer, encumber or change
the status of title of all or any portion of the Property;


 


(iii)          change or attempt to change, directly
or indirectly, the current zoning of the Real Property in a manner materially
adverse to it; or


 


(iv)          cancel, amend or modify, in a manner materially
adverse to the Property, any license or permit held by Seller with respect to
the Property or any part thereof which would be binding upon Purchaser after
the Closing.


 


13.3        Modification of Existing Leases and Service Contracts. 
Prior to the expiration of the Investigation Period, Seller may cancel,
amend and modify any of the Leases and any of the Contracts, provided
such action is in the ordinary course of business and notice is given to
Purchaser within five (5) business days after such action and in any event
at least two (2) business days prior to the expiration of the
Investigation Period.  After the
expiration of the Investigation Period, Seller may not cancel, amend, or modify
any material Service Contracts (except those Purchaser has elected to terminate
under Section 5.6) or Leases, in a manner binding upon Purchaser after the
Closing, unless such action is in the ordinary course of business, the Service
Contract is cancelable on thirty (30) days or less notice without penalty or
premium, and unless Seller obtains prior written consent thereof from
Purchaser, which consent shall not be unreasonably withheld.


 


25

















 


13.4        New Leases and Contracts. 
Prior to the expiration of the Investigation Period (and up and until
the Closing Date with respect to new leases), Seller may enter into any new
lease or service contract affecting the Property, or any part thereof, provided
such new lease is in conformity with Seller’s Lease Guidelines or otherwise
consented to in writing by Purchaser and, with respect to service contracts,
notice is given to Purchaser within five (5) business days after such
action and in any event at least two (2) business days prior to the
expiration of the Investigation Period and the service contract is cancelable
on thirty (30) days notice, or less without penalty or premium.  After the expiration of the Investigation
Period, Seller may not enter into any service contract without Purchaser’s
consent, which consent will not be unreasonably withheld or delayed.  Notwithstanding the preceding sentence, after
the expiration of the Investigation Period, Seller may enter into any new
service contracts without Purchaser’s consent if doing so is in the ordinary
course of operating the Property and the contract (i) will not be
binding on Purchaser after Closing unless Purchaser elects prior to Closing to
assume such service contract or (ii) is cancelable on thirty (30)
days or less notice without penalty or premium.


 


If Seller shall request
Purchaser’s approval to any of the foregoing matters, Purchaser shall have five
(5) days from its receipt of such request to give Seller notice of its
approval or disapproval of such matter. 
If Purchaser does not give such notice, such matter shall be deemed
approved by Purchaser.


 


13.5        Right to Cure.  If any title
defect or other matter which would entitle Purchaser to terminate this
Agreement shall first arise after Purchaser notifies Seller of its Title
Objections pursuant to Section 5.3 and prior to the Closing or if
Seller shall have breached any representation or warranty hereunder, Seller may
elect, by written notice to Purchaser, to cure such title defect or other
matter by causing it to be removed, insured over or bonded to cure such breach
and Seller may adjourn the Closing for up to thirty (30) days to do so.  Nothing contained in this Section 13.5
shall require Seller to cure any such title defect or other matter or to incur
any liability or expense to do so.


 


ARTICLE XIV


 


NOTICES


 


All notices, demands or
other communications given hereunder shall be in writing and shall be deemed to
have been duly delivered (i) upon the delivery (or refusal to
accept delivery) by messenger or overnight express delivery service (or, if
such date is not on a business day, on the business day next following such
date), or (ii) on the third (3rd) business day next following the
date of its mailing by certified mail, postage prepaid, at a post office
maintained by the United States Postal Service, or (iii) upon the
receipt by facsimile transmission as evidenced by a receipt transmission report
(followed by next day delivery by one of the other means identified in (i)-(ii)),
addressed as follows:


 


26

















 


If to Purchaser, to:


 


Behringer Harvard
Multifamily OP I LP


Attn: Mark T. Alfieri,
Senior Vice President


15601 Dallas Parkway,
#600


Addison, Texas 75001


Facsimile:  (214) 655-1610


 


with a copy to:


 


Robert L. Abbott, P.C.


Attn:  Robert L. Abbott


2828 Routh Street, Suite 500


Dallas, Texas 75201


Facsimile:  (214) 848-9823


 


If to Seller, to:


 


SAF Burroughs Mill LLC


c/o BlackRock Realty
Advisors, Inc.


50 California Street — Suite 200


San Francisco, California
94111


Attention: Theodore P.
Koros, Managing Director


Facsimile: (415) 835-0962


 


with a copy to:


 


c/o BlackRock Realty
Advisors, Inc.


300 Campus Drive, 3rd Floor,


Florham Park, New Jersey
07932


Attention: Mario
Mirabelli, Director


Facsimile: (646) 521-4990


 


and


 


Goodwin Procter LLP


Exchange Place


Boston, Massachusetts
02109


Attention:  Lawrence R. Cahill, Esq.


Facsimile:  (617) 227-8591


 


27

















 


If to Escrow
Agent, to:


 


Partners Title Company


712 Main Street, Suite 2000E


Houston, Texas 77002-3218


Attention:  Reno
Hartfiel, Executive VP/General Counsel


Facsimile: (713) 238-9199


 


Any party may, by
notice given as aforesaid, change the address or addresses, or designate an
additional address or additional addresses, for its notices, provided, however,
that no notice of a change of address shall be effective until actual receipt
of such notice.


 


ARTICLE XV


 


TRANSFER OF POSSESSION


 


15.1        Transfer of Possession.  Possession of
the Property shall be transferred to Purchaser at the time of Closing subject
to the Permitted Exceptions.


 


15.2        Delivery of Documents at Closing. 
At the time of Closing, Seller shall deliver to Purchaser originals or
copies of any additional documents, instruments or records in the possession of
Seller or its agents which are necessary for the ownership and operation of the
Property.


 


ARTICLE XVI


 


GENERAL PROVISIONS


 


16.1        Captions.  Captions in
this Agreement are inserted for convenience of reference only and do not
define, describe or limit the scope or the intent of this Agreement or any of
the terms hereof.


 


16.2        Exhibits.  All exhibits
referred to herein and attached hereto are a part hereof.


 


16.3        Entire Agreement.  This
Agreement contains the entire agreement between the parties relating to the
transaction contemplated hereby and all prior or contemporaneous agreements,
understandings, representations and statements, oral or written, are merged
herein.


 


16.4        Modification.  No
modification, waiver, amendment, discharge or change of this Agreement shall be
valid unless the same is in writing and signed by the party against which the
enforcement of such modification, waiver, amendment, discharge or change is or
may be sought.


 


16.5        Attorneys’ Fees.  Should any
party hereto employ an attorney for the purpose of enforcing or construing this
Agreement, or any judgment based on this Agreement, in any legal proceeding
whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief
or other litigation, the prevailing party shall be entitled to receive from the
other party or parties thereto 


 


28

















 


reimbursement for
all reasonable attorneys’ fees and all costs, whether incurred at the trial or
appellate level, including but not limited to service of process, filing fees,
court and court reporter costs, investigative costs, expert witness fees and
the cost of any bonds, whether taxable or not, and such reimbursement shall be
included in any judgment, decree or final order issued in that proceeding.  The “prevailing party” means the party in
whose favor a judgment, decree, or final order is rendered.


 


16.6        Governing Law.  This
Agreement shall be construed and enforced in accordance with the laws of the
State in which the Property is located.


 


16.7        Time of Essence.  Time is of
the essence to this Agreement and to all dates and time periods set forth
herein.


 


16.8        Survival of Warranties.  Only those
warranties and representations contained in Sections 11.1 and 11.2
and the provisions of Section 11.3 shall survive the Closing, the
delivery of the Deed and the payment of the Purchase Price, provided
that (i) such representations and warranties (but not such
provisions) shall cease and terminate nine (9) months after the date of
Closing, except in respect of any representation or warranty as to which
Purchaser or Seller, as the case may be, shall have commenced, on or before
such nine (9) month anniversary, a legal proceeding based on the breach
thereof as of the date of Closing, and then only for so long as such proceeding
shall continue and limited to the breach therein claimed, (ii) Seller
shall have no liability to Purchaser with respect thereto unless and until the
damages suffered by Purchaser as a result thereof shall equal or exceed $25,000
in the aggregate, and (iii) the maximum total liability for which
Seller shall be responsible with respect to all representations and warranties
shall not exceed the Maximum Liability Cap in the aggregate.  Unless otherwise expressly herein stated to
survive, all other representations, covenants, indemnities, conditions and
agreements contained herein shall merge into and be superseded by the various
documents executed and delivered at Closing and shall not survive the
Closing.  Seller shall have no liability
to Purchaser after Closing for any matter disclosed by Seller pursuant to the
terms of this Agreement or disclosed to Purchaser prior to Closing.


 


16.9        Assignment by Purchaser.  Purchaser may
not assign its rights under this Agreement.  Notwithstanding the
foregoing, Purchaser may upon written notice to Seller assign its rights under
this Agreement to (a) any affiliate or direct or indirect subsidiary of
Purchaser, or (b) any entity in which Purchaser, or the principals
thereof, have control as defined herein, provided that in each
instance’ Purchaser remains liable for Purchasers obligations hereunder.  For purposes of this Section 16.9,
an “affiliate” means (i) any entity that controls, is controlled by, or is
under common control, with the entity in question, or (ii) any investment
program or any of its affiliates, or direct or indirect subsidiaries, sponsored
by Behringer Harvard Holdings, LLC.  The term “control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, whether through the
ownership of voting securities or otherwise


 


16.10      Severability.  If any term,
covenant, condition, provision or agreement herein contained is held to be
invalid, void or otherwise unenforceable by any court of competent
jurisdiction, the fact that such term, covenant, condition, provision or
agreement is invalid, void 


 


29

















 


or otherwise
unenforceable shall in no way affect the validity or enforceability of any
other term, covenant, condition, provision or agreement herein contained.


 


16.11      Successors and Assigns.  All terms of
this Agreement shall be binding upon, inure to the benefit of and be
enforceable by, the parties hereto and their respective legal representatives,
successors and assigns (subject to Section 16.9).


 


16.12      Interpretation.  Seller and
Purchaser acknowledge each to the other that both they and their counsel have
reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any amendments or exhibits hereto.


 


16.13      Counterparts.  This
Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed an original; such counterparts shall together
constitute but one agreement.


 


16.14      Recordation.  This
Agreement may not be recorded and any attempt to do so shall be of no effect
whatsoever.


 


16.15      Limitation on Liability.  In any action
brought to enforce the obligations of Seller under this Agreement or any other
document delivered in connection herewith, the judgment or decree shall be
subject to the provisions of Section 16.8 and shall, otherwise in
any event, be enforceable against Seller only up to an amount not to exceed
2.5% of the Purchase Price (“Maximum Liability Cap”).  In connection with this Agreement, Advisor is
acting as the investment adviser to Seller and shall not have any individual
liability hereunder.  No shareholder,
officer, employee or agent of or consultant to Advisor or of or to Seller shall
be held to any personal liability hereunder, and no resort shall be had to
their property or assets, or the property or assets of Advisor for the
satisfaction of any claims hereunder or in connection with the affairs of
Advisor.  Furthermore, Seller’s liability
under this Agreement is explicitly limited to Seller’s interest in the
Property, including any proceeds thereof. 
Purchaser shall have no recourse against any other property or assets of
Seller, if any, any assets of Advisor, or to any of the past, present or
future, direct or indirect, shareholders, partners, members, managers,
principals, directors, officers, agents, incorporators, affiliates or
representatives of Seller or the Advisor (collectively, “Seller
Parties”) or of any of the assets or property of any of the
Seller Parties for the payment or collection of any amount, judgment, judicial
process, arbitral award, fee or cost or for any other obligation or claim
arising out of or based upon this Agreement and requiring the payment of money
by Seller.  Except as otherwise expressly
set forth in this Agreement, neither Seller nor any Seller Party shall be
subject to levy, lien, execution, attachment or other enforcement procedure for
the satisfaction of any of Purchaser’s rights or remedies under or with respect
to this Agreement, at law, in equity or otherwise.  Purchaser shall not seek enforcement of any
judgment, award, right or remedy against any property or asset of Seller or any
Seller Parties other than Seller’s interest in the Property or any proceeds
thereof.  The provisions of this Section shall
survive the termination of this Agreement.


 


16.16      Possession of Advisor.  As used in
this Agreement, the “possession” or “receipt” of a document, notice or similar
writing by Seller shall be deemed to be only the possession, receipt or notice
of such document by Advisor.


 


30

















 


16.17      Business Day.  As used in
this Agreement, “business day” shall be deemed to be any day other than a day
on which banks in the state of New Jersey shall be permitted or required to
close.


 


16.18      Waiver of Jury Trial.  PURCHASER AND
SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT
OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING
WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO
ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BY
PURCHASER AT CLOSING, AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS
AGREEMENT.  Each party hereby authorizes
and empowers the other to file this Section 16.18 and this
Agreement with the clerk or judge of any court of competent jurisdiction as a
written consent to waiver of jury trial.


 


ARTICLE XVII


 


ESCROW AGENT DUTIES AND
DISPUTES


 


17.1        Other Duties of Escrow Agent. 
Escrow Agent shall not be bound in any way by any other agreement or
contract between Seller and Purchaser, whether or not Escrow Agent has
knowledge thereof.  Escrow Agent’s only
duties and responsibilities with respect to the Deposit shall be to hold the
Deposit and other documents delivered to it as agent and to dispose of the
Deposit and such documents in accordance with the terms of this Agreement.  Without limiting the generality of the foregoing,
Escrow Agent shall have no responsibility to protect the Deposit and shall not
be responsible for any failure to demand, collect or enforce any obligation
with respect to the Deposit or for any diminution in value of the Deposit from
any cause, other than Escrow Agent’s gross negligence or willful
misconduct.  In the event of any dispute
hereunder, Escrow Agent may, at the expense of Seller and Purchaser, consult
with counsel and accountants in connection with its duties under this
Agreement.  Escrow Agent shall not be
liable to the parties hereto for any act taken, suffered or permitted by it in
good faith in accordance with the advice of counsel and accountants.  Escrow Agent shall not be obligated to take
any action hereunder that may, in its reasonable judgment, result in any
liability to it unless Escrow Agent shall have been furnished with reasonable
indemnity satisfactory in amount, form and substance to Escrow Agent.


 


17.2        Disputes.  Escrow Agent
is acting as a stakeholder only with respect to the Deposit.  If there is any dispute as to whether Escrow
Agent is obligated to deliver the Deposit or as to whom the Deposit is to be
delivered, Escrow Agent shall not make any delivery, but shall hold the Deposit
until receipt by Escrow Agent of an authorization in writing, signed by all the
parties having an interest in the dispute, directing the disposition of the
Deposit, or, in the


 


31

















 


absence of
authorization, Escrow Agent shall hold the Deposit until the final
determination of the rights of the parties in an appropriate proceeding.  Escrow Agent shall have no responsibility to
determine the authenticity or validity of any notice, instruction, instrument,
document or other item delivered to it, and it shall be fully protected in
acting in accordance with any written notice, direction or instruction given to
it under this Agreement and believed by it to be authentic.  If written authorization is not given, or
proceedings for a determination are not begun, within thirty (30) days after
the date scheduled for the closing of title and diligently continued, Escrow
Agent may, but is not required to, bring an appropriate action or proceeding
for leave to deposit the Deposit with a court of the State of New Jersey
pending a determination.  Escrow Agent
shall be reimbursed for all costs and expenses of any action or proceeding,
including, without limitation, attorneys’ fees and disbursements incurred in
its capacity as Escrow Agent, by the party determined not to be entitled to the
Deposit.  Upon making delivery of the
Deposit in the manner provided in this Agreement, Escrow Agent shall have no
further liability hereunder.  In no event
shall Escrow Agent be under any duty to institute, defend or participate in any
proceeding that may arise between Seller and Purchaser in connection with the
Deposit.


 


17.3        Reports.  Escrow Agent
shall be responsible for the timely filing of any reports or returns required
pursuant to the provisions of Section 6045(e) of the Internal Revenue
Code of 1986 (and any similar reports or returns required under any state or
local laws) in connection with the closing of the transaction contemplated by
this Agreement.


 


[Remainder of Page Intentionally
Left Blank]


 


32

















 


IN WITNESS WHEREOF, this Agreement has been executed as of
the date first set forth above.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  SAF BURROUGHS MILL LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BlackRock Strategic
  Apartment Fund LP, a Delaware limited partnership, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BlackRock Strategic
  Apartment Fund, LLC, a Delaware limited liability company, its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  BlackRock Strategic
  Apartment Fund, Inc., a Maryland [corporation], its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Zuzack

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Ronald E. Zuzack

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


33

















 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD MULTIFAMILY
  OP I LP, a
  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BHMF, Inc., a
  Delaware corporation, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark T. Alfieri

  
	
   

  	
   

  	
   

  	
  Mark T. Alfieri

  
	
   

  	
   

  	
   

  	
  Chief Operating Officer

  



 


34

















 


CONSENT
AND AGREEMENT OF ESCROW AGENT


 


The undersigned Escrow
Agent hereby agrees to (i) accept the foregoing Agreement, (ii) be
escrow agent under said Agreement, and (iii) be bound by said
Agreement in the performance of its duties as escrow agent.


 


	
   

  	
  PARTNERS TITLE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Reno Hartfiel

  
	
   

  	
   

  	
  Reno Hartfiel

  
	
   

  	
   

  	
  Executive Vice
  President and General Counsel

  



 


1