PURCHASE AND SALE CONTRACT



Exhibit 10.6

 

 

 

 

 

PURCHASE AND SALE
CONTRACT

 

 

 

BETWEEN

 

 

 

HCW PENSION REAL ESTATE FUND
LIMITED PARTNERSHIP,

a Massachusetts limited
partnership

 

 

 

AS SELLER

 

 

 

 

 

 

AND

 

 

 

 

CH 18, LLC,

a Delaware limited liability
company

 

 

 

AS PURCHASER

 

 

 

 

 

LEWIS PARK
APARTMENTS

 




	
    
Article I
	
DEFINED
TERMS
	
1

	
    
Article II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
 
	
2.1
	
Purchase
and Sale
	
1

	
 
	
2.2
	
Purchase
Price and Deposit
	
1

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
    
Article III
	
FEASIBILITY
PERIOD
	
3

	
 
	
3.1
	
Feasibility
Period
	
3

	
 
	
3.2
	
Expiration
of Feasibility Period
	
3

	
 
	
3.3
	
Conduct
of Investigation
	
3

	
 
	
3.4
	
Purchaser
Indemnification
	
3

	
 
	
3.5
	
Property
Materials
	
4

	
 
	
3.6
	
Property
Contracts
	
5

	
    
Article IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
7

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Existing
Deed of Trust and Mechanic’s Liens
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
7

	
 
	
4.7
	
Purchaser
Financing
	
8

	
    
Article V
	
CLOSING
	
11

	
 
	
5.1
	
Closing
Date
	
11

	
 
	
5.2
	
Seller
Closing Deliveries
	
12

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
13

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
13

	
 
	
5.5
	
Post
Closing Adjustments
	
16

	
    
Article VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND PURCHASER
	
 

17

	
 
	
6.1
	
Seller's
Representations
	
17

	
 
	
6.2
	
AS-IS
	
18

	
 
	
6.3
	
Survival
of Seller's Representations
	
19

	
 
	
6.4
	
Definition
of Seller's Knowledge
	
19

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
19

	
    
Article VII
	
OPERATION
OF THE PROPERTY
	
20

	
 
	
7.1
	
Leases
and Property Contracts
	
20

	
 
	
7.2
	
General
Operation of Property
	
21

	
 
	
7.3
	
Liens
	
21

	
    
Article VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
22

	
 
	
8.1
	
Purchaser's
Conditions to Closing
	
22

	
 
	
8.2
	
Seller's
Conditions to Closing
	
22

	
    
Article IX
	
BROKERAGE
	
23

	
 
	
9.1
	
Indemnity
	
23

	
 
	
9.2
	
Broker
Commission
	
23

	
    
Article X
	
DEFAULTS
AND REMEDIES
	
24

	
 
	
10.1
	
Purchaser
Default
	
24

	
 
	
10.2
	
Seller
Default
	
24

	
    
Article XI
	
RISK
OF LOSS OR CASUALTY
	
25

	
 
	
11.1
	
Major
Damage
	
25

	
 
	
11.2
	
Minor
Damage
	
25

	
 
	
11.3
	
Closing
	
26

	
 
	
11.4
	
Repairs
	
26

	
    
Article XII
	
EMINENT
DOMAIN
	
26

	
 
	
12.1
	
Eminent
Domain
	
26

	
    
Article XIII
	
MISCELLANEOUS
	
26

	
 
	
13.1
	
Binding
Effect of Contract
	
26

	
 
	
13.2
	
Exhibits
and Schedules
	
27

	
 
	
13.3
	
Assignability
	
27

	
 
	
13.4
	
Captions
	
27

	
 
	
13.5
	
Number
and Gender of Words
	
27

	
 
	
13.6
	
Notices
	
27

	
 
	
13.7
	
Governing
Law and Venue
	
29

	
 
	
13.8
	
Entire
Agreement
	
29

	
 
	
13.9
	
Amendments
	
29

	
 
	
13.10
	
Severability
	
29

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
30

	
 
	
13.12
	
Construction
	
30

	
 
	
13.13
	
Confidentiality
	
30

	
 
	
13.14
	
Time
of the Essence
	
30

	
 
	
13.15
	
Waiver
	
30

	
 
	
13.16
	
Attorneys'
Fees
	
30

	
 
	
13.17
	
Time
Zone/Time Periods
	
30

	
 
	
13.18
	
1031
Exchange
	
31

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors
	
31

	
 
	
13.20
	
ADA
Disclosure
	
31

	
 
	
13.21
	
No
Recording
	
31

	
 
	
13.22
	
Relationship
of Parties
	
32

	
 
	
13.23
	
AIMCO
Marks
	
32

	
 
	
13.24
	
Non-Solicitation
of Employees
	
32

	
 
	
13.25
	
Survival
	
32

	
 
	
13.26
	
Multiple
Purchasers
	
32

	
 
	
13.27
	
WAIVER
OF JURY TRIAL
	
32

	
    
Article XIV
	
LEAD–BASED
PAINT DISCLOSURE
	
32

	
 
	
14.1
	
Disclosure
	
32

	
 
	
14.2
	
Consent
Agreement
	
33

					



EXHIBITS AND SCHEDULES

 

EXHIBITS

 

Exhibit
A          Legal Description

Exhibit
B          Form of Special Warranty
Deed

Exhibit
C          Form of Bill of Sale

Exhibit
D          Form of General
Assignment and Assumption

Exhibit
E           Form of Assignment
and Assumption of Leases and Security Deposits

Exhibit
F           Form of Notice to
Vendor regarding Termination of Contract

Exhibit
G          Form of Tenant
Notification

Exhibit
H          Form of Lead Paint
Disclosure

Exhibit
I            Form of Bulk
Sales Indemnity

 

 

SCHEDULES

 

Schedule
1       Defined Terms

 




PURCHASE AND SALE CONTRACT

 

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 26th day of January, 2011 (the “Effective
Date”), by and between HCW
Pension Real Estate Fund Limited Partnership, a Massachusetts limited
partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100,
Denver, Colorado 80237 (“Seller”), and CH 18, LLC, a Delaware
limited liability company, having a principal address at 145 Madison Ave.,
6th Floor, New York, New York  10016
(“Purchaser”).

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

RECITALS

 

A.       
Seller owns the real estate located in Jackson County, Illinois, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as LEWIS PARK
APARTMENTS.

B.        
Purchaser desires to purchase, and Seller desires to sell, such land,
improvements and certain associated property, on the terms and conditions set
forth below.

Article I
DEFINED
TERMS

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

Article
II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1             
Purchase and Sale.  Seller agrees to
sell and convey the Property to Purchaser and Purchaser agrees to purchase the
Property from Seller, all in accordance with the terms and conditions set forth
in this Contract.

2.2             
Purchase Price and Deposit.  The total purchase price
(“Purchase Price”) for the Property shall be an amount equal to
$9,400,000.00, payable by Purchaser, as follows:

2.2.1       
Within 2 Business Days following the Effective Date, Purchaser shall
deliver to First American Title Insurance Company, 633 Third Avenue, 16th Floor,
New York, New York 10017, Attention: Terry L. Outz, Telephone (212) 850-0665,
Facsimile (212) 331-1485, E-mail teoutz@firstam.com (“Escrow
Agent” or “Title Insurer”) an initial deposit (the
“Initial Deposit”) of $250,000.00 by wire transfer of immediately
available funds (“Good Funds”).  

2.2.2       
On or before the day that the Feasibility Period expires, Purchaser shall
deliver to Escrow Agent an additional deposit (the "Additional
Deposit") of $50,000.00 by wire transfer of Good Funds.

2.2.3       
The balance of the Purchase Price for the Property shall be paid to and
received by Escrow Agent by wire transfer of Good Funds no later than 10:00 a.m.
on the Closing Date.

2.3             
Escrow Provisions Regarding Deposit.

2.3.1       
Escrow Agent shall hold the Deposit and make delivery of the Deposit to
the party entitled thereto under the terms of this Contract.  Escrow Agent
shall invest the Deposit in an FDIC-insured, interest-bearing bank account or
FDIC-insured money market fund reasonably approved by Purchaser and Seller, and
all interest and income thereon shall become part of the Deposit and shall be
remitted to the party entitled to the Deposit pursuant to this Contract.

2.3.2       
Escrow Agent shall hold and apply the Deposit in strict accordance with
the terms of this Contract.  The tax identification numbers of the parties
shall be furnished to Escrow Agent upon request.

2.3.3       
Except for the return of the Deposit to Purchaser as a result of
Purchaser exercising its termination right under Section 3.2 below (in which
event Escrow Agent shall promptly release the Deposit to Purchaser on demand),
if prior to the Closing Date either party makes a written demand upon Escrow
Agent for payment of the Deposit, Escrow Agent shall give written notice to the
other party of such demand.  If Escrow Agent does not receive a written
objection from the other party to the proposed payment within 5 Business Days
after the giving of such notice, Escrow Agent is hereby authorized to make such
payment.  If Escrow Agent does receive such written objection within such
5-Business Day period, Escrow Agent shall continue to hold such amount until
otherwise directed by written instructions from the parties to this Contract or
a final judgment or arbitrator's decision.  However, Escrow Agent shall
have the right at any time to deliver the Deposit and interest thereon, if any,
with a court of competent jurisdiction in the state in which the Property is
located.  Escrow Agent shall give written notice of such deposit to Seller
and Purchaser.  Upon such deposit, Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder.  Any
return of the Deposit to Purchaser provided for in this Contract shall be
subject to Purchaser’s obligations set forth in Section 3.5.2.

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

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

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

Article
III
FEASIBILITY PERIOD

3.1             
Feasibility Period.  Subject to the terms of
Sections 3.3 and 3.4 and the rights of Tenants under the
Leases, from the Effective Date to and including the date which is 30 days after
the Effective Date (the “Feasibility Period”), Purchaser, and its
agents, contractors, engineers, surveyors, attorneys, and employees
(collectively, “Consultants”) shall, at no cost or expense to
Seller, have the right from time to time to enter onto the Property to conduct
and make any and all customary studies, tests, examinations, inquiries,
inspections and investigations  of or concerning the Property, review the
Materials and otherwise confirm any and all matters which Purchaser may
reasonably desire to confirm with respect to the Property and Purchaser’s
intended use thereof (collectively, the “Inspections”).

3.2             
Expiration of Feasibility Period.  If any of the
matters in Section 3.1 or any
title or survey matters are unsatisfactory to Purchaser for any reason, or for
no reason whatsoever, in Purchaser's sole and absolute discretion, then
Purchaser shall have the right to terminate this Contract by giving written
notice to that effect to Seller and Escrow Agent no later than 5:00 p.m. on or
before the date of expiration of the Feasibility Period.  If Purchaser
provides such notice, this Contract shall terminate and be of no further force
and effect subject to and except for the Survival Provisions, and Escrow Agent
shall return the Deposit to Purchaser.  If Purchaser fails to provide
Seller with written notice of termination prior to the expiration of the
Feasibility Period, Purchaser's right to terminate under this Section 3.2 shall be permanently waived and this
Contract shall remain in full force and effect, the Deposit shall be
non-refundable except as otherwise expressly set forth in this Contract, and
Purchaser's obligation to purchase the Property shall be conditional only as
provided in Section 8.1.

3.3             
Conduct of Investigation.  Purchaser shall not permit
any mechanics' or materialmen's liens or any other liens to attach to the
Property by reason of the performance of any work or the purchase of any
materials by Purchaser or any other party in connection with any Inspections
conducted by or for Purchaser.  Purchaser shall give reasonable advance
notice to Seller prior to any entry onto the Property and shall permit Seller to
have a representative present during all Inspections conducted at the
Property.  Purchaser shall take all reasonable actions and implement all
protections necessary to ensure that all actions taken in connection with the
Inspections, and all equipment, materials and substances generated, used or
brought onto the Property pose no material threat to the safety of persons,
property or the environment.  

3.4             
Purchaser Indemnification.

3.4.1       
Purchaser shall indemnify, hold harmless and, if requested by Seller (in
Seller's sole discretion), defend (with counsel approved by Seller) Seller,
together with Seller's affiliates, parent and subsidiary entities, successors,
assigns, partners, managers, members, employees, officers, directors, trustees,
shareholders, counsel, representatives, agents, Property Manager, Regional
Property Manager, and AIMCO (collectively, including Seller, “Seller's
Indemnified Parties”), from and against any and all damages, mechanics'
liens, materialmen's liens, liabilities, penalties, interest, losses, demands,
actions, causes of action, claims, costs and expenses (including reasonable
attorneys' fees, including the cost of in-house counsel and appeals)
(collectively, “Losses”) to the extent arising from or related to
Purchaser's or its Consultants' entry onto the Property, and any Inspections or
other acts by Purchaser or Purchaser’s Consultants with respect to the Property
during the Feasibility Period or otherwise.

3.4.2       
Notwithstanding anything in this Contract to the contrary, Purchaser
shall not be permitted to perform any invasive tests on the Property without
Seller's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed.  If Purchaser desires to perform any
invasive tests, Purchaser shall give prior written notice thereof to Seller,
which notice shall be accompanied by a detailed description and plan of the
invasive tests Purchaser desires to perform.  Further, Seller shall have
the right, without limitation, to disapprove any and all entries, surveys, tests
(including, without limitation, a Phase II environmental study of the Property),
investigations and other matters that in Seller's reasonable judgment could
result in any injury to the Property or breach of any contract, or expose Seller
to any Losses or violation of applicable law, or otherwise adversely affect the
Property or Seller's interest therein.  Purchaser shall, at Purchaser's
sole cost and expense, and in accordance with all applicable environmental laws,
dispose of any hazardous materials which have been specifically removed from or
at the Property by Purchaser or its agents, representatives, employees or
designees in connection with Purchaser's environmental studies.  Purchaser
shall use reasonable efforts to minimize disruption to Tenants in connection
with Purchaser's or its Consultants' activities pursuant to this Section. 
No consent by Seller to any such activity shall be deemed to constitute a waiver
by Seller or assumption of liability or risk by Seller.  Purchaser hereby
agrees to restore, at Purchaser's sole cost and expense, the Property to the
same condition existing immediately prior to Purchaser's exercise of its rights
pursuant to this Article
III.  Purchaser shall maintain or cause Campus Habitat, LLC or Pilot
Real Estate Group (whichever of them enters onto the Property) and their third
party consultants to maintain (a) casualty insurance and commercial general
liability insurance with coverages of not less than $1,000,000.00 for injury or
death to any one person and $3,000,000.00 for injury or death to more than one
person and $1,000,000.00 with respect to property damage, and (b) worker's
compensation insurance for all of their respective employees in accordance with
the law of the state in which the Property is located.  Purchaser shall
deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Seller (in the form of a
certificate of insurance) prior to the earlier to occur of (i) Purchaser's or
Purchaser's Consultants' entry onto the Property, or (ii) the expiration of 5
days after the Effective Date.

3.5             
Property Materials.

3.5.1       
Within 3 Business Days after the Effective Date, and to the extent the
same have not already been provided by Seller to Purchaser, Seller agrees to
use reasonable efforts to deliver to Purchaser, or at Seller's option make
available at the Property, copies of such documents and information concerning
the Property, including without limitation any environmental and engineering
documents, reports or studies, that are in Seller's possession or reasonable
control, other than such documents and information that Seller deems to be
confidential or proprietary (collectively, the “Materials”).

3.5.2       
Except as expressly set forth in Seller's Representations, Seller makes
no representations or warranties, express, written, oral, statutory, or implied,
and all such representations and warranties are hereby expressly excluded and
disclaimed.  All Materials are provided for informational purposes only,
and Purchaser shall not in any way be entitled to rely upon the completeness or
accuracy of the Materials, and will instead in all instances rely exclusively on
its own Inspections and Consultants with respect to all matters which it deems
relevant to its decision to acquire, own and operate the Property.  All
Materials and Third-Party Reports shall either be returned to Seller or
destroyed by Purchaser (with such destruction being evidenced by Purchaser’s
e-mail to Seller certifying the same) if this Contract is terminated for any
reason.

3.5.3       
Not later than 3 Business Days after the Effective Date, and to the
extent the same has not already been provided by Seller to Purchaser, Seller
shall deliver to Purchaser (or otherwise make available to Purchaser as provided
under Section 3.5.1) the most
recent rent roll for the Property, which is the rent roll Seller uses in the
ordinary course of operating the Property (the “Rent Roll”). 
Seller makes no representations or warranties regarding the Rent Roll other than
the express representation set forth in Section 6.1.6.

3.5.4       
Not later than 3 Business Days after the Effective Date, and to the
extent the same has not already been provided by Seller to Purchaser, Seller
shall deliver to Purchaser (or otherwise make available to Purchaser as provided
under Section 3.5.1) a list
of all current Property Contracts (the “Property Contracts
List”).  Seller makes no representations or warranties regarding
the Property Contracts List other than the express representations set forth in
Section 6.1.7.  

3.6             
Property Contracts.  On or before the expiration of
the Feasibility Period, Purchaser may deliver written notice to Seller (the
“Property Contracts Notice”) specifying any Property Contracts
which Purchaser desires to terminate at the Closing (the “Terminated
Contracts”); provided that (a) the effective date of such termination on
or after Closing shall be subject to the express terms of such Terminated
Contracts, (b) if any such Property Contract cannot by its terms be terminated
at Closing, it shall be assumed by Purchaser and not be a Terminated Contract,
and (c) to the extent that any such Terminated Contract requires payment of a
penalty, premium, or damages, including liquidated damages, for cancellation,
Purchaser shall be solely responsible for the payment of any such cancellation
fees, penalties, or damages, including liquidated damages.  If Purchaser
fails to deliver the Property Contracts Notice on or before the expiration of
the Feasibility Period, then there shall be no Terminated Contracts and
Purchaser shall assume all Property Contracts at the Closing.  If Purchaser
delivers the Property Contracts Notice to Seller on or
before the expiration of the Feasibility Period, then Seller shall execute and
deliver, on or before Closing, a vendor termination notice (in the form attached
hereto as Exhibit F) for each Terminated Contract
informing the vendor(s) of the termination of such Terminated Contract as of the
Closing Date (subject to any delay in the effectiveness of such termination
pursuant to the express terms of each applicable Terminated Contract) (the
“Vendor Terminations”).  To the extent that any Property
Contract to be assigned to Purchaser requires vendor consent, then, prior to the
Closing, Purchaser and Seller shall attempt to obtain from each applicable
vendor a consent (each a “Required Assignment Consent”) to such
assignment, and Purchaser shall indemnify, hold harmless and, if requested by
Seller (in Seller's sole discretion), defend (with counsel approved by Seller)
Seller's Indemnified Parties from and against any and all Losses arising from or
related to a failure to obtain such consents.

Article
IV
TITLE

4.1             
Title Documents.  Within 5 days after the
Effective Date, Seller shall cause to be delivered to Purchaser a standard form
commitment or preliminary title report (“Title Commitment”) to
provide a standard American Land Title Association owner’s title insurance
policy for the Land and Improvements, using the current policy jacket
customarily provided by the Title Insurer, in an amount equal to the Purchase
Price (the “Title Policy”), together with copies of all
instruments identified as exceptions therein (together with the Title
Commitment, referred to herein as the “Title Documents”). 
Seller shall be responsible only for payment of the base premium for the Title
Policy.  Purchaser shall be solely responsible for payment of all other
costs relating to procurement of the Title Commitment, the Title Policy, and any
requested endorsements.

4.2             
Survey.  Subject to Section 3.5.2, within 2 Business Days after the
Effective Date, Seller shall deliver to Purchaser that certain survey of the
Property dated as of March 10, 2008 and prepared by Millman Surveyors (the
“Existing Survey”).  Purchaser may, at its sole cost and
expense, order a new or updated survey of the Property either before or after
the Effective Date (such new or updated survey, together with the Existing
Survey, is referred to herein as the “Survey”).  

4.3             
Objection and Response Process.  On or before the date
which is 20 days after the Effective Date (the “Objection
Deadline”), Purchaser shall give written notice (the “Objection
Notice”) to the attorneys for Seller of any matter set forth in the
Title Documents and the Survey to which Purchaser objects (the
“Objections”).  If Purchaser fails to tender an Objection
Notice on or before the Objection Deadline, Purchaser shall be deemed to have
approved and irrevocably waived any objections to any matters covered by the
Title Documents and the Survey.  On or before 25 days after the Effective
Date (the “Response Deadline”), Seller may, in Seller's sole
discretion, give Purchaser notice (the “Response Notice”) of those
Objections which Seller is willing to cure, if any.  Seller shall be
entitled to reasonable adjournments of the Closing Date to cure the Objections,
not to exceed 30 days in the aggregate.  If Seller fails to deliver a
Response Notice by the Response Deadline, Seller shall be deemed to have elected
not to cure or otherwise resolve any matter set forth in the Objection
Notice.  If Purchaser is dissatisfied with the Response Notice or the lack
of Response Notice, Purchaser may, as its exclusive remedy, exercise its right
to terminate this Contract prior to the expiration of
the Feasibility Period in accordance with the provisions of Section 3.2.  If Purchaser fails to timely
exercise such right, Purchaser shall be deemed to accept the Title Documents and
Survey with resolution, if any, of the Objections set forth in the Response
Notice (or if no Response Notice is tendered, without any resolution of the
Objections) and without any reduction or abatement of the Purchase Price.

4.4             
Permitted Exceptions.  The Deed delivered pursuant to
this Contract shall be subject to the following, all of which shall be deemed
“Permitted Exceptions”:

4.4.1       
All matters shown in the Title Documents and the Survey, other than (a)
those Objections, if any, which Seller has agreed to cure pursuant to the
Response Notice under Section 4.3, (b) mechanics' liens, (c) taxes due and
payable with respect to the period preceding Closing, (d) the standard exception
regarding the rights of parties in possession, which shall be modified to be
limited to those parties in possession pursuant to the Leases, and (e) the
standard exception pertaining to taxes and assessments, which shall be limited
to taxes and assessments not yet due and payable as of the Closing Date; 

4.4.2       
All Leases;

4.4.3       
Applicable zoning and governmental regulations and ordinances;

4.4.4       
Any defects in or objections to title to the Property, or title
exceptions or encumbrances, arising by, through or under Purchaser.

4.5             
Existing Deed of Trust and Mechanic’s Liens.  It is
understood and agreed that, whether or not Purchaser gives an Objection Notice
with respect thereto, any deeds of trust and/or mortgages which secure the Note
shall not be deemed Permitted Exceptions, whether Purchaser gives further
written notice of such or not, and shall be paid off, satisfied, discharged
and/or cured from proceeds of the Purchase Price at Closing.  Further,
it is understood and agreed that, whether or not Purchaser gives an Objection
Notice with respect thereto, any mechanic’s liens (except those arising by,
through or under Purchaser) shall not be deemed Permitted Encumbrances, whether
Purchaser gives further written notice of such or not, and shall be paid off,
satisfied, discharged and/or cured from the proceeds of the Purchase Price at
Closing or, at Seller’s option and sole cost, otherwise removed from the Title
Policy through an indemnity and/or bond for the benefit of the Title Company or
otherwise.

4.6             
Subsequently Disclosed Exceptions.  If at any time
after the expiration of the Feasibility Period, any update to the Title
Commitment or Existing Survey discloses any additional item that materially
adversely affects title to the Property which was not disclosed on any version
of or update to the Title Commitment or the Existing Survey delivered to
Purchaser during the Feasibility Period (the “New Exception”),
Purchaser shall have a period of 5 days from the date of its receipt of such
update (the “New Exception Review Period”) to review and notify
Seller in writing of Purchaser's approval or disapproval of the New
Exception.  If Purchaser disapproves of the New Exception, Seller may, in
Seller's sole discretion, notify Purchaser as to whether it is willing to cure
the New Exception.  If Seller elects to cure the New Exception, Seller
shall be entitled to reasonable adjournments of the Closing Date to cure the New
Exception, not to exceed 30 days in the aggregate.  If Seller fails to
deliver a notice to Purchaser within 3 days after the
expiration of the New Exception Review Period, Seller shall be deemed to have
elected not to cure the New Exception.  If Purchaser is dissatisfied with
Seller's response, or lack thereof, Purchaser may, as its exclusive remedy elect
either:  (i) to terminate this Contract, in which event the Deposit shall
be promptly returned to Purchaser or (ii) to waive the New Exception and proceed
with the transactions contemplated by this Contract, in which event Purchaser
shall be deemed to have approved the New Exception.  If Purchaser fails to
notify Seller of its election to terminate this Contract in accordance with the
foregoing sentence within 6 days after the expiration of the New Exception
Review Period, Purchaser shall be deemed to have elected to approve and
irrevocably waive any objections to the New Exception.

4.7             
Financing Period. 

4.7.1       
Subject to the terms and conditions of this Section 4.7, Purchaser
shall use good faith, diligent efforts to obtain mortgage financing for
Purchaser’s purchase of the Property on terms which are commercially reasonable
and which are market standard (including standard or customary reserves,
guarantees and capital expenditure requirements and for a loan amount of no less
than $5,640,000.00 and an interest rate of no greater than 6% per annum), on or
prior to the date which is sixty (60) days after the Loan Application Deadline
(as the same may be extended in accordance with Purchaser’s rights under
Section 4.7.1.7) (such period, the “Financing
Period”).  Purchaser further agrees to first and primarily pursue
mortgage financing with the Federal Home Loan Mortgage Corporation
(“Freddie Mac”) through Freddie Mac’s Capital Markets Execution
(“CME”) program in accordance with the following:

4.7.1.1           
Purchaser, at its sole cost and expense and within 10 Business Days after
the Effective Date (the “Loan Application Deadline”), shall submit
an application for terms which Purchaser believes in good faith to be complete
to Freddie Mac for mortgage financing through the CME program using Freddie
Mac’s standard forms and templates, together with all documents and information
required in connection therewith (the “Application for
Terms”).  Simultaneously with Purchaser’s delivery of the
Application for Terms to Freddie Mac, Purchaser agrees to provide Seller with a
copy of the Application for Terms (which copy may be redacted to omit any
confidential information of Purchaser).  Purchaser acknowledges and agrees
that Purchaser is solely responsible for the preparation and submittal of the
Application for Terms, including the collection of all materials, documents,
certificates, financials, signatures, and other items required to be submitted
to Freddie Mac in connection with the Application for Terms.

4.7.1.2           
Purchaser shall promptly, at its sole cost and expense, correct and
re-submit any deficiencies noted by Freddie Mac in connection with the
Application for Terms after notification from Freddie Mac of such
deficiency.  Purchaser shall comply with Freddie Mac’s CME loan application
guidelines in connection with obtaining CME mortgage financing and Purchaser
shall promptly deliver to Freddie Mac all documents and information required by
Freddie Mac, and such other information or documentation as Freddie Mac
reasonably may request, including, without limitation, financial statements,
income tax returns and other financial information for Purchaser and any
required guarantor.  

4.7.1.3           
Upon Seller’s written request, Purchaser shall provide Seller with a copy
of any material correspondence from Freddie Mac with respect to the status of
the Application for Terms (which may be redacted to
omit any confidential information of Purchaser) no later than 2 Business Days
after receipt of Seller’s written request.  Purchaser acknowledges that
Freddie Mac’s loan guidelines may not be consistent with the provisions of the
loan documents for the existing financing on the Property.  

4.7.1.4           
Purchaser shall be responsible for and shall pay all fees and expenses
(including, without limitation, all servicing fees and charges, transfer fees,
assumption fees, title fees and endorsement fees) imposed or charged by Freddie
Mac, any other lender or its counsel (such fees and expenses collectively being
referred to as the “Lender Fees”), in connection with the
Application for Terms and any financing for Purchaser’s financing of its
purchase of the Property.

4.7.1.5           
Purchaser and Seller acknowledge and agree that if Freddie Mac provides
the Financing Commitment for Purchaser’s purchase of the Property and, in
connection with such new financing, provides a discount to any prepayment
penalty applicable to the Loan Payoff (the “Payoff Discount”),
then Seller shall receive the full benefit of any such Payoff Discount.
 Seller may, in its sole and absolute discretion, terminate this Contract
by written notice to Purchaser and Escrow Agent if, either (i) the Payoff
Discount specified in Freddie Mac’s first initial written estimate of the same
is less than 35% of the prepayment penalty, or (ii) the final Payoff Discount
granted by Freddie Mac as of Closing is less than 25% of the prepayment
penalty.  Seller shall have until ten (10) days after Seller’s receipt of
Freddie Mac’s first initial written estimate of the Payoff Discount to terminate
pursuant to clause (i) of the preceding sentence.  If Seller timely
provides such notice, this Contract shall terminate and be of no further force
and effect subject to and except for the Survival Provisions, Escrow Agent shall
return the Deposit to Purchaser and Seller shall reimburse Purchaser for
Purchaser’s actual, out-of-pocket expenses and costs (documented by paid
invoices to third parties), which expenses and costs shall not exceed $50,000 in
the aggregate.  Seller’s obligation to reimburse Purchaser for actual
out-of-pocket expenses and costs as set forth in the preceding sentence shall
survive the termination of this Contract.  If Purchaser obtains financing
for the transaction contemplated hereunder from any lender or loan program other
than Freddie Mac’s CME program, then Purchaser shall pay to Freddie Mac at
Closing a portion of the prepayment penalty due in connection with the Loan
Payoff equal to 35% of the total prepayment penalty.

4.7.1.6           
Purchaser shall be in default hereunder if Purchaser fails to submit the
Application for Terms (in a form which Purchaser believes in good faith to be
complete) by the Loan Application Deadline, in which event Seller may terminate
this Contract and the Deposit shall be immediately released by the Escrow Agent
to Seller.

4.7.1.7           
Provided that (a) Purchaser is not in default of the terms of this
Contract, and (b) Purchaser has used diligent, good faith efforts to obtain the
Financing Commitment but has failed to do so as of the expiration of the
Financing Period, Purchaser shall be permitted up to two consecutive 15-day
extensions of the Financing Period each exercisable by (i) delivering to Seller
written notice of each such extension on or prior to then-current expiration of
the Financing Period, and (ii) simultaneously with such notice to Seller,
delivering to Escrow Agent the amount of $25,000.00 by wire transfer of Good
Funds in accordance with Seller’s wiring instructions (each such amount, a
“Financing Period Extension Fee”).  The Financing Period Extension Fee(s) shall be deemed part of the
Deposit and shall be credited, held and/or disbursed as part of the Deposit in
accordance with the terms of this Contract.

4.7.2       
  Purchaser shall notify Seller of Purchaser’s receipt of a
binding commitment for mortgage financing on commercially reasonable terms to
Purchaser, with a minimum loan amount of $5,640,000.00 and an interest rate of
no greater than 6% per annum, (the “Financing Commitment”)
promptly (in no event more than one (1) Business Day) after Purchaser’s receipt
of the Financing Commitment.  Upon Purchaser’s receipt of the Financing
Commitment, the Deposit shall be non-refundable, except as expressly provided
otherwise in this Contract.  If Purchaser has not obtained the Financing
Commitment on or prior to the expiration of the Financing Period (and for no
other reason), then Purchaser shall have the right to terminate this Contract by
giving written notice to that effect to Seller and Escrow Agent on or before
5:00 p.m. (Central Time) on the date of expiration of the Financing
Period.  If Purchaser exercises such right to terminate, this Contract
shall terminate and be of no further force and effect subject to and except for
the Survival Provisions, and Escrow Agent shall promptly return the Deposit to
Purchaser (subject to Purchaser’s obligation under Section 3.5.2 to
return or certify the destruction of all Third-Party Reports and information and
Materials provided to Purchaser as a pre-condition to the return of the
Deposit).  If Purchaser fails to provide Seller with written notice of
termination prior to the expiration of the Financing Period in strict accordance
with the notice provisions of this Contract, Purchaser’s right to terminate
under this Section 4.7.2 shall be permanently waived, the Deposit shall
be non-refundable, except as expressly provided otherwise in this Contract, and
this Contract shall remain in full force and effect.  

Article
V
CLOSING

5.1             
Closing Date.  The Closing shall occur on the date
which is 10 Business Days after receipt of the Financing Commitment (the
“Closing Date”) through an escrow with Escrow Agent, whereby
Seller, Purchaser and their attorneys need not be physically present at the
Closing and may deliver documents by overnight air courier or other means;
provided, however, that Purchaser shall have the one-time right to
extend the Closing Date by up to 10 Business Days upon written notice to Seller
delivered no later than 5 days prior to the initial Closing Date. 
Notwithstanding the foregoing to the contrary, Seller shall have the option, by
delivering written notice to Purchaser, to extend the Closing Date to the last
Business Day of the month in which the Closing Date otherwise would occur
pursuant to the preceding sentence if Freddie Mac permits prepayment only on the
last Business Day of the month (except with the payment of additional interest,
fees or costs).

5.2             
Seller Closing Deliveries.  Except for the closing
statement which shall be delivered on or before the Closing Date, Seller shall
deliver to Escrow Agent, each of the following items, executed by Seller as
appropriate, no later than 1 Business Day prior to the Closing Date:

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

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

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

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

5.2.5       
Seller's counterpart signature to the closing statement prepared by Title
Insurer.

5.2.6       
A title affidavit or an indemnity form reasonably acceptable to Seller,
which is sufficient to enable Title Insurer to delete the standard pre-printed
exceptions to the title insurance policy to be issued pursuant to the Title
Commitment.

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

5.2.8       
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Seller's
authority to consummate this transaction.

5.2.9       
An updated Rent Roll effective as of a date no more than 3 Business Days
prior to the Closing Date; provided, however, that the content of such updated
Rent Roll shall in no event expand or modify the conditions to Purchaser's
obligation to close as specified under Section 8.1.

5.2.10    An updated
Property Contracts List effective as of a date no more than 3 Business Days
prior to the Closing Date; provided, however, that the content of such updated
Property Contracts List shall in no event expand or modify the conditions to
Purchaser's obligation to close as specified under Section 8.1.

5.2.11    A completed Real
Estate Transfer Declaration (on Form P-Tax 203 or such other form required by
the Real Estate Transfer Act of the State of Illinois) and such other state,
county or local real property tax transfer forms as required by Applicable
Law.

5.2.12    An indemnity, in
the form of Exhibit I attached hereto and incorporated herein by this
reference (“Bulk Sales Indemnity”), executed by Seller, pursuant
to which Seller agrees to indemnify, defend and hold harmless Purchaser from and
against liability incurred by Purchaser as result of any amounts which may be
payable (a) by Seller to the Illinois Department of Revenue pursuant to Section
9-902(d) of the Illinois Income Tax Act (35 ILCS 5/902(d)) or 35 ILCS 120/5j, or
(b) by Purchaser as a result of Seller’s failure to make the payments required
under clause (a).

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

5.3             
Purchaser Closing Deliveries.  Except for:
(i) the closing statement which shall be delivered on or before the Closing
Date, and (ii) the balance of the Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations
required by this Contract, which is to be delivered at the time specified in
Section 2.2.3, Purchaser shall
deliver to Escrow Agent, each of the following items, executed by Purchaser as
appropriate, no later than 1 Business Day prior to the Closing Date:

5.3.1       
Intentionally omitted.

5.3.2       
Purchaser’s counterpart signature to the closing statement prepared by
Title Insurer.

5.3.3       
A countersigned counterpart of the General Assignment.

5.3.4       
A countersigned counterpart of the Leases Assignment.

5.3.5       
A notification letter to all Tenants prepared and executed by Purchaser
in the form attached hereto as Exhibit G, which shall be dated as of the
Closing Date and delivered by Purchaser to all Tenants immediately after
Closing.

5.3.6       
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof.

5.3.7       
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser's
authority to consummate this transaction.

5.3.8       
Countersigned counterparts to the completed Real Estate Transfer
Declaration (on Form P-Tax 203 or such other form required by the Real Estate
Transfer Act of the State of Illinois) and such other state, county or local
real property tax transfer forms as required by Applicable Law.

5.3.9       
A countersigned counterpart to the Bulk Sales Indemnity.

5.3.10    Such notices,
transfer disclosures, affidavits or other similar documents that are required by
applicable law to be executed by Purchaser or otherwise reasonably necessary in
order to consummate the transactions contemplated under this Contract.

5.4             
Closing Prorations and Adjustments.

5.4.1       
General.  All normal and customarily proratable items,
including, without limitation, collected rents, operating expenses, personal
property taxes, other operating expenses and fees, shall be prorated as of the
Closing Date, Seller being charged or credited, as appropriate, for all of same
attributable to the period up to (but not including) the Closing Date (and
credited for any amounts paid by Seller attributable to the period on or after
the Closing Date, if assumed by Purchaser) and Purchaser being responsible for,
and credited or charged, as the case may be, for all of the same attributable to
the period on and after the Closing Date.  Seller shall prepare a proration
schedule (the “Proration Schedule”) of the adjustments described
in this Section 5.4 prior to
Closing and shall use good faith efforts to deliver such Proration Schedule 2
days prior to Closing.  

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

5.4.3       
Utilities.  The final readings and final billings for
utilities will be made if possible as of the Closing Date, in which case Seller
shall pay all such bills as of the Closing Date and no proration shall be made
at the Closing with respect to utility bills.  Otherwise, a proration shall
be made based upon the parties' reasonable good faith estimate.  Seller
shall be entitled to the return of any deposit(s) posted by it with any utility
company, and Seller shall notify each utility company serving the Property to
terminate Seller's account, effective as of noon on the Closing Date. 
Seller shall have no responsibility or liability for Purchaser's failure to
arrange utility service for the Property as of the Closing Date.  Purchaser
shall indemnify, hold harmless and, if requested by Seller (in Seller's sole
discretion), defend (with counsel approved by Seller) Seller's Indemnified
Parties from and against any and all Losses arising from or related to
Purchaser's failure to arrange utility service as of the Closing Date.

5.4.4       
Real Estate Taxes.  Any real estate ad valorem or similar
taxes for the Property, or any installment of assessments payable in
installments which installment is applicable to, as opposed to payable in, the
calendar year of Closing, shall be prorated to the date of Closing, based upon
actual days involved.  The proration of real property taxes or installments
of assessments shall be based upon 103% of the most recent assessed valuation
and tax rate figures (assuming payment at the earliest time to allow for the
maximum possible discount); provided, however, that in the event that actual
figures (whether for the assessed value of the Property or for the tax rate) for
the year of Closing are not available at the Closing Date, the proration shall
be made using figures from the preceding year (assuming payment at the earliest
time to allow for the maximum possible discount).  The proration of real
property taxes or installments of assessments shall be final and not subject to
re-adjustment after Closing.  

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

5.4.6       
Leases.

5.4.6.1           
All collected rent (whether fixed monthly rentals, additional rentals,
escalation rentals, retroactive rentals, operating cost pass-throughs or other
sums and charges payable by Tenants under the Leases), income and expenses from
any portion of the Property shall be prorated as of the Closing Date. 
Purchaser shall receive all collected rent and income attributable to dates from
and after the Closing Date.  Seller shall receive all collected rent and
income attributable to dates prior to the Closing Date.  Notwithstanding
the foregoing, no prorations shall be made in relation to either (a)
non-delinquent rents which have not been collected as of the Closing Date, or
(b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a)
and (b) referred to herein as the “Uncollected Rents”).  In
adjusting for Uncollected Rents, no adjustments shall be made in Seller's favor
for rents which have accrued and are unpaid as of the
Closing, but Purchaser shall pay Seller such accrued Uncollected Rents as and
when collected by Purchaser pursuant to the provisions of this Section
5.4.6.1.  For a period of 90 days following Closing, Purchaser agrees
to bill Tenants of the Property for all Uncollected Rents and to take reasonable
actions (which shall not include an obligation to commence legal action) to
collect Uncollected Rents.  Notwithstanding the foregoing, Purchaser's
obligation to collect Uncollected Rents shall be limited to Uncollected Rents of
not more than 90 days past due, and Purchaser's collection of rents shall be
applied, first, towards Purchaser’s reasonable third-party costs of such
collection; second, towards rent due and owing under the Leases for the month in
which Closing occurs; third, to rents due and owing under the Leases for periods
after the month in which Closing occurs; and fourth, to Uncollected Rents. 
After the Closing, Seller shall continue to have the right, but not the
obligation, in its own name, to demand payment of and to collect Uncollected
Rents owed to Seller by any Tenant, which right shall include, without
limitation, the right to continue or commence legal actions or proceedings
against any Tenant and the delivery of the Leases Assignment shall not
constitute a waiver by Seller of such right; provided however, that the
foregoing right of Seller shall be limited to actions seeking monetary damages
and, in no event, shall Seller seek to evict any Tenants in any action to
collect Uncollected Rents.  Purchaser agrees to cooperate with Seller in
connection with all efforts by Seller to collect such Uncollected Rents and to
take all steps, whether before or after the Closing Date, as may be necessary to
carry out the intention of the foregoing; provided, however, that Purchaser's
obligation to cooperate with Seller pursuant to this sentence shall not obligate
Purchaser to terminate any Tenant lease with an existing Tenant or evict any
existing Tenant from the Property.

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

5.4.7       
Insurance.  No proration shall be made in relation to
insurance premiums and insurance policies will not be assigned to
Purchaser.  Seller shall have the risk of loss of the Property until 11:59
p.m. the day prior to Closing Date (“Risk of Loss Transfer”),
after which time the risk of loss shall pass to Purchaser and Purchaser shall be
responsible for obtaining its own insurance thereafter.

5.4.8       
Employees.  All of Seller's and Seller's manager's on-site
employees shall have their employment at the Property terminated as of the
Closing Date.

5.4.9       
Closing Costs.  Purchaser shall pay any city or local
transfer taxes, mortgage assumption, sales, use, gross receipts or similar
taxes, any premiums or fees required to be paid by
Purchaser with respect to the Title Policy pursuant to Section 4.1, and one-half of the customary closing
costs of the Escrow Agent.  Seller shall pay the base premium for the Title
Policy to the extent required by Section 4.1, the cost of recording any instruments
required to discharge any liens or encumbrances against the Property not caused
by Purchaser's actions, Illinois and county real property transfer taxes and
one-half of the customary closing costs of the Escrow Agent.  

5.4.10    Utility
Contracts.  If Seller has entered into an agreement for the
purchase of electricity, gas or other utility service for the Property or a
group of properties (including the Property) (a “Utility
Contract”), or an affiliate of Seller has entered into a Utility
Contract, then Seller shall assign and Purchaser shall assume the Utility
Contract with respect to the Property, and if required by the terms of such
Utility Contract, Purchaser shall attempt to obtain consent to such assignment
and assumption, and Purchaser shall hold
harmless and, if requested by Seller (in Seller's sole discretion), defend (with
counsel approved by Seller) Seller's Indemnified Parties from and against any
and all Losses arising from or related to Purchaser's failure to obtain such
consent.  Notwithstanding the foregoing, Seller may instead elect to
receive a credit at Closing equal to the reasonably calculated costs of the
Utility Contract attributable to the Property from and after the Closing, and
Seller shall remain responsible for payments under the Utility Contract.

5.4.11   
Possession.  Possession of the Property, subject to the
Leases, Property Contracts, other than Terminated Contracts, and Permitted
Exceptions, shall be delivered to Purchaser at the Closing upon release from
escrow of all items to be delivered by Purchaser pursuant to Section 5.3. 
To the extent reasonably available to Seller, originals or copies of the Leases
and Property Contracts, lease files, warranties, guaranties, operating manuals,
keys to the property, and Seller's books and records (other than proprietary
information) (collectively, “Seller's Property-Related Files and
Records”) regarding the Property shall be made available to Purchaser at
the Property after the Closing.  Purchaser acknowledges and agrees that
Seller may make copies, at Seller’s discretion and at Seller’s sole cost, of any
or all of Seller’s Property-Related Files and Records prior to the Closing Date
for Seller’s retention after Closing.

5.5             
Post Closing Adjustments.  Purchaser or Seller may
request that Purchaser and Seller undertake to re-adjust any item on the
Proration Schedule (or any item omitted therefrom), with the exception of real
property taxes which shall be final and not subject to readjustment, in
accordance with the provisions of Section 5.4 of this Contract; provided, however, that
neither party shall have any obligation to re-adjust any items (a) after the
expiration of 60 days after Closing, or (b) subject to such 60-day period,
unless such items exceed $5,000.00 in the aggregate.

Article
VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6.1             
Seller's Representations.  Except, in all cases, for
any fact, information or condition disclosed in the Title Documents, the
Permitted Exceptions, the Property Contracts, or the Materials, or which is
otherwise known by Purchaser prior to the Closing, Seller represents and
warrants to Purchaser the following (collectively, the “Seller's
Representations”) as of the Effective Date and
as of the Closing Date; provided that Purchaser's remedies if any such Seller's
Representations are untrue as of the Closing Date are limited to those set forth
in Section 8.1.

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

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

6.1.3       
Seller is not a Prohibited Person.

6.1.4       
Except for (a) any actions by Seller to evict Tenants under the Leases,
or (b) any matter covered by Seller's current insurance policy(ies), to Seller's
knowledge, there are no material actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
in writing against the Property, which (i) affects the Property, or (ii) affects
Seller and will adversely impact Seller’s ability to convey the
Property;

6.1.5       
To Seller's knowledge, Seller has not received any written notice of any
material default by Seller under any of the Property Contracts that will not be
terminated on the Closing Date;

6.1.6       
To Seller's knowledge, the Rent Roll (as updated pursuant to Section
5.2.9) is accurate in all
material respects and, to Seller’s knowledge, there are no unrecorded leases or
occupancy agreements affecting the Property except as shown on the Rent Roll (as
updated pursuant to Section 5.2.9); and

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

6.1.8       
To Seller's knowledge, Seller has not received any written notice from a
governmental agency of any uncured material violations of any federal, state,
county or municipal law, ordinance, order, regulation or requirement affecting
the Property;

6.1.9       
No Bankruptcy/Dissolution Event (as defined herein) has occurred with
respect to (i) Seller; or (ii) to Seller's knowledge, any general partner of
Seller.  “Bankruptcy/Dissolution Event” means the occurrence
of any of the following:  (a) the commencement of a case under Title 11 of
the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state
bankruptcy law or other similar law; (b) the appointment of a trustee or
receiver of any property interest; (c) an assignment for the benefit of
creditors; (d) an attachment, execution or other judicial seizure of a
substantial property interest; (e) the taking of, failure to take, or submission
or any action indicating an inability to meet its financial obligations as they
accrue; or (f) a dissolution or liquidation, death or incapacity;

6.1.10    To Seller’s
knowledge, Seller has not intentionally omitted or eliminated any items which
otherwise would be required to be delivered by Seller as part of the
Materials;

6.1.11    To Seller's
knowledge:  (a) no hazardous or toxic materials or other substances
regulated by applicable federal or state environmental laws are stored by Seller
on, in or under the Property in quantities which violate applicable laws
governing such materials or substances, and (b) the Property is not used by
Seller for the storage, treatment, generation or manufacture of any hazardous or
toxic materials or other substances in a manner which would constitute a
violation of applicable federal or state environmental laws;

6.1.12    Except for any
employment agreements which would not be binding on Purchaser after the Closing,
there are no collective bargaining or other employment agreements with respect
to the personnel employed by Seller in the operation and maintenance of the
Property.

6.1.13    To Seller’s
knowledge, there are no assessed but unpaid taxes, penalties or interest for the
Property or for Seller under the Illinois Income Tax Act or under the Retailer’s
Occupation Tax Act.

6.2             
AS-IS.  Except as otherwise expressly set forth in
Seller's Representations:

6.2.1       
The Property is expressly purchased and sold “AS IS,” “WHERE IS,” and
“WITH ALL FAULTS.”  

6.2.2       
The Purchase Price and the terms and conditions set forth herein are the
result of arm's-length bargaining between entities familiar with transactions of
this kind, and said price, terms and conditions reflect the fact that Purchaser
shall have the benefit of, but is not relying upon, any information provided by
Seller or Broker or statements, representations or warranties, express or
implied, made by or enforceable directly against Seller or Broker, including,
without limitation, any relating to the value of the Property, the physical or
environmental condition of the Property, any state, federal, county or local
law, ordinance, order or permit; or the suitability, compliance or lack of
compliance of the Property with any regulation, or any other attribute or matter
of or relating to the Property (other than any covenants of title contained in
the Deed conveying the Property and Seller's Representations).  Purchaser
agrees that Seller shall not be responsible or liable to Purchaser for any
defects, errors or omissions in the Materials, or on account of any conditions
affecting the Property.  

6.2.3       
Purchaser, its successors and assigns, and anyone claiming by, through or
under Purchaser, hereby fully releases Seller's Indemnified Parties from, and
irrevocably waives its right to maintain, any and all claims and causes of
action that it or they may now have or hereafter acquire against Seller's
Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions in the
Materials or other conditions affecting the Property.  

6.2.4       
Purchaser represents and warrants that as of the Closing Date, it shall
have reviewed and conducted such independent analyses, studies (including,
without limitation, environmental studies and analyses concerning the presence
of lead, asbestos, water intrusion and/or fungal growth and any resulting
damage, PCBs and radon in and about the Property), reports, investigations and
inspections as it deems appropriate in connection with the Property.  If
Seller  provides or has provided any documents, summaries, opinions or work
product of consultants, surveyors, architects, engineers, title companies,
governmental authorities or any other person or entity with respect to the
Property, including, without limitation, the offering prepared by Broker,
Purchaser and Seller agree that Seller has done so or shall do so only for the
convenience of both parties, Purchaser shall not rely thereon and the reliance
by Purchaser upon any such documents, summaries, opinions or work product shall
not create or give rise to any liability of or against Seller's Indemnified
Parties.  Purchaser acknowledges and agrees that no representation has been
made and no responsibility is assumed by Seller with respect to current and
future applicable zoning or building code requirements or the compliance of the
Property with any other laws, rules, ordinances or regulations, the financial
earning capacity or expense history of the Property, the continuation of
contracts, continued occupancy levels of the Property, or any part thereof, or
the continued occupancy by tenants of any Leases or, without limiting any of the
foregoing, occupancy at Closing.  

6.2.5       
Prior to Closing, Seller shall have the right, but not the obligation, to
enforce its rights against any and all Property occupants, guests or
tenants.  Purchaser agrees that the departure or removal, prior to Closing,
of any of such guests, occupants or tenants shall not be the basis for, nor
shall it give rise to, any claim on the part of Purchaser, nor shall it affect
the obligations of Purchaser under this Contract in any manner whatsoever; and
Purchaser shall close title and accept delivery of the Deed with or without such
tenants in possession and without any allowance or reduction in the Purchase
Price under this Contract.

6.2.6       
Purchaser hereby releases Seller from any and all claims and liabilities
relating to the matters set forth in this Section.  

6.3             
Survival of Seller's Representations.  Seller and
Purchaser agree that Seller's Representations shall survive Closing for a period
of 9 months (the “Survival Period”).  Seller shall have no
liability after the Survival Period with respect to Seller's Representations
contained herein except to the extent that Purchaser has requested arbitration
against Seller during the Survival Period for breach of any of Seller's
Representations.  Under no circumstances shall Seller be liable to
Purchaser for more than $350,000 in any individual instance or in the aggregate
for all breaches of Seller's Representations, nor shall Purchaser be entitled to
bring any claim for a breach of Seller's Representations unless the claim for
damages (either in the aggregate or as to any individual claim) by Purchaser
exceeds $5,000.  In the event that Seller breaches any representation
contained in Section 6.1 and
Purchaser had knowledge of such breach prior to the Closing Date, and elected to
close regardless, Purchaser shall be deemed to have waived any right of
recovery, and Seller shall not have any liability in connection therewith.

6.4             
Definition of Seller's Knowledge.  Any representations
and warranties made “to the knowledge of Seller” shall not be deemed to imply
any duty of inquiry.  For purposes of this Contract, the term Seller's
“knowledge” shall mean and refer only to actual knowledge of the
Regional Property Manager and the Community Manager and shall not be construed
to refer to the knowledge of any other partner, officer, director, agent,
employee or representative of Seller, or any affiliate of Seller, or to impose
upon such Regional Property Manager and Community Manager any duty to
investigate the matter to which such actual knowledge or the absence thereof
pertains, or to impose upon such Regional Property Manager and Community Manager
any individual personal liability.  As used herein, the term
“Regional Property Manager” shall refer to Ken Sloma who is the
regional property manager handling this Property and the term “Community
Manager” shall refer to Michele Pender who is the community manager
handling this Property.

6.5             
Representations and Warranties of Purchaser.  For the
purpose of inducing Seller to enter into this Contract and to consummate the
sale and purchase of the Property in accordance herewith, Purchaser represents
and warrants to Seller the following as of the Effective Date and as of the
Closing Date:

6.5.1       
Purchaser is a limited liability company duly organized, validly existing
and in good standing under the laws of Delaware.

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

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

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

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

6.5.6       
Purchaser is not a Prohibited Person.

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

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

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

Article
VII
OPERATION OF THE PROPERTY

7.1             
Leases and Property Contracts.  During the period
of time from the Effective Date to the Closing Date, in the ordinary course of
business Seller may enter into new Property Contracts, new Leases, renew
existing Leases or modify, terminate or accept the surrender or forfeiture of
any of the Leases, modify any Property Contracts, or institute and prosecute any
available remedies for default under any Lease or Property Contract without
first obtaining the written consent of Purchaser; provided, however, Seller
agrees that, without the prior written consent of Purchaser, which consent shall
not be unreasonably withheld, conditioned or delayed, any new or renewed Leases
shall not have a term in excess of 1 year and any new Property Contract shall be
terminable upon 30 days notice without penalty.

7.2             
General Operation of Property.  Except as specifically
set forth in this Article VII,
Seller shall operate the Property after the Effective Date in the ordinary
course of business, and except as necessary in Seller's sole discretion to
address (a) any life or safety issue at the Property or (b) any other matter
which in Seller's reasonable discretion materially adversely affects the use,
operation or value of the Property, Seller will not make any material
alterations to the Property or remove any material Fixtures and Tangible
Personal Property without the prior written consent of Purchaser which consent
shall not be unreasonably withheld, denied or delayed.  Seller agrees to
maintain its existing insurance policies (or replacement policies on comparable
terms) covering the Property in full force and effect through the Closing
Date.

7.3             
Liens.  Other than utility easements and temporary
construction easements granted by Seller in the ordinary course of business that
do not materially and adversely affect the operation or use of the Property,
Seller covenants that it will not voluntarily create or cause any lien or
encumbrance to attach to the Property between the Effective Date and the Closing
Date (other than Leases and Property Contracts as provided in Section
7.1) unless Purchaser approves such
lien or encumbrance, which approval shall not be unreasonably withheld,
conditioned or delayed.  If Purchaser approves any such subsequent lien or
encumbrance, the same shall be deemed a Permitted Encumbrance for all purposes
hereunder.

Article VIII
CONDITIONS PRECEDENT TO CLOSING

8.1             
Purchaser's Conditions to Closing.  Purchaser's
obligation to close under this Contract shall be subject to and conditioned upon
the fulfillment of the following conditions precedent:

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

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

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

8.1.4       
Neither Seller nor Seller's general partner shall be a debtor in any
bankruptcy proceeding.

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser's
obligation to Close except as expressly set forth in this Section 8.1.  If any condition set forth in
this Section 8.1 is not met,
Purchaser may (a) waive any of the foregoing conditions and proceed to Closing
on the Closing Date with no offset or deduction from the Purchase Price,
(b) terminate this Contract and receive a return of the Deposit from the
Escrow Agent, or (c) if such failure constitutes a default by Seller of its
covenants hereunder, exercise any of its remedies pursuant to Section 10.2.

8.2             
Seller's Conditions to Closing.  Without limiting any
of the rights of Seller elsewhere provided for in this Contract, Seller's
obligation to close with respect to conveyance of the Property under this
Contract shall be subject to and conditioned upon the fulfillment of the
following conditions precedent:

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

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

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

8.2.4       
Neither Purchaser nor any of Purchaser's members shall be a debtor in any
bankruptcy proceeding; and

8.2.5       
[Intentionally omitted]

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

If
any of the foregoing conditions to Seller's obligations to close with respect to
the conveyance of the Property under this Contract are not met, Seller may (a)
waive any of the foregoing conditions and proceed to Closing on the Closing
Date, (b) terminate this Contract, or (c) if such failure constitutes a
default by Purchaser, exercise any of its remedies pursuant to
Section 10.1.

Article
IX
BROKERAGE

9.1             
Indemnity.  Seller represents and warrants to
Purchaser that it has dealt only with HFF, L.P., One Indiana Square, Suite
1330, Indianapolis, Indiana  46204, Attention: Brian Kelly, Telephone (317)
632-7501, Facsimile (317) 630-3190, E-mail bkelly@hfflp.com
(“Broker”) in connection with this Contract.  Seller and
Purchaser each represents and warrants to the other that, other than Broker, it
has not dealt with or utilized the services of any other real estate broker,
sales person or finder in connection with this Contract, and each party agrees
to indemnify, hold harmless, and, if requested in the sole and absolute
discretion of the indemnitee, defend (with counsel approved by the indemnitee)
the other party from and against all Losses relating to brokerage commissions
and finder's fees arising from or attributable to the acts or omissions of the
indemnifying party.  

9.2             
Broker Commission.  If Closing occurs, Seller agrees
to pay Broker a commission according to the terms of a separate contract. 
Broker shall not be deemed a party or third party beneficiary of this
Contract.  As a condition to Seller's obligation to pay the commission,
Broker shall execute the signature page for Broker attached hereto solely for
purposes of confirming the matters set forth therein.

Article
X
DEFAULTS AND REMEDIES

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

10.2         
Seller Default.  If Seller (i) defaults on its
obligations hereunder to deliver to Escrow Agent the deliveries specified under
Section 5.2 on the date required
thereunder, or to close on the sale of the Property on the Closing Date, or (ii)
prior to the Closing defaults on its covenants or obligations under this
Contract, and such default continues for more than 10 days after written notice
from Purchaser, then, at Purchaser's election and as Purchaser's exclusive
remedy, Purchaser may either (a) terminate this Contract, and all payments and
things of value, including the Deposit, provided by Purchaser hereunder shall be
returned to Purchaser and Purchaser may recover, as its sole recoverable damages
(but without limiting its right to receive a refund of the Deposit), its direct
and actual out-of-pocket expenses and costs (documented by paid invoices to
third parties) in connection with this transaction, which damages shall not
exceed $50,000 in the aggregate, or (b) subject to the conditions below,
seek specific performance of Seller’s obligation to close on the sale of the
Property pursuant to this Contract (but not damages).  Purchaser may seek
specific performance of Seller's obligation to close on the sale of the Property
pursuant to this Contract only if, as a condition precedent to initiating such
litigation for specific performance, Purchaser shall (x) not otherwise be in
default under this Contract; and (y) file suit therefor with the court on or
before the 90th day after the Closing Date.  If Purchaser fails to file an
action for specific performance within 90 days after the Closing Date, then
Purchaser shall be deemed to have elected to terminate the Contract in
accordance with subsection (a) above.  Notwithstanding the foregoing, if
Seller transfers title to the Property to a third party prior to the termination
of this Contract such that Purchaser is unable to bring an action for specific
performance pursuant to this Section 10.2, then the Deposit shall be
returned to Purchaser and Seller shall pay Purchaser $500,000 in liquidated
damages (but no additional punitive, consequential, speculative or other
damages).  Purchaser agrees that it shall promptly deliver to Seller an
assignment of all of Purchaser's right, title and interest in and to (together
with possession of) all plans, studies, surveys, reports, and other materials
(other than Purchaser’s attorney’s work product) paid for with the out-of-pocket
expenses reimbursed by Seller pursuant to the foregoing sentence.  SELLER
AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS
INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES
AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST
SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER
OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT.  UNDER NO CIRCUMSTANCES
MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL,
PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY
WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS
OBLIGATIONS UNDER THIS CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE RIGHT
TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS
IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED
AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Article
XI
RISK OF LOSS OR CASUALTY

11.1         
Major Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to Risk of Loss Transfer,
and the cost for demolition, site cleaning, restoration, replacement, or other
repairs (collectively, the “Repairs”) is more than $500,000.00 (a
“Major Damage”), then Seller shall have no obligation to make such
Repairs, and shall notify Purchaser in writing of such damage or destruction
(the “Damage Notice”).  If there is a Major Damage, then
Purchaser may elect, by delivering written notice to Seller on or before the
earlier of (x) Closing and (y) the date which is ten (10) days after Purchaser's
receipt of the Damage Notice, to terminate this Contract, in which event the
Deposit shall be returned to Purchaser.  In the event Purchaser fails to
timely terminate this Contract pursuant to this Section 11.1, this transaction shall be closed in
accordance with Section 11.3
below.

11.2         
Minor Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to Risk of Loss Transfer,
and the cost of Repairs is equal to or less than $500,000.00, then this
transaction shall be closed in accordance with Section 11.3, notwithstanding such
casualty.  In such event, Seller may at its election endeavor to make such
Repairs to the extent of any recovery from insurance carried on the Property, if
such Repairs can be reasonably effected before the Closing.  Regardless of
Seller's election to commence such Repairs, or Seller's ability to complete such
Repairs prior to Closing, this transaction shall be closed in accordance with
Section 11.3 below.

11.3         
Closing.  In the event Purchaser fails to terminate
this Contract following a casualty as set forth in Section 11.1, or in the event of a casualty as set
forth in Section 11.2, then this
transaction shall be closed in accordance with the terms of the Contract, at
Seller's election, either (i) for the full Purchase Price, notwithstanding
any such casualty, in which case Purchaser shall, at Closing, execute and
deliver an assignment and assumption (in a form reasonably required by Seller)
of Seller's rights and obligations with respect to the insurance claim related
to such casualty, and thereafter Purchaser shall receive all insurance proceeds
pertaining to such claim, less any amounts which may already have been spent by
Seller for Repairs (plus a credit against the Purchase Price at Closing in the
amount of any deductible payable by Seller in connection therewith); or (ii) for
the full Purchase Price less a credit to Purchaser in the amount necessary to
complete such Repairs (less any amounts which may already have been spent by
Seller for Repairs). 

11.4         
Repairs.  To the extent that Seller elects to commence
any Repairs prior to Closing, then Seller shall be entitled to receive and apply
available insurance proceeds to any portion of such Repairs completed or
installed prior to Closing, with Purchaser being responsible for completion of
such Repairs after Closing.  To the extent that any Repairs have been
commenced prior to Closing, then the Property Contracts shall include, and
Purchaser shall assume at Closing, (a) all construction and other contracts
entered into by Seller in connection with such Repairs prior to expiration of
the Feasibility Period, and (b) all construction and other contracts entered
into by Seller in connection with such Repairs after the expiration of the
Feasibility Period to the extent approved by Purchaser pursuant to this
Section 11.4.  In the event that, after the expiration of the
Feasibility Period, Seller desires to enter into any construction and other
contracts in connection with Repairs, then Seller will notify Purchaser of any
such contract(s) and Purchaser shall have the right to (i) reasonably accept
such contract(s) as part of the Property Contracts to be assumed by Purchaser at
Closing, or (ii) reasonably reject the same, in which event, Purchaser shall not
be obligated to assume such contract(s) as part of the Property Contracts. 
If Purchaser fails to reject any such contract(s) within the foregoing 5-day
period, then it shall be deemed to have approved such contract(s) and will
assume them at Closing as part of the Property Contracts.  Notwithstanding
the foregoing to the contrary, Seller retains the sole right and authority to
enter into any such contract.

Article
XII
EMINENT DOMAIN

12.1         
Eminent Domain.  In the event that, at the time of
Closing, any material part of the Property is (or previously has been) acquired,
or is about to be acquired, by any governmental agency by the powers of eminent
domain or transfer in lieu thereof (or in the event that at such time there is
any notice of any such acquisition or intent to acquire by any such governmental
agency), Purchaser shall have the right, at Purchaser's option, to terminate
this Contract by giving written notice within 10 days after Purchaser's receipt
from Seller of notice of the occurrence of such event, and if Purchaser so
terminates this Contract, Purchaser shall recover the Deposit hereunder. 
If Purchaser fails to terminate this Contract within such 10-day period, this
transaction shall be closed in accordance with the terms of this Contract for
the full Purchase Price and Purchaser shall receive the full benefit of any
condemnation award.  It is expressly agreed between the parties hereto that
this section shall in no way apply to customary dedications for public purposes
which may be necessary for the development of the Property.

Article
XIII
MISCELLANEOUS

13.1         
Binding Effect of Contract.  This Contract shall not
be binding on either party until executed by both Purchaser and Seller. 
Neither the Escrow Agent's nor the Broker's execution of this Contract shall be
a prerequisite to its effectiveness.  Subject to Section 13.3, this Contract shall be binding upon and
inure to the benefit of Seller and Purchaser, and their respective successors
and permitted assigns.

13.2         
Exhibits and Schedules.  All Exhibits and Schedules,
whether or not annexed hereto, are a part of this Contract for all
purposes.

13.3         
Assignability.  Except to the extent required to
comply with the provisions of Section 13.18 related to a 1031 Exchange, this
Contract is not assignable by Purchaser without first obtaining the prior
written approval of Seller.  Notwithstanding the foregoing, Purchaser may
assign this Contract, without first obtaining the prior written approval of
Seller, to one or more entities so long as (a) Purchaser, Pilot Real Estate
Group or Titan, LLC, is an affiliate of or has an ownership interest in the
purchasing entity(ies), (b) Purchaser is not released from its liability
hereunder, and (c) Purchaser provides written notice to Seller of any proposed
assignment no later than 10 days prior to the Closing Date.  As used
herein, an affiliate is a person or entity controlled by, under common control
with, or controlling another person or entity.

13.4         
Captions.  The captions, headings, and arrangements
used in this Contract are for convenience only and do not in any way affect,
limit, amplify, or modify the terms and provisions hereof.

13.5         
Number and Gender of Words.  Whenever herein the
singular number is used, the same shall include the plural where appropriate,
and words of any gender shall include each other gender where
appropriate.

13.6         
Notices.  All notices, demands, requests and other
communications required or permitted hereunder shall be in writing, and shall be
(a) personally delivered with a written receipt of delivery; (b) sent by a
nationally-recognized overnight delivery service requiring a written
acknowledgement of receipt or providing a certification of delivery or attempted
delivery; (c) sent by certified or registered mail, return receipt requested; or
(d) sent by confirmed facsimile transmission or electronic delivery with an
original copy thereof transmitted to the recipient by one of the means described
in subsections (a) through (c) no later than 3 Business Days thereafter. 
All notices shall be deemed effective when actually delivered as documented in a
delivery receipt; provided, however, that if the notice was sent by overnight
courier or mail as aforesaid and is affirmatively refused or cannot be delivered
during customary business hours by reason of the absence of a signatory to
acknowledge receipt, or by reason of a change of address with respect to which
the addressor did not have either knowledge or written notice delivered in
accordance with this paragraph, then the first attempted delivery shall be
deemed to constitute delivery.  Each party shall be entitled to change its
address for notices from time to time by delivering to the other party notice
thereof in the manner herein provided for the delivery of notices.  All
notices shall be sent to the addressee at its address set forth following its
name below: 

To
Purchaser:

 

CH
18, LLC

c/o
Campus Habitat, LLC

145
Madison Ave., 6th Floor

New
York, New York  10016

Attention:
Maximus Yaney and Anthony Vulpi

Telephone:  212-419-4466

Facsimile: 
866-375-8073

Email: 
myaney@campushabitat.com

and 

c/o
Pilot Real Estate Group

10
Glenville Street

Floor
3 

Greenwich,
Connecticut 06831

Attention: 
Justin O’Leary

Telephone: 
203-531-7480

Facsimile: 
203-531-8351

Email: 
justin@pilotregroup.com

with
a copy to:

Pircher,
Nichols & Meeks

900
North Michigan Avenue

Suite
1050

Chicago,
Illinois  60611

Attention: 
Real Estate Notices (EJML/JDL)

Telephone: 
312-915-3113

Facsimile: 
312-915-3348

Email: 
eleone@pircher.com and

           
jlevy@pircher.com 

 

and
a copy to:

 

Steven
Mann, Esq.

Steven
Mann Attorney at Law

645
5th Avenue

8th
Floor

New
York, New York  10022

Telephone: 
212-689-6588, Ext. 214

Facsimile: 
212-689-8490

Email: 
Stephen.Mann@USA.NET 


 

 

To
Seller:

c/o AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  Mark
Reoch
Telephone:  303-691-4337 

Facsimile: 
303-300-3261 

Email: 
mark.reoch@aimco.com 

And:

AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
Trent Johnson

Telephone: 
303-691-4348

Facsimile: 
720-200-6881

Email: 
trent.johnson@aimco.com

with
copy to:

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

and
a copy to:

HFF, L.P.

One
Indiana Square

Suite
1330

Indianapolis
, Indiana  46204

Attention: 
Brian Kelly
Telephone:  317-632-7501
Facsimile: 
317-630-3190

Email: 
bkelly@hfflp.com

and
a copy to:

Ginsberg Jacobs LLC

300
S. Wacker Drive

Suite
2450

Chicago,
Illinois  60606

Attention: 
Steven F. Ginsberg
Telephone:  312-660-9614
Facsimile:
 312-660-9612
Email:  sginsberg@ginsbergjacobs.com

And

Attention:  Ana Acena
Telephone: 
312-660-9618
Facsimile:  312-660-9612
Email: 
aacena@ginsbergjacobs.com

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

First
American Title Insurance Company

633
Third Avenue

16th
Floor

New
York, New York 10017

Attention: 
Terry L. Outz

Telephone: 
(212) 850-0665

Facsimile: 
(212) 331-1485

Email: 
teoutz@firstam.com

 

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

13.7         
Governing Law and Venue.  The laws of the State of
Illinois shall govern the validity, construction, enforcement, and
interpretation of this Contract, unless otherwise specified herein except for
the conflict of laws provisions thereof.  All claims, disputes and other
matters in question arising out of or relating to this Contract, or the breach
thereof, shall be decided by proceedings instituted and litigated in a court of
competent jurisdiction in the state in which the Property is situated, and the
parties hereto expressly consent to the venue and jurisdiction of such
court.

13.8         
Entire Agreement.  This Contract embodies the entire
Contract between the parties hereto concerning the subject matter hereof and
supersedes all prior conversations, proposals, negotiations, understandings and
contracts, whether written or oral.

13.9         
Amendments.  This Contract shall not be amended,
altered, changed, modified, supplemented or rescinded in any manner except by a
written contract executed by all of the parties; provided, however, that, (a)
the signature of the Escrow Agent shall not be required as to any amendment of
this Contract other than an amendment of Section 2.3, and (b) the signature of the Broker shall
not be required as to any amendment of this Contract.

13.10     
Severability.  In the event that any part of this
Contract shall be held to be invalid or unenforceable by a court of competent
jurisdiction, such provision shall be reformed, and enforced to the maximum
extent permitted by law.  If such provision cannot be reformed, it shall be
severed from this Contract and the remaining portions of this Contract shall be
valid and enforceable.

13.11     
Multiple Counterparts/Facsimile Signatures.  This
Contract may be executed in a number of identical counterparts.  This
Contract may be executed by facsimile signatures or electronic delivery of signatures which shall be binding on
the parties hereto, with original signatures to be delivered as soon as
reasonably practical thereafter.

13.12     
Construction.  No provision of this Contract shall be
construed in favor of, or against, any particular party by reason of any
presumption with respect to the drafting of this Contract; both parties, being
represented by counsel, having fully participated in the negotiation of this
instrument.

13.13     
Confidentiality.  Seller and Purchaser shall not
disclose the terms and conditions contained in this Contract and shall keep the
same confidential, provided that each may disclose the terms and conditions of
this Contract (a) as required by law, (b) to consummate the terms of this
Contract, or any financing relating thereto, or (c) to its lenders, attorneys,
Consultants, partners and investors (either potential or actual) and
accountants.  Furthermore, Seller may disclose the terms and conditions of
this Contract as is necessary, in Seller's sole discretion, in order for Seller
to make any public disclosures required under federal or state securities laws
or regulations.  Any information obtained by Purchaser in the course of its
inspection of the Property (except to the extent already in the public domain),
and any Materials provided by Seller to Purchaser hereunder (except to the
extent already in the public domain), shall be confidential and Purchaser shall
be prohibited from making such information public to any other person or entity
other than its Consultants or as set forth above, without Seller's prior written
authorization, which may be granted or denied in Seller's sole discretion. 
In addition, each party shall use its reasonable efforts to prevent its
Consultants from divulging any such confidential information to any unrelated
third parties except for the limited purpose of analyzing and investigating such
information for the purpose of consummating the transaction contemplated by this
Contract.  Unless and until the Closing occurs, Purchaser shall not market
the Property (or any portion thereof) to any prospective purchaser or lessee
without the prior written consent of Seller, which consent may be withheld in
Seller's sole discretion.

13.14     
Time of the Essence.  It is expressly agreed by the
parties hereto that time is of the essence with respect to this Contract and any
aspect thereof.

13.15     
Waiver.  No delay or omission to exercise any right or
power accruing upon any default, omission, or failure of performance hereunder
shall impair any right or power or shall be construed to be a waiver thereof,
but any such right and power may be exercised from time to time and as often as
may be deemed expedient.  No waiver, amendment, release, or modification of
this Contract shall be established by conduct, custom, or course of dealing and
all waivers must be in writing and signed by the waiving party.

13.16     
Attorneys' Fees.  In the event either party hereto
commences litigation or arbitration against the other to enforce its rights
hereunder, the substantially prevailing party in such litigation shall be
entitled to recover from the other party its reasonable attorneys' fees and
expenses incidental to such litigation and arbitration, including the cost of
in-house counsel and any appeals.

13.17     
Time Zone/Time Periods.  Any reference in this
Contract to a specific time shall refer to the time in the time zone where the
Property is located.  (For example, a reference to 3:00 p.m. refers to 3:00
p.m. MST if the Property is located in Denver, Colorado.)  Should the
last day of a time period fall on a weekend or legal
holiday, the next Business Day thereafter shall be considered the end of the
time period.

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

13.19     
No Personal Liability of Officers, Trustees or
Directors.  Purchaser acknowledges that this Contract is entered
into by Seller which is a Massachusetts limited partnership, and Purchaser
agrees that none of Seller's affiliates, parent and subsidiary entities,
successors, assigns, partners, managers, members, employees, officers,
directors, trustees, shareholders, counsel, representatives, agents, Property
Manager, Regional Property Manager, or AIMCO shall have any personal liability
under this Contract or any document executed in connection with the transactions
contemplated by this Contract.  Seller acknowledges that this Contract is
entered into by Purchaser which is a Delaware limited liability company, and
Seller agrees that none of Purchaser, or Purchaser’s partners, managers,
members, employees, officers, directors, trustees, shareholders, counsel,
representatives, or agents shall have any personal liability under this Contract
or any document executed in connection with the transactions contemplated by
this Contract.

13.20     
ADA Disclosure.  Purchaser
acknowledges that the Property may be subject to the federal Americans With
Disabilities Act (the “ADA”) and the federal Fair Housing Act (the
“FHA”).  The ADA requires, among other matters, that tenants
and/or owners of “public accommodations” remove barriers in order to make the
Property accessible to disabled persons and provide auxiliary aids and services
for hearing, vision or speech impaired persons.  Seller makes no warranty,
representation or guarantee of any type or kind with respect to the Property's
compliance with the ADA or the FHA (or any similar state or local law), and
Seller expressly disclaims any such representations.

13.21     
No Recording.  Purchaser shall not cause or allow this
Contract or any contract or other document related hereto, nor any memorandum or
other evidence hereof, to be recorded or become a public record without Seller's
prior written consent, which consent may be withheld at Seller's sole
discretion.  If Purchaser records this Contract or any other memorandum or
evidence thereof, Purchaser shall be in default of its obligations under this
Contract.  Purchaser hereby appoints Seller as Purchaser's attorney-in-fact
to prepare and record any documents necessary to effect the nullification and
release of the Contract or other memorandum or evidence thereof from the public
records.  This appointment shall be coupled with an interest and
irrevocable.

13.22     
Relationship of Parties.  Purchaser and Seller
acknowledge and agree that the relationship established between the parties
pursuant to this Contract is only that of a seller and a purchaser of
property.  Neither Purchaser nor Seller is, nor shall either hold itself
out to be, the agent, employee, joint venturer or partner of the other
party.

13.23     
AIMCO Marks.  Purchaser agrees that Seller, the
Property Manager or AIMCO, or their respective affiliates, are the sole owners
of all right, title and interest in and to the AIMCO Marks (or have the right to
use such AIMCO Marks pursuant to license agreements with third parties) and that
no right, title or interest in or to the AIMCO Marks is granted, transferred,
assigned or conveyed as a result of this Contract.  Purchaser further
agrees that Purchaser will not use the AIMCO Marks for any purpose.

13.24     
Non-Solicitation of Employees.  Prior to the
expiration of the Feasibility Period, Purchaser acknowledges and agrees that,
without the express written consent of Seller, neither Purchaser nor any of
Purchaser's employees, affiliates or agents shall solicit any of Seller's
employees or any employees located at the Property (or any of Seller's
affiliates' employees located at any property owned by such affiliates) for
potential employment.

13.25     
Survival.  Except for (a) all of the provisions of
this Article XIII (other
than Section 13.18); (b)
Sections 2.3, 3.3, 3.4, 3.5, 5.4, 5.5, 6.1 (subject to the limitations on
survival and liability set forth in Section 6.3), 6.2, 6.3, 6.5, 9.1, 9.2, 11.4, 13.1, 13.7, 13.27 and 14.2; (c) any other provisions in this
Contract, that by their express terms survive the termination of this Contract
or the Closing; and (d) any payment or indemnity obligation of Purchaser under
this Contract (the foregoing (a), (b), (c) and (d) referred to herein as the
“Survival Provisions”), none of the terms and provisions of this
Contract shall survive the termination of this Contract, and if the Contract is
not so terminated, all of the terms and provisions of this Contract (other than
the Survival Provisions, which shall survive the Closing) shall be merged into
the Closing documents and shall not survive Closing.

13.26     
Multiple Purchasers.  As used in this Contract, the
term “Purchaser” includes all entities acquiring any interest in
the Property at the Closing, including, without limitation, any assignee(s) of
the original Purchaser pursuant to Section 13.3 of this Contract.  In the event
that “Purchaser” has any obligations or makes any covenants,
representations or warranties under this Contract, the same shall be made
jointly and severally by all entities being a Purchaser hereunder.  

13.27     
WAIVER OF JURY TRIAL.  THE PARTIES HERETO WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY
OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
CONTRACT.

13.28     
Press Releases.  Except for any public filings or
other statements or disclosures required of Seller or its affiliates by
applicable laws, any press release issued with respect to the transactions
contemplated by this Contract prior to Closing shall be subject to the prior
approval of Purchaser. 

13.29     
Exclusivity.  For as long as this Contract is in
effect, Seller shall not negotiate, solicit or accept offers regarding the
financing or purchase of all or any portion of the Property or the ownership
interests in Seller. 

Article
XIV
LEAD–BASED PAINT DISCLOSURE

14.1         
Disclosure.  Seller and Purchaser hereby acknowledge
delivery of the Lead Based Paint Disclosure attached as Exhibit H
hereto.  

14.2         
Consent Agreement.  

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

 

[Remainder of Page Intentionally Left Blank]




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

 

Seller:

 

HCW Pension Real Estate Fund Limited
Partnership, a Massachusetts limited partnership

 

By:      
HCW GENERAL PARTNER, LIMITED PARTNERSHIP, a Texas limited partnership, its
general partner

 

By:      
IH, INC., a Delaware corporation,

its
general partner

 

 

By: 
/s/Trent A. Johnson

Name:
 Trent A. Johnson

Title: 
Vice President

 

 

Purchaser:

 

CH
18, LLC,

a
Delaware limited liability company

 

By: 
/s/Eric Schwartz

Eric
Schwartz

Authorized
Signatory