Exhibit
10.48

PURCHASE
AND SALE CONTRACT

BETWEEN

CONSOLIDATED CAPITAL GROWTH FUND,


a California limited
partnership

 

 

 

AS SELLER

 

 

 

AND

 

 

 

THE EMBASSY GROUP
LLC,

a New York limited liability company

AS
PURCHASER

THE
LAKES APARTMENTS

 




Table of Contents

 

	
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
	
6

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Existing
Deed of Trust
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
7

	
 
	
4.7
	
Purchaser
Financing
	
8

	
 
	
4.8
	
Housing
Assistance Program Vouchers
	
8

	
Article
V
	
CLOSING
	
8

	
 
	
5.1
	
Closing
Date
	
8

	
 
	
5.2
	
Seller
Closing Deliveries
	
8

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
9

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
9

	
 
	
5.5
	
Post
Closing Adjustments
	
12

	
Article
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER
	
 

	
 
	
and
purchaser
	
12

	
 
	
6.1
	
Seller’s
Representations
	
12

	
 
	
6.2
	
AS‐IS
	
13

	
 
	
6.3
	
Survival
of Seller’s Representations
	
14

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
15

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
15

	
Article
VII
	
OPERATION
OF THE PROPERTY
	
16

	
 
	
7.1
	
Leases
and Property Contracts
	
16

	
 
	
7.2
	
General
Operation of Property
	
16

	
 
	
7.3
	
Liens
	
16

	
Article
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
17

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
17

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
17

	
Article
IX
	
BROKERAGE
	
18

	
 
	
9.1
	
Indemnity
	
18

	
 
	
9.2
	
Broker
Commission
	
18

	
Article
X
	
DEFAULTS
AND REMEDIES
	
18

	
 
	
10.1
	
Purchaser
Default
	
18

	
 
	
10.2
	
Seller
Default
	
19

	
Article
XI
	
RISK
OF LOSS OR CASUALTY
	
20

	
 
	
11.1
	
Major
Damage
	
20

	
 
	
11.2
	
Minor
Damage
	
20

	
 
	
11.3
	
Closing
	
20

	
 
	
11.4
	
Repairs
	
21

	
Article
XII
	
EMINENT
DOMAIN
	
21

	
 
	
12.1
	
Eminent
Domain
	
21

	
Article
XIII
	
MISCELLANEOUS
	
21

	
 
	
13.1
	
Binding
Effect of Contract
	
21

	
 
	
13.2
	
Exhibits
and Schedules
	
21

	
 
	
13.3
	
Assignability
	
21

	
 
	
13.4
	
Captions
	
22

	
 
	
13.5
	
Number
and Gender of Words
	
22

	
 
	
13.6
	
Notices
	
22

	
 
	
13.7
	
Governing
Law and Venue
	
24

	
 
	
13.8
	
Entire
Agreement
	
24

	
 
	
13.9
	
Amendments
	
24

	
 
	
13.10
	
Severability
	
24

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
24

	
 
	
13.12
	
Construction
	
24

	
 
	
13.13
	
Confidentiality
	
25

	
 
	
13.14
	
Time
of the Essence
	
25

	
 
	
13.15
	
Waiver
	
25

	
 
	
13.16
	
Attorneys
Fees
	
25

	
 
	
13.17
	
Time
Zone/Time Periods
	
25

	
 
	
13.18
	
1031
Exchange
	
25

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
26

	
 
	
13.20
	
No
Exclusive Negotiations
	
26

	
 
	
13.21
	
ADA
Disclosure
	
26

	
 
	
13.22
	
No
Recording
	
26

	
 
	
13.23
	
Relationship
of Parties
	
27

	
 
	
13.24
	
Dispute
Resolution
	
27

	
 
	
13.25
	
AIMCO
Marks
	
27

	
 
	
13.26
	
Non‐Solicitation
of Employees
	
27

	
 
	
13.27
	
Survival
	
27

	
 
	
13.28
	
Multiple
Purchasers
	
28

	
Article
XIV
	
LEAD–BASED
PAINT DISCLOSURE
	
28

	
 
	
14.1
	
Disclosure
	
28

	
 
	
14.2
	
Consent
Agreement
	
28

	
Article
XV
	
CROSS
TERMINATION
	
28

	
 
	
15.1
	
Cross
Termination
	
28

						


 

 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 28th day of October, 2008 (the "Effective
Date"), by and CONSOLIDATED CAPITAL GROWTH FUND, a California
limited partnership, having an address at 4582 South Ulster Street Parkway,
Suite 1100, Denver, Colorado 80237 ("Seller"), and THE EMBASSY
GROUP LLC, a New York limited liability company, having a principal address
at 3 College Road, Suite 203, Airmont, New York 10952
("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 Wake County, North Carolina, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as The Lakes
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
$26,000,000, payable by Purchaser, as follows:

2.2.1       
Within 2 Business Days following the Effective Date, Purchaser shall
deliver to LandAmerica Commercial Services, c/o Peppy Newton, One Market Plaza,
Spear St. Tower, Suite 1850, San Francisco, CA 94105 ("Escrow
Agent" or "Title Insurer") an initial deposit (the
"Initial Deposit") of $260,000 by wire transfer of immediately
available funds ("Good Funds").  The Initial Deposit
shall be held and disbursed in accordance with the escrow provisions set forth
in Section 2.3.

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 $260,000 by wire transfer of Good Funds.  The
Additional Deposit shall be held and disbursed in accordance with the escrow
provisions set forth in Section 2.3.

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
12:00 noon (in the time zone in which the Escrow Agent is located) on the
Closing Date (or such earlier time as required by Seller’s lender).

2.3             
Escrow Provisions Regarding Deposit.

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

2.3.2       
Escrow Agent shall hold the Deposit until the earlier occurrence of
(i) the Closing Date, at which time the Deposit shall be applied against
the Purchase Price, or (ii) the date on which Escrow Agent shall be
authorized to disburse the Deposit as set forth in Section 2.3.3.  The tax identification numbers
of the parties shall be furnished to Escrow Agent upon request.

2.3.3       
If the Deposit has not been released earlier in accordance with
Section 2.3.2 and 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 (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 Deposit to
Purchaser).  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 deposit 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.  

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 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, which shall constitute the sole instructions to Escrow Agent. 
Escrow Agent shall execute the signature page for Escrow Agent attached hereto
with respect to the provisions of this Section 2.3; provided, however, that (a)
Escrow Agent’s signature hereon shall not be a prerequisite to the binding
nature of this Contract on Purchaser and Seller, and (b) the signature of Escrow
Agent will not be necessary to amend any provision of this Contract other than
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.

2.3.7       
The provisions of this Section 2.3 shall survive the termination of this
Contract, and if not so terminated, the Closing and delivery of the Deed to
Purchaser.

Article
III
FEASIBILITY PERIOD

3.1             
Feasibility Period.  Subject to the terms of
Section 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: 

3.1.1       
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");

3.1.2       
To confirm any and all matters which Purchaser may reasonably desire to
confirm with respect to the Property;

3.1.3       
To ascertain and confirm the suitability of the Property for Purchaser’s
intended use of the Property;

3.1.4       
To review the Materials at Purchaser’s sole cost and expense.

3.2             
Expiration of Feasibility Period.  If the results of
any of the matters in Section 3.1 appear unsatisfactory to Purchaser for any
reason or if Purchaser elects not to proceed with the transaction contemplated
by this Contract for any other 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 on or before 5:00 p.m. (in the time zone in which the Escrow Agent
is located) on the date of expiration of the Feasibility
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 forthwith return the Initial
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 Deposit to Purchaser).  If Purchaser fails to provide Seller with
written notice of termination prior to the expiration of the Feasibility Period
in strict accordance with the notice provisions of this Contract, 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 (including both the
Initial Deposit and, when delivered in accordance with Section 2.2.2, the
Additional Deposit), except as expressly set forth herein to the contrary, shall
be non-refundable, and Purchaser's obligation to purchase the Property shall be
non-contingent and unconditional except only for satisfaction of the conditions
expressly stated 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 notice to
Seller a reasonable time prior to entry onto the Property and shall permit
Seller to have a representative present during all investigations and
inspections of the Property 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 or the environment and cause no damage
to the Property or other property of Seller or other persons.  All
information made available by Seller to Purchaser in accordance with this
Contract or obtained by Purchaser in the course of its Inspections shall be
treated as confidential information by Purchaser, and, prior to the purchase of
the Property by Purchaser, Purchaser shall use its commercially reasonable
efforts to prevent its Consultants from divulging such information to any
unrelated third parties except as reasonably necessary to third parties engaged
by Purchaser for the limited purpose of analyzing and investigating such
information for the purpose of consummating the transaction contemplated by this
Contract or any financing in connection therewith. The provisions of this
Section 3.3 shall survive the termination of this Contract, and if not so
terminated shall survive (except for the confidentiality provisions of this
Section 3.3) the Closing and delivery of the Deed to Purchaser.

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, liabilities, penalties, interest, losses, demands, actions, causes of
action, claims, costs and expenses (including reasonable attorneys’ fees,
including the cost of in‐house counsel and appeals) (collectively,
"Losses") arising from or related to Purchaser’s or its
Consultants’ entry onto the Property, and any Inspections or other matters
performed by Purchaser or Purchaser’s Consultants with
respect to the Property during the Feasibility Period or otherwise. 
Purchaser shall, however, not be liable for any damages incurred by Seller
resulting from the mere discovery by Purchaser of a pre-existing condition at or
with regard to the Property; provided, however, that, if Purchaser proceeds with
acquisition of the Property after the expiration of the Feasibility Period,
Purchaser shall accept the Property with such pre-existing condition and assume
any liabilities associated therewith.

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 may be withheld in Seller’s sole
discretion.  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 use commercially reasonable efforts to
minimize disruption to Tenants in connection with Purchaser’s or its
Consultants’ activities pursuant to this Section.  No consent by the 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 and cause its third party consultants to
maintain (a) casualty insurance and commercial general liability insurance with
coverages of not less than $1,000,000.00 for injury or death to any one person
and $3,000,000.00 for injury or death to more than one person and $1,000,000.00
with respect to property damage, and (b) worker’s compensation insurance
for all of their respective employees in accordance with the law of the state 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.  The provisions of this Section
3.4 shall survive the termination of this Contract, and if not so
terminated, the Closing and delivery of the Deed to Purchaser.

3.5             
Property Materials.

3.5.1       
To the extent the same exist and are in Seller's possession or reasonable
control (subject to Section 3.5.2), Seller agrees to make the documents
set forth on Schedule 3.5 (the "Materials") available at the
Property for review and copying by Purchaser at Purchaser's sole cost and
expense.  In the alternative, at Seller's option, Seller may deliver some
or all of the Materials to Purchaser, or make the same available to Purchaser on
a secure web site (Purchaser agrees that any item to be delivered by Seller
under this Contract shall be deemed delivered to the extent available to
Purchaser on such secured web site).  To the extent that Purchaser
determines that any of the Materials have not been made available or delivered
to Purchaser pursuant to this Section 3.5.1, Purchaser shall notify
Seller and Seller shall use commercially reasonable efforts to deliver the same
to Purchaser within 5 Business Days after such notification is received by
Seller; provided, however, that under no circumstances will the Feasibility
Period be extended and Purchaser's sole remedy will be to terminate this
Contract pursuant to Section 3.2.

3.5.2       
In providing such information and the Materials to Purchaser, other than
Seller’s Representations, Seller makes no representation or warranty, express,
written, oral, statutory, or implied, and all such representations and
warranties are hereby expressly excluded and disclaimed.  Any information
and Materials provided by Seller to Purchaser pursuant to this Contract is for
informational purposes only and, together with all Third‐Party Reports, shall be
returned by Purchaser to Seller (or the destruction thereof shall be certified
in writing by Purchaser to Seller) as a condition to return of the Deposit to
Purchaser (if Purchaser is otherwise entitled to such Deposit pursuant to the
terms of this Contract) if this Contract is terminated for any reason. 
Purchaser shall not in any way be entitled to rely upon the accuracy of such
information and Materials.  Purchaser recognizes and agrees that the
Materials and other documents and information delivered or made available by
Seller pursuant to this Contract may not be complete or constitute all of such
documents which are in Seller's possession or control, but are those that are
readily available to Seller after reasonable inquiry to ascertain their
availability.  Purchaser understands that, although Seller will use
commercially reasonable efforts to locate and make available the Materials and
other documents required to be delivered or made available by Seller pursuant to
this Contract, Purchaser will not rely on such Materials or other documents as
being a complete and accurate source of information with respect to the
Property, 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.

3.5.3       
In addition to the items set forth on Schedule 3.5, no later than
3 Business Days after the Effective Date, 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 listing the move‐in date, monthly base rent payable, lease
expiration date and unapplied security deposit for each Lease (the "Rent
Roll").  The Rent Roll shall be part of the Materials for all
purposes under this Contract.  Seller makes no representations or
warranties regarding the Rent Roll other than the express representations or
warranties regarding the Rent Roll set forth in Section 6.1.6.  Seller shall update the
Rent Roll in accordance with Section 5.2.9.

3.5.4       
In addition to the items set forth on Schedule 3.5, no later than
3 Business Days after the Effective Date, 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.  Seller shall update the
Property Contracts in accordance with Section 5.2.10.

3.5.5       
The provisions of this Section 3.5 shall survive the Closing and delivery
of Deed to Purchaser.

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,
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
simultaneously therewith, Purchaser shall deliver to Seller a vendor termination
notice (in the form attached hereto as Exhibit F) for each
Terminated Contract informing the vendor(s) of the
termination of such Terminated Contract as of the Closing Date (subject to any
delay in the effectiveness of such termination pursuant to the express terms of
each applicable Terminated Contract) (the "Vendor
Terminations").  Seller shall sign the Vendor Terminations
prepared by Purchaser, and deliver them to all applicable vendors.  To the
extent that any Property Contract to be assigned to Purchaser requires vendor
consent, then, prior to the Closing, Purchaser may attempt to obtain from each
applicable vendor a consent (each a "Required Assignment Consent")
to such assignment.  Seller agrees to reasonably cooperate, at no material
cost to Seller, with Purchaser in obtaining such Required Assignment Consent.
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 obtain any Required Assignment Consent.

Article
IV
TITLE

4.1             
Title Documents.  Within 10 days after the Effective
Date, Seller shall cause to be delivered to Purchaser a standard form commitment
("Title Commitment") to provide a standard American Land Title
Association owner’s title insurance policy for the Property, using the most
recent standard American Land Title Association form, 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 basic 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 3 Business Days after
the Effective Date, Seller shall deliver to Purchaser or make available at the
Property any existing survey of the Property (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 or 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 but not beyond the expiration of Purchaser’s
mortgage commitment or rate lock.  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 and taxes due
and payable with respect to the period preceding Closing, (c) the standard
exception regarding the rights of parties in possession, which shall be limited
to those parties in possession pursuant to the Leases, and (d) the standard
exception pertaining to taxes, which shall be limited to taxes and assessments
payable in the year in which the Closing occurs and subsequent taxes and
assessments;

4.4.2       
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; and

4.4.5       
The terms and conditions of this Contract.

4.5             
Existing Deed of Trust.  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 (collectively, the
"Deed of Trust") or other monetary liens voluntarily caused or
created by Seller after the Effective Date, 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.

4.6             
Subsequently Disclosed Exceptions.  If at any time
after the expiration of the Feasibility Period, any update to the Title
Commitment discloses any additional item that materially adversely affects title
to the Property which was not disclosed on any version of the Title Commitment
delivered to Purchaser during the Feasibility Period (the "New
Exception"), Purchaser shall have a period of 5 days from the date
of its receipt of such update (the "New Exception Review Period")
to review and notify 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 but not beyond the
expiration of Purchaser’s mortgage commitment or rate lock.  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 clause 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             
Purchaser Financing.  Purchaser assumes full
responsibility to obtain the funds required for settlement, and Purchaser’s
acquisition of such funds shall not be a contingency to the
Closing.

4.8             
Housing Assistance Program Vouchers.  
Intentionally deleted.

Article
V
CLOSING

5.1             
Closing Date.  The Closing shall occur on or before
December 12, 2008 at the time set forth in Section 2.2.3 (the "Closing Date")
through an escrow with Escrow Agent, whereby the 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 that Purchaser
is not in default under the terms of this Contract, Purchaser shall be permitted
a one-time extension of the Closing Date to January 6, 2009 by delivering
written notice to Seller no later than 7 days prior to the scheduled Closing
Date specified in the first sentence of this paragraph.  In the event
Purchaser does not extend the Closing date as provided in the foregoing
sentence, Seller may extend the Closing Date to any date up to and including
January 6, 2009, provided Seller provides Purchaser with notice at least three
Business Days prior to the new Closing Date.  

5.2             
Seller Closing Deliveries.  No later than 1 Business
Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the
following items:

5.2.1       
Limited 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       
A closing statement executed by Seller.

5.2.6       
A title affidavit or at Seller's option an indemnity, as applicable, in
the customary form to enable Title Insurer to delete the standard exceptions to
the title insurance policy set forth in this Contract (other than matters
constituting any Permitted Exceptions and matters which are to be completed or
performed post-Closing) to be issued pursuant to the Title Commitment; provided
that such affidavit does not subject Seller to any greater liability, or impose
any additional obligations, other than as set forth in this Contract.

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 reflecting the information required in Section
3.5.3; 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 reflecting the information required in Section
3.5.4; 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 letter in the
form attached hereto as Exhibit F prepared and signed by Seller to each
of the vendors under the Terminated Contracts  (Purchaser shall be solely
responsible for identifying each of the Terminated Contracts) informing them of
the termination of such Terminated Contract as of the Closing Date (subject to
any delay in the effectiveness of such termination Notification letters to all
Tenants prepared and executed by Seller in the form attached hereto as
Exhibit G pursuant to the express terms of each applicable Terminated
Contract) (the "Vendor Terminations").

5.3             
Purchaser Closing Deliveries.  No later than
1 Business Day prior to the Closing Date (except for the balance of the
Purchase Price which is to be delivered at the time specified in
Section 2.2.3),
Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the
Closing) the following items:

5.3.1       
The full Purchase Price (with credit for the Deposit), plus or minus the
adjustments or prorations required by this Contract.

5.3.2       
A title affidavit (or at Purchaser's option an indemnity) pertaining to
Purchaser's activity on the Property prior to Closing, in the customary form to
enable Title Insurer to delete the standard exceptions to the title insurance
policy set forth in this Contract (other than matters constituting any Permitted
Exceptions and matters which are to be completed or performed post-Closing) to
be issued pursuant to the Title Commitment; provided that such affidavit does
not subject Purchaser to any greater liability, or impose any additional
obligations, other than as set forth in this Contract. 

5.3.3       
Any declaration or other statement which may be required to be submitted
to the local assessor with respect to the terms of the sale of the Property.

5.3.4       
A closing statement executed by Purchaser.

5.3.5       
A countersigned counterpart of the General Assignment.

5.3.6       
A countersigned counterpart of the Leases Assignment.

5.3.7       
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof.

5.3.8       
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser’s
authority to consummate this transaction.

5.4             
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 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.  Such adjustments shall be paid by Purchaser to Seller (if the
prorations result in a net credit to Seller) or by Seller to Purchaser (if the
prorations result in a net credit to Purchaser), by increasing or reducing the
cash to be paid by Purchaser at 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 and a
readjustment made within 30 days after the Closing, if necessary.  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.

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 payable in the
calendar year of Closing, shall be prorated to the date of Closing, based upon
actual days involved.  The proration of real property taxes or installments
of assessments shall be based upon the assessed valuation and tax rate figures
(assuming payment at the earliest time to allow for the maximum possible
discount) for the year in which the Closing occurs to the extent the same are
available; provided, however, that in the event that actual figures (whether for
the assessed value of 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 (prorated
for any partial month).  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.  Purchaser agrees to
bill Tenants of the Property for all Uncollected Rents and to take reasonable
actions to collect Uncollected Rents.  From and after the Closing, all 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 first applied to current rent owed to Purchaser (including
delinquent rent owed to Purchaser after Closing), then to delinquent rents owed
to Seller for periods prior to Closing.  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, including, without
limitation, the delivery to Seller, within 7 days after a written request,
of any relevant books and records (including, without limitation, rent
statements, receipted bills and copies of tenant checks used in payment of such
rent), the execution of any and all consents or other documents, and the
undertaking of any act reasonably necessary for the collection of such Uncollected Rents by Seller; 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 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.  Between the Effective Date and the Closing
Date, Seller shall not apply any Tenant Security Deposits against delinquent
rent of a Tenant unless such Tenant no longer occupies space at the
Property.

5.4.6.3           
With respect to operating expenses, taxes, utility charges, other
operating cost pass-throughs, retroactive rental escalations, sums or charges
payable by Tenants under the Tenant Leases, to the extent that Seller has
received as of the Closing payments allocable to periods subsequent to Closing,
the same shall be properly prorated with an adjustment in favor of Purchaser,
and Purchaser shall receive a credit therefor at Closing.  With respect to
any payments received by Purchaser after the Closing allocable to Seller prior
to Closing, Purchaser shall promptly pay the same to Seller.

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 the Closing Date, after which time the risk of
loss shall pass to Purchaser and Purchaser shall be responsible for obtaining
its own insurance thereafter.

5.4.8       
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 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 any
transfer, sales, use, gross receipts or similar taxes, the cost of recording any
instruments required to discharge any liens or encumbrances against the
Property, the base premium for the Title Policy to the extent required by
Section 4.1, and one‐half of the
customary closing costs of the Escrow Agent.  

5.4.10    Utility
Contracts.  Intentionally deleted.  

5.4.11   
Possession.  Possession of the Property, subject to the
Leases, Property Contracts, which are not identified as Terminated Contracts
during the Feasibility Period (subject to the limitations of Section
3.6), 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, including without limitation, the
Purchase Price.  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.  Prior to
Closing, Seller shall be entitled to copy any of Seller's Property-Related Files
and Records, and, following Closing, shall be entitled to retain such copies for
Seller's own use.  With respect to any of Seller's Related Files that are
not copied pursuant to the foregoing sentence, if at any time after Closing
Purchaser desires to dispose of Seller's Property-Related Files and Records,
Purchaser must first provide Seller prior written notice (the "Records
Disposal Notice").  Seller shall have a period of 30 days after
receipt of the Records Disposal Notice to enter the Property (or such other
location where such records are then stored) and remove or copy those of
Seller's Property Related Files and Records that Seller desires to retain. 
Survival.  The provisions of this Section 5.4 shall survive the
Closing and delivery of the Deed to Purchaser.  

5.5             
Post Closing Adjustments.  In general, and except as
provided in this Contract or the Closing Documents, Seller shall be entitled to
all income, and shall pay all expenses, relating to the operation of the
Property for the period prior to the Closing Date and Purchaser shall be
entitled to all income, and shall pay all expenses, relating to the operation of
the Property for the period commencing on and after the Closing Date. 
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 magnitude (either individually or
in the aggregate).  The provisions of this Section 5.5 shall survive
the Closing and delivery of the Deed to Purchaser.

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, subject to Section 8.2.4, 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.  Subject to
Section 8.2.4, this Contract
is a valid, binding and enforceable 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       
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 against the Property, which will adversely impact Seller’s ability
to convey the Property;

6.1.4       
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; and

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.

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       
Other than the Leases, the Property is not subject to any written lease
executed by Seller or, to Seller's knowledge, any other possessory interests of
any person.

6.1.9       
All penalty amounts required to be paid by AIMCO pursuant to the Consent
Agreement have been satisfied.

6.2             
AS‐IS.  Except for Seller’s Representations, the
Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL
FAULTS."  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, and 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, or on account of any conditions affecting the Property. 
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 or other conditions affecting the
Property.  Purchaser represents and warrants that, as of the date hereof
and as of the Closing Date, it has and shall have reviewed and conducted such
independent analyses, studies (including, without limitation, environmental
studies and analyses concerning the presence of lead, asbestos, water intrusion
and/or fungal growth and any resulting damage, PCBs and radon in and about the
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 shall rely only upon any
title insurance obtained by Purchaser with respect to title to the
Property.  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.  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.  Purchaser hereby
releases Seller from any and all claims and liabilities relating to the
foregoing matters.  The provisions of this Section 6.2 shall survive
Closing and delivery of the Deed to Purchaser.

6.3             
Survival of Seller’s Representations.  Seller and
Purchaser agree that Seller’s Representations shall survive Closing for a period
of 6 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 $500,000 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
Designated Representative of the Seller and shall not be construed to refer to
the knowledge of any other partner, officer, director, agent, employee or
representative of the Seller, or any affiliate of the Seller, or to impose upon
such Designated Representative any duty to investigate the matter to which such
actual knowledge or the absence thereof pertains, or to impose upon such
Designated Representative any individual personal liability.  As used
herein, the term Designated Representative shall refer to Dawn Bailey who is the
Regional Property Manager handling this Property (the "Regional Property
Manager").

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 New York.

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).

The
provisions of this Section 6.5 shall survive the Closing and delivery of the
Deed to Purchaser.

 

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 any new or renewed Leases shall not have a term in excess of 1 year
(or such longer period of time for which such Leases are entered into by Seller
in the ordinary course of its operation of the Property) without the prior
written consent of Purchaser, which consent shall not be unreasonably withheld,
conditioned or delayed.  From the period from the Effective Date  to
the Closing Date, Seller shall only enter into new Property Contracts that are
terminable on 30 days prior written notice without penalty or premium.

7.2             
General Operation of Property.  Except as specifically
set forth in this Article VII,
Seller shall operate and maintain the Property after the Effective Date in the
ordinary course of business, and except as necessary in the 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.

7.3             
Liens.  Other than utility easements necessary for the
operation of the Property and temporary construction easements granted by Seller
in the ordinary course of business, Seller covenants that it will not
voluntarily create or cause any lien, utility easement 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,
utility easement or encumbrance, which approval shall not be unreasonably
withheld or delayed.  If Purchaser approves any such subsequent lien,
utility easement 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.  Without limiting
any of the rights of Purchaser elsewhere provided for in this Contract,
Purchaser’s obligation to close under this Contract, shall be subject to and
conditioned upon the fulfillment of each and all 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 nor shall have been in the last 6 months a debtor in any
bankruptcy proceeding.

8.1.5       
There shall not be pending or, to the knowledge of either Purchaser or
Seller, any litigation or threatened litigation which, if determined adversely,
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 Seller.

Notwithstanding
anything to the contrary, subject to Articles XI, XII and XV hereof, there are
no other conditions on Purchaser’s obligation to Close except as expressly set
forth in this Section 8.1. 
If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive
any of the foregoing conditions and proceed to Closing on the Closing Date with
no offset or deduction from the Purchase Price, or (b) if such failure
constitutes a default by Seller, exercise any of its remedies pursuant to
Section 10.2.  If the
conditions set forth in Section 8.1.2  and Section 8.1.5
are not met, and Purchaser may, as its sole and exclusive remedy,
(i) notify Seller of Purchaser’s election to terminate this Contract and
receive a return of the Deposit from the Escrow Agent, or (ii) waive such
condition and proceed to Closing on the Closing Date with no offset or deduction
from the Purchase Price.

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 each and
all 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       
Seller shall have received all consents, documentation and approvals
necessary to consummate and facilitate the transactions contemplated hereby,
including, without limitation, a tax free exchange pursuant to
Section 13.18 (and the
amendment of Seller’s (or Seller’s affiliates’) partnership or other
organizational documents in connection therewith), (a) from Seller’s
partners, members, managers, shareholders or directors to the extent required by
Seller’s (or Seller’s affiliates’) organizational documents, and (b) as
required by law; and

8.2.5       
There shall not be pending or, to the knowledge of either Purchaser or
Seller, any litigation or threatened litigation which, if determined adversely,
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 obligation to close with respect to
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, or (b) terminate this Contract, and, if such failure
constitutes a default by Purchaser, exercise any of its remedies under
Section 10.1. If Seller is
unable to close with respect to the conveyance of the Property under this
Contract as a result of a failure to meet the conditions in Section
8.2.4, Purchaser shall be entitled to a return of Purchaser's Deposit.

Article
IX
BROKERAGE

9.1             
Indemnity.  Seller represents and warrants to
Purchaser that it has dealt only with Holliday Fenoglio Fowler, L.P., 3414
Peachtree Road NE, Suite 736, Atlanta, Georgia 30326
 ("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. The provisions of this Section 9.1 shall survive
the termination. 

9.2             
Broker Commission.  If the 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.  

9.3             
Broker Signature Page.  As a condition to Seller’s
obligation to pay the commission, pursuant to Section 9.2, Broker shall
execute the signature page for Broker attached hereto solely for purposes of
confirming the matters set forth therein; provided, however, that (a)
Broker's signature hereon shall not be a prerequisite to the binding nature of
this Contract on Purchaser and Seller, and the same shall become fully effective
upon execution by Purchaser and Seller, and (b) the signature of Broker will not
be necessary to amend any provision of this Contract.

Article
X
DEFAULTS AND REMEDIES

10.1         
Purchaser Default.  If Purchaser defaults in 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 the Seller the deliveries specified under
Section 5.3 on the date
required thereunder, or (c) deliver the Purchase Price at the time required
by Section 2.2.3 and close
on the purchase of the Property on the Closing Date, then, immediately and
without notice or cure, 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 in any of its other representations, warranties or obligations under
this Contract, and such default continues for more than 10 days after
written notice from 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, prior to the Closing,
defaults in its representations, warranties, covenants, or obligations under
this Contract, including to sell the Property as required by this Contract and
such default continues for more than 10 days after written notice from
Purchaser (except that with respect to Seller’s to close in accordance with
Section 5.2 or Seller’s failure to make the deliveries
specified under Section 5.2 on the date required thereunder, for which no notice
shall be required), then, at Purchaser’s election and as Purchaser’s sole and
exclusive remedy, either (a) this Contract shall terminate, and all
payments and things of value, including the Deposit, provided by Purchaser
hereunder shall be returned 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) 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 aggregate, or (b) Purchaser may seek
specific performance of Seller's obligation to deliver the Deed pursuant to this
Contract (but not damages).  Purchaser agrees that it shall promptly
deliver to Seller an assignment, without recourse, of all of Purchaser's right,
title and interest in and to (together with possession of) all plans, studies,
surveys, reports, and other materials paid for with the out-of-pocket expenses
reimbursed by 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
REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS CONTRACT.  UNDER NO CIRCUMSTANCES MAY
PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE,
SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES,
FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR
COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT.  PURCHASER SPECIFICALLY
WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS
AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS
CONTRACT AND HAS FILED 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 Closing, and the cost
for repairs is more than $250,000, then Seller shall have no obligation to
repair such damage or destruction, and shall notify Purchaser in writing of such
damage or destruction (the "Damage Notice").  Within 10 days
after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its
option to terminate this Contract by delivering written notice to Seller and
receive a return of the Deposit from the Escrow Agent.  In the event
Purchaser fails to terminate this Contract within the foregoing 10‐day period,
this transaction shall be closed in accordance with the terms of this Contract
for the full Purchase Price, notwithstanding any such damage or destruction, and
Purchaser shall, at Closing, execute and deliver an assignment and assumption
(in a form prepared by Seller and reasonably acceptable to Purchaser) of
Seller's rights and obligations with respect to the insurance claim and related
to such casualty, and thereafter Purchase shall receive all remaining insurance
proceeds pertaining to such claim (plus a credit against the Purchase Price at
Closing in the amount of (i) any deductible payable by
Seller in connection therewith; and (ii) any insurance proceeds previously paid
to Seller in connection with such damage or destruction, and not spent by Seller
for demolition, site cleaning, restoration or other repairs).

11.2         
Minor Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to the Closing, and the
cost of Repairs is equal to or less than $250,000, this transaction shall be
closed in accordance with the terms of this Contract, notwithstanding the damage
or destruction; provided, however, Seller shall 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.  Subject to Section
11.3, if Seller is unable to effect such repairs prior to Closing, then
Purchaser shall, at Closing, execute and deliver an assignment and assumption
(in a form prepared by Seller and reasonably acceptable to Purchaser) of
Seller's rights and obligations with respect to the insurance claim and related
to such casualty, and thereafter Purchase shall receive all remaining insurance
proceeds pertaining to such claim (plus a credit against the Purchase Price at
Closing in the amount of (i) any deductible payable by Seller in connection
therewith; and (ii) any insurance proceeds previously paid to Seller in
connection with such damage or destruction, and not spent by Seller for
demolition, site cleaning, restoration or other repairs). If the damage or
destruction is not covered by insurance, then Seller shall either repair the
damage or provide a reasonable credit against the Purchase Price.

11.3         
Repairs.  To the extent that Seller elects to commence
any repair, replacement or restoration of the Property prior to Closing, then
Seller shall be entitled to receive and apply available insurance proceeds to
any portion of such repair, replacement or restoration completed or installed
prior to Closing, with Purchaser being responsible for completion of such
repair, replacement or restoration after Closing from the balance of any
available insurance proceeds.  To the extent that any repair, replacement
or restoration of a casualty has been commenced prior to Closing, then the
Property Contracts shall include, and Purchaser shall assume at Closing, all
construction and other contracts entered into by Seller in connection with such
repair, replacement or restoration, provided that Purchaser shall have approved,
in writing, such construction or other contracts, such approval not to be
unreasonably withheld or delayed.  The provisions of this Section
11.3 shall survive the Closing and delivery of the Deed to
Purchaser.

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 (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 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,
heirs and permitted assigns.

13.2         
Exhibits and Schedules.  All Exhibits and Schedules,
are a part of this Contract for all purposes.

13.3         
Assignability.  This Contract is not assignable by
Purchaser without first obtaining the prior written approval of the Seller,
except that Purchaser may assign this Contract, without first obtaining the
prior written approval of the Seller, to one or more entities so long as
(a) Purchaser is an affiliate of the purchasing entity(ies),
(b) Purchaser is not released from its liability hereunder, and
(c) Purchaser provides written notice to 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:

 

The
Embassy Group LLC

3
College Road, Suite 203

Airmont,
New York 10952

Attention:
David Willner

Telephone:
845-504-3151

Facsimile:
845-371-7516

E-mail:
david@theembassygroupllc.com

 

 

With
copy to:

 

Morris Silberberg
4552 Route 9 North

Howell,
New Jersey 07731

Telephone: 732-367-9500
Facsimile: 732-367-9495

E-mail:
msilberberg@sklawgroup.com

 

To
Seller:

 

Consolidated
Capital Growth Fund

c/o
AIMCO

4582
South Ulster Street Parkway, Suite 1100

Denver,
Colorado  80237

Attention:
Mark Reoch

Telephone:  303-691-4337
Facsimile: 
303-300-3261

E-mail: mark.reoch@aimco.com 

 

and:

 

c/o
AIMCO

4582
South Ulster Street Parkway, Suite 1100

Denver,
Colorado  80237

Attention: 
Mr. Harry Alcock

Telephone: 
303-691-4344

Facsimile: 
303-300-3282

 

with copy to:



AIMCO

4582 South Ulster Street Parkway, Suite 1100

Denver,
Colorado  80237

Attention:
Trent Johnson, Esq.

Telephone:
303-691-4303

Facsimile: 
303-300-3260

E-mail:
trent.johnson@aimco.com         

 

and
a copy to:

 

Holliday
Fenoglio Fowler, L.P.

3414
Peachtree Road NE, Suite 736

Atlanta,
Georgia 30326

Attention:
Jason Nettles 

Telephone: 
(404) 942-3186 

Facsimile: 
(404) 832-8466

E-mail:
jnettles@hfflp.com        

 

and
a copy to:

 

Kutak Rock LLP
1801 California Street, Suite 3100 
Denver,
Colorado  80202
Attention:  Kelly G. Reynoldson, Esq.
Telephone:
303-297-2400
Facsimile:  303-292-7799

E-mail:
kelly.reynoldson@kutakrock.com        


 

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

LandAmerica
Commercial Services, Inc.

One
Market Plaza

Spear
St. Tower, Suite # 1850

San
Francisco, California 94105

Attention:
Peppy Newton

Telephone:
415-247-2426

Facsimile:
415-512-0146

E-mail:
pnewton@landam.com 
            

 

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

13.7         
Governing Law and Venue.  The laws of the State of
North Carolina shall govern the validity, construction, enforcement, and
interpretation of this Contract, unless otherwise specified herein except for
the conflict of laws provisions thereof.  Subject to
Section 13.24, all
claims, disputes and other matters in question arising out of or relating to
this Contract, or the breach thereof, shall be decided by
proceedings instituted and litigated in a court of competent jurisdiction in the
state in which the 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) as provided in Section 2.3.5 above, 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) as provided in Section 9.3 above, 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  which shall be binding on
the parties hereto, with original signatures to be delivered as soon as
reasonably practical thereafter.

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

13.13     
Confidentiality.  Purchaser shall not disclose the
terms and conditions contained in this Contract and shall keep the same
confidential, provided that Purchaser may disclose the terms and conditions of
this Contract (a) as required by law, (b) to consummate the terms of
this Contract, or any financing relating thereto, or (c) to Purchaser’s or
Seller’s lenders, attorneys and accountants.  Any information obtained by
Purchaser in the course of its inspection of the Property, and any Materials
provided by Seller to Purchaser hereunder, other than such matters that are
available from records open to the public, shall be confidential and Purchaser
shall be prohibited from making such information public to any other person or
entity other than its Consultants, without Seller’s prior written authorization,
which may be granted or denied in Seller’s sole discretion.  In addition,
Purchaser shall use its reasonable efforts to prevent its Consultants from
divulging any such confidential information to any unrelated third parties
except as reasonably necessary to third parties engaged by Purchaser for the
limited purpose of analyzing and investigating such information for the purpose
of consummating the transaction contemplated by this Contract.  Unless and
until the Closing occurs, Purchaser shall not market 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.  Notwithstanding the provisions of
Section 13.8, Purchaser agrees
that the covenants, restrictions and agreements of Purchaser contained in any
confidentiality agreement executed by Purchaser prior to the Effective Date
shall survive the execution of this Contract and shall not be superseded
hereby.

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

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 [local counsel issue] 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 Periods.  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 of
Seller’s Partners.  Purchaser acknowledges that this Contract is
entered into by Seller which is a California limited partnership, and Purchaser
agrees that none of Seller’s Indemnified Parties shall have any personal
liability under this Contract or any document executed in connection with the
transactions contemplated by this Contract.

13.20     
No Exclusive Negotiations.  Seller shall have the
right, at all times prior to the expiration of the Feasibility Period, to
solicit backup offers and enter into discussions, negotiations, or any other
communications concerning or related to the sale of the Property with any
third‐party; provided, however, that such communications are subject to the
terms of this Contract, and that Seller shall not
enter into any contract or binding Contract with a third‐party for the sale of
the Property unless such Contract is contingent on the termination of this
Contract without the Property having been conveyed to Purchaser.

13.21     
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.  Subject to Section
6.1.4, 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
representation.

13.22     
No Recording.  Purchaser shall not cause or allow this
Contract or any contract or other document related hereto, nor any memorandum or
other evidence hereof, to be recorded or become a public record without Seller’s
prior written consent, which consent may be withheld at Seller’s sole
discretion.  If the 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 the 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.

13.23     
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.

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

13.25     
AIMCO Marks.  Purchaser agrees that 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.

13.26     
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.

13.27     
Survival.  Except for (a) all of the provisions of
this Article XIII
(other than Sections 13.18
and 13.20); (b) Sections 2.3, 3.3, 3.4,
3.5, [4.8,] 5.4,
5.5, 6.2, 6.5,
9.1, 11.3, 14.1, and 14.2; (c) any other provisions in this
Contract, that by their express terms survive the termination or Closing; and
(d) any payment obligation of Purchaser under this Contract (the foregoing
(a), (b), (c) and (d) referred to herein as the "Survival
Provisions"), none of the terms and provisions of this Contract shall
survive the termination of this Contract, and if the Contract is not so
terminated, all of the terms and provisions of this Contract (other than the
Survival Provisions, which shall survive the Closing) shall be merged into the
Closing documents and shall not survive Closing.

13.28     
Multiple Purchasers.  As used in this Contract, the
term "Purchaser" means all entities acquiring any interest in 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.

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.  The provisions of this Section 14.1 shall survive the
Closing and delivery of the Deed to Purchaser.

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 Certification of Lead-Based Paint Free Housing, dated May
14, 2001, a copy of which is attached hereto as Exhibit I (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
DisclosureStatement 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
Apartment Investment and Management Company (“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, the 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.  The provisions of this
Section 14.2 shall survive the termination of this Contract, and if
not so terminated, the Closing and delivery of the Deed to Purchaser.  

Article XV

CROSS TERMINATION

15.1         
Cross Termination.  To the extent set forth on
Schedule 15 attached hereto and made a part hereof, Purchaser has on or
about even date herewith contracted to acquire certain additional properties
listed on said Schedule 15 (the “Additional Properties”)
from entities affiliated with Seller.  It is the intention of the parties
hereto that the closing on the Property and the Additional Properties shall
occur simultaneously and be so conditioned.  If any of the purchase
agreements for the Additional Properties are terminated or cancelled by a party
thereto, the other party hereto shall have the right, but not the obligation, to
terminate this Contract, Purchaser shall have the right to prompt return of the
Deposit unless Seller is otherwise entitled to the delivery thereof pursuant to
the other provisions of this Contract, and this Contract shall be of no further
force and effect subject to and except for the “Survival Provisions”. 

[Remainder
of page intentionally left blank.]


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

Seller:

 

CONSOLIDATED CAPITAL GROWTH FUND, a California limited
partnership

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

By:  /s/Brian J.
Bornhorst
         Name: 
Brian J. Bornhorst
        
Title:  Vice President



 

 

 

Purchaser:

 

THE
EMBASSY GROUP LLC,

a
New York limited liability company

 

By:
 /s/David Willner

Name:
 David Willner

Title: 
Managing Partner

 

 

 




ESCROW AGENT SIGNATURE PAGE

The
undersigned executes the Contract to which this signature page is attached for
the sole purpose of agreeing to the provisions of Section 2.3 of the Contract, and hereby establishes
October 28, 2008 as the date of opening of escrow and designates
11434941 as the escrow number assigned to this escrow.

ESCROW
AGENT:

LANDAMERICA
COMMERCIAL SERVICES, INC. 

By: 
/s/Margaret M. Newton

Name: 
Margaret M. Newton

Title: 
Commercial Escrow Officer

 

 

 

 




BROKER SIGNATURE PAGE

The
undersigned Broker hereby executes this Broker Signature Page solely to confirm
the following:  (a) Broker represents only the Seller in the
transaction described in the Contract to which this signature page is attached,
(b) Broker acknowledges that the only compensation due to Broker in
connection with the Closing of the transaction described in the Contract to
which this signature page is attached is as set forth in a separate agreement
between Seller and Broker, and (c) Broker represents and warrants to Seller
that Broker and its affiliates has not and will not receive any compensation
(cash or otherwise) from or on behalf of Purchaser or any affiliate thereof in
connection with the transaction, and 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 of the Contract, acquires the
Property at the Closing) nor has 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.

BROKER:

HOLLIDAY
FENOGLIO FOWLER, L.P.

 

By: 
/s/Jason
Nettles                                                    


Name: 
Jason
Nettles                                                   


Title: 
Managing
Director