Village Green (Harbour Group) - Contract



Exhibit 10.62

PURCHASE
AND SALE CONTRACT

BETWEEN

CONCAP
VILLAGE GREEN ASSOCIATES, LTD.,
a Texas limited partnership

AS
SELLER

AND

HARBOR GROUP INTERNATIONAL,
LLC,

a
Delaware limited liability company 

AS
PURCHASER

VILLAGE
GREEN APARTMENTS
112 ESSEX AVENUE
ALTAMONTE SPRINGS, FLORIDA
32701




TABLE OF CONTENTS

Page

 

	
 
	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
 
	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
2

	
 
	
2.1
	
Purchase
and Sale
	
2

	
 
	
2.2
	
Purchase
Price and Deposit
	
2

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
3

	
 
	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
5

	
 
	
3.1
	
Feasibility
Period
	
5

	
 
	
3.2
	
Expiration
of Feasibility Period
	
5

	
 
	
3.3
	
Conduct
of Investigation
	
6

	
 
	
3.4
	
Purchaser
Indemnification
	
6

	
 
	
3.5
	
Property
Materials
	
8

	
 
	
3.6
	
Property
Contracts
	
9

	
 
	
3.7
	
Inventory
of Fixtures and Tangible Personal Property
	
10

	
 
	
ARTICLE
IV
	
TITLE
	
11

	
 
	
4.1
	
Title
Documents
	
11

	
 
	
4.2
	
Survey
	
11

	
 
	
4.3
	
Objection
and Response Process
	
12

	
 
	
4.4
	
Permitted
Exceptions
	
13

	
 
	
4.5
	
Assumed
Encumbrances
	
14

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
21

	
 
	
4.7
	
Purchaser
Financing
	
22

	
 
	
ARTICLE
V
	
CLOSING
	
22

	
 
	
5.1
	
Closing
Date
	
22

	
 
	
5.2
	
Seller
Closing Deliveries
	
23

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
24

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
26

	
 
	
5.5
	
Post
Closing Adjustments
	
31

	
 
	
5.6
	
Management
Agreement
	
32

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
32

	
 
	
6.1
	
Seller’s
Representations
	
32

	
 
	
6.2
	
AS-IS
	
34

	
 
	
6.3
	
Survival
of Seller’s Representations
	
36

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
37

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
37

	
 
	
6.6
	
Survival
of Purchaser’s Representations
	
39

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
40

	
 
	
7.1
	
Leases
and Property Contracts
	
40

	
 
	
7.2
	
General
Operation of Property
	
40

	
 
	
7.3
	
Liens
	
41

	
 
	
7.4
	
Tax
Appeals
	
41

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
42

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
42

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
44

	
 
	
ARTICLE
IX
	
BROKERAGE
	
45

	
 
	
9.1
	
Indemnity
	
45

	
 
	
9.2
	
Broker
Commission
	
45

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
46

	
 
	
10.1
	
Purchaser
Default
	
46

	
 
	
10.2
	
Seller
Default
	
47

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
48

	
 
	
11.1
	
Major
Damage
	
48

	
 
	
11.2
	
Minor
Damage
	
49

	
 
	
11.3
	
Closing
	
49

	
 
	
11.4
	
Repairs
	
50

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
50

	
 
	
12.1
	
Eminent
Domain
	
50

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
51

	
 
	
13.1
	
Binding
Effect of Contract
	
51

	
 
	
13.2
	
Exhibits
and Schedules
	
51

	
 
	
13.3
	
Assignability
	
51

	
 
	
13.4
	
Captions
	
52

	
 
	
13.5
	
Number
and Gender of Words
	
52

	
 
	
13.6
	
Notices
	
52

	
 
	
13.7
	
Governing
Law and Venue
	
56

	
 
	
13.8
	
Entire
Agreement
	
56

	
 
	
13.9
	
Amendments
	
56

	
 
	
13.10
	
Severability
	
57

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
57

	
 
	
13.12
	
Construction
	
57

	
 
	
13.13
	
Confidentiality
	
57

	
 
	
13.14
	
Time
of the Essence
	
58

	
 
	
13.15
	
Waiver
	
58

	
 
	
13.16
	
Attorneys’
Fees
	
58

	
 
	
13.17
	
Time
Zone/Time Periods
	
58

	
 
	
13.18
	
1031
Exchange
	
59

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
59

	
 
	
13.20
	
ADA
Disclosure
	
60

	
 
	
13.21
	
No
Recording
	
60

	
 
	
13.22
	
Relationship
of Parties
	
60

	
 
	
13.23
	
AIMCO
Marks
	
61

	
 
	
13.24
	
Non-Solicitation
of Employees
	
61

	
 
	
13.25
	
Survival
	
61

	
 
	
13.26
	
Multiple
Purchasers
	
61

	
 
	
13.27
	
Waiver
of Jury Trial
	
62

	
 
	
13.28
	
Radon
Gas
	
62

	
 
	
13.29
	
Energy
Efficiency
	
62

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
62

	
 
	
14.1
	
Disclosure
	
62

	
 
	
14.2
	
Consent
Agreement
	
62

								


 


EXHIBITS AND SCHEDULES

 

EXHIBITS

 

Exhibit
A                     
Legal Description

Exhibit
B                     
Form of Deed

Exhibit
C                     
Form of Bill of Sale

Exhibit
D                     
Form of General Assignment and Assumption

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

Exhibit
F                      
Form of Notice to Vendor regarding Termination of Contract

Exhibit
G                     
Form of Tenant Notification

Exhibit
H                     
Form of Lead Paint Disclosure

 

 

SCHEDULES

 

Schedule
1                  
Defined Terms

Schedule
2                  
List of Excluded Fixtures and Tangible Personal Property

Schedule
3                  
Property Materials

 

 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 24th day of May, 2010 (the “Effective
Date”), by and between CONCAP VILLAGE GREEN ASSOCIATES, LTD., a
Texas limited partnership, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and
HARBOR GROUP INTERNATIONAL, LLC, a Delaware limited liability company,
having a principal address at 999 Waterside Drive, Suite 2300, Norfolk, VA 23510
(“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 Seminole County, Florida, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as Village Green
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 Seven Million Seven Hundred Fifty Thousand  Dollars
($7,750,000.00) payable by Purchaser, as follows:

2.2.1    Within 2 Business Days following the
Effective Date, Purchaser shall deliver to First American Title Insurance
Company of New York (“Escrow Agent” or “Title Insurer”) a deposit
(the “Initial Deposit”) of Fifty Thousand  Dollars ($50,000.00) by
wire transfer of immediately available funds (“Good Funds”).

2.2.2    On or
before 1 Business Day following the date on which the Feasibility Period
expires, Purchaser shall deliver to Escrow Agent an additional deposit (the
“Additional Deposit”) of Two Hundred Thousand  Dollars
($200,000.00) by wire transfer of Good Funds.

2.2.3    At the Closing, subject to Purchaser’s
obligations under Section 4.5, Purchaser shall receive a credit against
the Purchase Price in the amount of the outstanding principal balance of the
Note, together with all accrued but unpaid interest (if any) thereon, as of the
Closing Date (the “Loan Balance”).

2.2.4   
The balance of the Purchase Price, subject to adjustment for credits and
prorations as provided in this Contract, for the Property shall be paid to and
received by Escrow Agent by wire transfer of Good Funds no later than 12:00 p.m.
on the Closing Date.

2.3       Escrow Provisions
Regarding Deposit.

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

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


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

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

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

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

ARTICLE III
FEASIBILITY
PERIOD

3.1       Feasibility
Period.

 
Subject to the terms of Sections 3.3 and 3.4 and
the rights of Tenants under the Leases, from the Effective Date to and including
May 26, 2010 (the “Feasibility Period”), Purchaser, and its agents,
contractors, engineers, surveyors, attorneys, and employees (collectively,
“Consultants”) shall, at no cost or expense to Seller, have the right
from time to time to enter onto the Property to conduct and make any and all
customary studies, tests, examinations, inquiries, inspections and
investigations of or concerning the Property, review the Materials and otherwise
confirm any and all matters which Purchaser may reasonably desire to confirm
with respect to the Property and Purchaser’s intended use thereof (collectively,
the “Inspections”).  Such Inspections by Purchaser and its
Consultants shall be permitted to continue following expiration of the
Feasibility Period until Closing or earlier termination of this Contract,
provided that all such Inspections shall be subject to the terms, covenants and
conditions of this Contract, including without limitation Section 3.4,
and that in no event shall such continued Inspections be construed as an
extension of the Feasibility Period.

3.2       Expiration of
Feasibility Period.

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

3.3       Conduct of
Investigation.

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

3.4       Purchaser
Indemnification.

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

3.4.2    Notwithstanding anything in this
Contract to the contrary, Purchaser shall not be permitted to perform any
invasive tests on the Property without Seller’s prior written consent, which
consent shall not be unreasonably withheld, conditioned or delayed.  If
Purchaser desires to perform any invasive tests, Purchaser shall give prior
written notice thereof to Seller, which notice shall be accompanied by a
detailed description and plan of the invasive tests Purchaser desires to
perform.  Further, Seller shall have the right, without limitation, to
disapprove any and all entries, surveys, tests (including, without limitation, a
Phase II environmental study of the Property), investigations and other matters
that in Seller’s reasonable judgment could result in any injury to the Property
or breach of any contract, or expose Seller to any Losses or violation of
applicable law, or otherwise adversely affect the Property or Seller’s interest
therein.  Purchaser shall, at Purchaser’s sole cost and expense and in
accordance with all applicable environmental laws, dispose of all hazardous
materials which have been specifically removed from or at the Property by
Purchaser or its agents, representatives, employees or designees in connection
with Purchaser’s environmental studies.  Purchaser shall use reasonable
efforts to minimize disruption to Tenants in connection with Purchaser’s or its
Consultants’ activities pursuant to this Section.  No consent by Seller to
any such activity shall be deemed to constitute a waiver by Seller or assumption
of liability or risk by Seller.  Purchaser hereby agrees to restore, at
Purchaser’s sole cost and expense, the Property to the same condition existing
immediately prior to Purchaser’s exercise of its rights pursuant to this
Article III.  Purchaser shall maintain 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.

3.5       Property
Materials.

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

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

3.5.3    Not later than 3 Business Days after
the Effective Date, and to the extent same has not already been provided by
Seller to Purchaser, Seller shall deliver to Purchaser (or otherwise make
available to Purchaser as provided under Section 3.5.1)
the most recent rent roll for the Property which is the rent roll Seller uses in
the ordinary course of operating the Property (the “Rent
Roll”).  Seller makes no representations or warranties regarding
the Rent Roll other than the express representation set forth in
Section 6.1.5.

3.5.4    Not later than 3 Business Days after
the Effective Date, and to the extent same have not already been provided by
Seller to Purchaser, Seller shall deliver to Purchaser (or otherwise make
available to Purchaser as provided under Section 3.5.1)
a list of all current Property Contracts (the “Property Contracts
List”).  Seller makes no representations or warranties regarding
the Property Contracts List other than the express representations set forth in
Section 6.1.6.

3.6       Property
Contracts.

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

3.7       Inventory of
Fixtures and Tangible Personal Property

. 
Within three (3) Business Days after the Effective Date, Seller will generate
and deliver to Purchaser an inventory of Fixtures and Tangible Personal Property
located within the management office (and including a list of maintenance
vehicles and equipment) to be conveyed to Purchaser pursuant to this Contract,
but such inventory will not include any Fixtures and Tangible Personal Property
located within the units which are leased at the Property.  On or before
the expiration of the Feasibility Period, Purchaser shall be responsible for (a)
reviewing the inventory of Fixtures and Tangible Personal Property, (b)
inspecting the Property for accuracy of such inventory, and (c) inspecting the
Tenant Units at the Property to determine the Fixtures and Tangible Personal
Property located therein.

ARTICLE IV
TITLE

4.1       Title
Documents.

 
Purchaser acknowledges that prior to the Effective Date Purchaser has received
from Title Insurer and has reviewed, a commitment for owner’s title insurance
(file no. FA-C-384462) with regard to the Property ("Title
Commitment") to provide a standard American Land Title Association owner's
title insurance policy for the Land and Improvements, using the current policy
jacket customarily provided by the Title Insurer, in an amount equal to the
Purchase Price (the "Title Policy"), together with copies of all
instruments identified as exceptions therein (together with the Title
Commitment, referred to herein as the "Title Documents").  Seller
shall be responsible for payment of the base premium for the Title Policy for
the Property.  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 with respect to the Property, including for
“extended” coverage. 

4.2       Survey.

 
Purchaser acknowledges that, prior to the Effective Date, Purchaser has received
from Seller the existing survey of the Property dated January 8, 2009 and
prepared by Bock & Clark Corporation (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").  If (i) no new survey or update to
the Existing Survey is obtained by the Purchaser, (ii) the date of the Existing
Survey is such that the Title Insurer refuses to delete the pre-printed survey
exceptions in the Title Policy for survey matters appearing since the date of
the Existing Survey and (iii) there has been no structural changes,
modifications, alterations or additions to the existing Improvements since the
date of the Existing Survey, then Seller will provide a survey affidavit, or
similar document reasonably acceptable to Seller and Title Insurer, to induce
the Title Insurer to delete such pre-printed survey exceptions.

4.3       Objection and
Response Process.

 
On or before one (1) Business Day following the Effective Date, but in no event
later than three (3) Business Days prior to the date on which the Feasibility
Period expires  (the “Objection Deadline”), Purchaser shall give
written notice (the “Objection Notice”) to the attorneys for Seller of
any matter set forth in the Title Documents and the Survey to which Purchaser
objects (the “Objections”).  If Purchaser fails to tender an
Objection Notice on or before the Objection Deadline, Purchaser shall be deemed
to have approved and irrevocably waived any objections to any matters covered by
the Title Documents and the Survey.  On or before one (1) Business Day
prior to the date on which the Feasibility Period expires (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; provided, however, that Seller shall be
obligated to cure any prior mortgage liens (other than the Assumed Encumbrances)
by causing the Title Insurer to either delete or insure over such prior mortgage
lien(s) in the Title Policy.  Seller shall be entitled to reasonable
adjournments of the Closing Date to cure  the Objections, not to exceed 30
days in the aggregate.  If Seller fails to deliver a Response Notice by the
Response Deadline, Seller shall be deemed to have elected not to cure or
otherwise resolve any matter set forth in the Objection Notice, other than any
prior mortgage lien  (excluding the Assumed Encumbrances) to be cured by
Seller by causing the Title Insurer to either delete or insure over such prior
mortgage lien(s) in the Title Policy.  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 4.3and any prior mortgage liens (other than the
Assumed Encumbrances) to be cured by Seller by causing the Title Insurer to
either delete or insure over such prior mortgage lines in the Title
Policy, (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 modified
to be limited to those parties in possession pursuant to the Leases not
containing options to purchase or rights of first refusal, and (d) the standard
exception pertaining to taxes and assessments, which shall be limited to taxes
and assessments not yet due and payable as of the Closing Date;

4.4.2   
All Leases;

4.4.3   
The Assumed Encumbrances;

4.4.4   
Applicable zoning and governmental regulations and ordinances; and

4.4.5   
Any defects in or objections to title to the Property, or title exceptions or
encumbrances, arising by, through or under Purchaser.

4.5       Assumed
Encumbrances.

4.5.1    Purchaser recognizes and agrees that,
in connection with two (2) loans (collectively, the "Loans", each
a “Loan”) made to Seller by Lender, the Property presently is
encumbered by the Assumed Deeds of Trust and certain other security and related
documents in connection with the Loans (collectively, the "Assumed
Encumbrances").  The Loans are evidenced by the Notes. 
Purchaser acknowledges that, prior to the Effective Date, Purchaser has received
from Seller true and complete copies of the Assumed Loan Documents which are in
Seller’s possession or reasonable control.

4.5.2    Purchaser agrees that, at the
Closing, (a) Purchaser shall assume Seller's obligations under the Notes and
all of the other Assumed Loan Documents arising from and after the Closing and
accept title to the Property subject to the Assumed Deeds of Trust and the
Assumed Encumbrances, and (b) the Lender shall release Seller, as well as
any guarantors and other obligated parties under the Assumed Loan Documents,
from all obligations under the Assumed Loan Documents (and any related
guarantees or letters of credit), including, without limitation, any obligation
to make payments of principal and interest under the Notes (collectively, the
foregoing (a) and (b) referred to herein as the "Loan Assumption and
Release").  Purchaser acknowledges and agrees that (x) certain of
the provisions of the Assumed Loan Documents may have been negotiated for the
exclusive benefit of Seller, AIMCO or their respective affiliates (the
"Specific AIMCO Provisions"), and (y) unless Lender otherwise
agrees in Lender's sole and arbitrary discretion, Purchaser will not be
permitted to assume the benefit of the Specific AIMCO Provisions and the same
shall be of no further force or effect from and after the Closing Date. 
The term “Specific AIMCO Provisions” shall be limited to:  (i) the
modifications set forth in Exhibit A to the Notes, (ii) the modifications set
forth in Exhibit B to the Assumed Deeds of Trust and (iii) Exhibit A to the
guarantees that secure the Loans.

4.5.3    Purchaser further acknowledges that
the Assumed Loan Documents require the satisfaction by Purchaser of certain
requirements as set forth therein to allow for the Loan Assumption and
Release.  Accordingly, Purchaser, at its sole cost and expense and within
20 days after the Effective Date (the "Loan Assumption Application
Submittal Deadline"), shall submit one or more application(s) to Lender
for assumption of the Loans and shall use commercially reasonable good faith
efforts to furnish all documents and information reasonably required in connection therewith (collectively, the
"Loan Assumption Application").  Seller shall use
commercially reasonable efforts to cause the Lender to deliver the loan
assumption package(s) to Purchaser promptly after the Effective Date.  On
or before the Loan Assumption Application Submittal Deadline, Purchaser agrees
to provide Seller notice that Purchaser has submitted to Lender the Loan
Assumption Application.  Subject to Seller’s duty to cooperate as set forth
in Section 4.5.7 below, Purchaser acknowledges and agrees that Purchaser is
solely responsible for the preparation and submittal of the Loan Assumption
Application, including the collection of all materials, documents, certificates,
financials, signatures, and other items reasonably required to be submitted to
Lender in connection with the Loan Assumption Application.

4.5.4   
Purchaser shall use commercially reasonable good faith efforts to comply with
Lender's assumption guidelines in connection with the Loan Assumption and
Release and, if required by the Lender, Purchaser shall cause HGGP Capital VII,
LLC, or such other person or entity the Lender has accepted in prior
transactions with Purchaser, to execute and deliver a customary “non-recourse
carve-out” guaranty and such other guaranty(s), if any, which are a part of the
Assumed Loan Documents and a customary environmental indemnity in favor of
Lender.  Purchaser shall use commercially reasonable good faith efforts to
correct and re-submit any deficiencies noted by Lender in connection with the
Loan Assumption Application promptly after notification from Lender of such
deficiency.   Notwithstanding anything to the contrary contained in
this Section 4.5, if, as a condition to consenting to the Loan Assumption
and Release, the Lender requires a Material Loan Modification, then Purchaser
shall have the right to terminate this Contract by written notice delivered to
Seller and Escrow Agent on or before the expiration of the Loan Assumption
Approval Period.  If Purchaser timely exercises such right, then this
Contract shall be of no further force and effect, subject to and except for the
Survival Provisions, and Escrow Agent shall forthwith return the Deposit to
Purchaser.  The term “Material Loan Modification” shall mean
any of the following: (i) an increase in the fixed interest rate under either or
both of the Loans, (ii) a shortening of the stated maturity date for either or
both of the Loans, (iii) the imposition of new or additional borrower reserve
accounts, other than the Required Loan Fund Amounts, (iv) a requirement that
Purchaser shall cause a person or entity to execute and deliver a full-recourse
guaranty of all or any portion of the Loans in favor of Lender (as opposed to a
so-called “non-recourse carve-out” guaranty) and (v) any other material adverse
change to the terms of the Assumed Loan Documents that are not customary and
reasonable for loans from the Lender on multi-family property in Seminole
County, Florida which are similar in type, age and condition as the
Property.  The following shall not constitute a Material Loan Modification:
(a) a reduction in the outstanding principal balance of either or both Loans,
(b) HGGP Capital VII, LLC, or such other person or entity the Lender has
accepted in prior transactions with Purchaser, executing and delivering a
customary “non-recourse carve-out” guaranty and such other guaranty(s), if any,
which are a part of the Assumed Loan Documents and a customary environmental
indemnity in favor of Lender and (c) Purchaser’s obligation to fund the Required
Loan Fund Amounts.

4.5.5    Purchaser shall pay the following
fees and expenses imposed or charged by the Lender or its counsel (such fees and
expenses collectively being referred to as the “Lender Fees”), in
connection with the Loan Assumption Application and the Loan Assumption and
Release: (i) a loan assumption fee in an amount not to exceed one percent (1%)
of the Loan Balance at the time of Closing, (ii) a review fee of $3,000 for each
Loan and (iii) Lender’s legal fees.  Further, if as a condition
to approving the Loan Assumption and Release, the Lender requires a reduction in
the outstanding principal amount of either of the Loans, then (i) Purchaser
shall pay such portion of the outstanding principal balance of the Loans as the
Lender may require and (ii) Seller shall pay any prepayment penalty(ies)
associated with such prepayment of the Loans. 

4.5.6   
Seller shall assign all of its right, title and interest in and to all reserves,
impounds and other accounts held by Lender in connection with the Loans, and at
Closing, Purchaser shall pay to Seller an amount equal to the balance of such
reserves, impounds and accounts so assigned.  Additionally, Purchaser shall
be responsible for funding any additional or increased reserves, impounds or
accounts required by Lender that are for real estate taxes, insurance and
capital improvements or repairs in amounts customary and reasonable for loans on
multi-family property in Seminole County, Florida which are similar in type, age
and condition as the Property (the "Required Loan Fund
Amounts").

4.5.7   
Purchaser agrees promptly to deliver to the Lender all documents and information
required by the Assumed Loan Documents, and such other information or
documentation as the Lender reasonably may request, including, without
limitation, financial statements, income tax returns and other financial
information for Purchaser and any required guarantor.  Seller agrees that
it will cooperate with Purchaser and Lender in connection with Purchaser’s
application to Lender for approval of the Loan Assumption and Release and the
closing of the Loan Assumption and Release 

4.5.8   
To the extent required by Lender, Purchaser shall order a Phase I Environmental
study and/or property condition report (prepared by a consultant and engineer
reasonably acceptable to Purchaser and Lender), and covenants that such Phase I
Environmental study and/or property condition report shall be delivered to
Seller and Lender prior to the Closing Date in connection with and as a
precondition to the Loan Assumption and Release.

4.5.9   
If (a) Purchaser complies in all material respects with its obligations under
this Contract (including this Section 4.5), and (b) Purchaser is unable
to obtain the consent of the Lender to the Loan Assumption and Release (subject
only to Lender’s customary conditions) on or before the date that is forty-five
(45) days from the Effective Date (the “Loan Assumption Approval
Period”), then Purchaser shall have the right, on or before the
expiration of the Loan Assumption Approval Period to give Escrow Agent notice
terminating this Contract based solely on the fact that the Loan Assumption and
Release has not been approved by the Lender, in which event this Contract shall
be of no further force and effect, subject to and except for the Survival
Provisions, and Escrow Agent shall forthwith return the Deposit to
Purchaser.  

4.5.9.1
If (y) despite Purchaser using commercially reasonable good faith efforts to
obtain the Loan Assumption and Release, Purchaser does not obtain the consent of
the Lender to the Loan Assumption and Release (subject only to Lender’s
customary conditions) on or before the expiration of the Loan Assumption
Approval Period, then Purchaser shall have the right (the “First Loan
Assumption Approval Extension Right”), exercisable by delivering written
notice to Seller five (5) Business Days prior to the expiration of the Loan
Assumption Approval Period, to extend the Loan Assumption Approval Period to the
date which is sixty (60) days after the Effective Date for
the sole purpose of obtaining Lender's approval of the Loan Assumption and
Release.  

4.5.9.2
If Purchaser exercises its First Loan Assumption Approval  Extension Right
and, despite Purchaser using commercially reasonable good faith efforts to
obtain the Loan Assumption and Release, Purchaser does not obtain the consent of
the Lender to the Loan Assumption and Release (subject only to Lender’s
customary conditions) on or before the expiration of the Loan Assumption
Approval Period (as extended by the First Loan Assumption Approval 
Extension Right), then Purchaser shall have the additional right (the
“Second Loan Assumption Approval Extension Right”), exercisable by
delivering written notice to Seller five (5) Business Days prior to the
expiration of the Loan Assumption Approval Period (as extended by the First Loan
Assumption Approval Extension Right), to further extend the Loan Assumption
Approval Period to the date which is seventy-five (75) days after the Effective
Date for the sole purpose of obtaining Lender's approval of the Loan Assumption
and Release; provided that concurrently with delivering such written notice
exercising the Second Loan Assumption Approval Extension Right, Purchaser shall
deliver to Escrow Agent an additional deposit of $25,000.00 (the “Second
Loan Assumption Period Extension Deposit”).  The Loan Assumption
Period Extension Deposit shall be deemed part of the Deposit.

4.5.9.3
If Purchaser exercises its First Loan Assumption Approval  Extension Right
and Second Loan Assumption Approval Extension Right and, despite Purchaser using
commercially reasonable good faith efforts to obtain the Loan Assumption and
Release, Purchaser does not obtain the consent of the Lender to the Loan
Assumption and Release (subject only to Lender’s customary conditions) on or
before the expiration of the Loan Assumption Approval Period (as extended by the
First Loan Assumption Approval Extension Right and the Second Loan Assumption
Approval Right), then Purchaser shall have the additional right (the
“Third Loan Assumption Approval Extension Right”), exercisable by
delivering written notice to Seller five (5) Business Days prior to the
expiration of the Loan Assumption Approval Period (as extended by the First Loan
Assumption Approval Extension Right and the Second Loan Assumption Approval
Extension Right), to further extend the Loan Assumption Approval Period to the
date which is ninety (90) days after the Effective Date for the sole purpose of
obtaining Lender's approval of the Loan Assumption and Release; provided that
concurrently with delivering such written notice exercising the Third Loan
Assumption Approval Extension Right, Purchaser shall deliver to Escrow Agent an
additional deposit of $25,000.00 (the “Third Loan Assumption Period
Extension Deposit”).  

4.5.9.4
The Second Loan Assumption Period Extension Deposit and the Third Loan
Assumption Period Extension Deposit, to the extent actually deposited by
Purchaser with Escrow Agent, shall be deemed part of the Deposit.

4.5.10 
If Purchaser fails to deliver to Seller a written notice of termination prior to
the expiration of the Loan Assumption Approval Period (as the same may be
extended pursuant to the terms of Section 4.5.9) in accordance with the
terms of Section 4.5.9, then Purchaser's right to terminate this Contract
under Section 4.5.9 shall be permanently waived, this Contract shall
remain in full force and effect, and, other than as set forth in Section 8.1
below, Purchaser shall have no further right to terminate this Contract on
account of Purchaser’s inability or failure to obtain the Loan Assumption and
Release.

4.6       Subsequently
Disclosed Exceptions.

 
If at any time after the expiration of the Feasibility Period, any update to the
Title Commitment or Existing Survey discloses any additional item that
materially adversely affects title to the Property which was not disclosed on
any version of or update to the Title Commitment delivered to Purchaser during
the Feasibility Period (the “New Exception”), Purchaser shall have a
period of four (4) Business 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; provided, however, Seller shall be obligated to cure any prior
mortgage liens (other than the Assumed Encumbrances) by causing the Title
Insurer to either delete or insure over such prior mortgage lien(s) in the Title
Policy..  If Seller elects to cure the New Exception, Seller shall be
entitled to reasonable adjournments of the Closing Date to cure the New
Exception, not to exceed 30 days in the aggregate.  If Seller fails to
deliver a notice to Purchaser within two (2) Business 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 by written notice to Seller , in
which event the Deposit shall be promptly returned to Purchaser or (ii) to waive
the New Exception and proceed with the transactions contemplated by this
Contract, in which event Purchaser shall be deemed to have approved the New
Exception.  If Purchaser fails to notify Seller of its election to
terminate this Contract in accordance with the foregoing sentence within four
(4) Business 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 and the New Exception shall be deemed a
Permitted Exception.

4.7       Purchaser
Financing.

 
Except as otherwise provided in Section 4.5 above with respect to the
Loan Assumption and Release, Purchaser assumes full responsibility to obtain the
funds required for settlement, and Purchaser’s acquisition of such funds shall
not be a contingency to the Closing. 

ARTICLE V
CLOSING

5.1       Closing Date.


5.1.1   
The Closing shall occur on the date (the “Closing Date”) that is the
earlier of (x) twenty (20) days after Seller and Purchaser receive written
notice that the Lender has approved the Loan Assumption and Release and (y) July
28, 2010 (the “Outside Closing Date”), through an escrow with Escrow
Agent, whereby Seller, Purchaser and their attorneys need not be physically
present at the Closing and may deliver documents by overnight air courier or
other means.  Purchaser shall provide Seller with written notice of
Lender’s approval of the Loan Assumption and Release no later than two (2) days
after Purchaser’s receipt of such approval.

5.1.2   
Notwithstanding the foregoing, (i) if Purchaser timely exercises Purchaser’s
First Loan Assumption Approval Extension Right, then the Outside Closing Date
shall automatically be extended to August 12, 2010, (ii) if Purchaser timely
exercises Purchaser’s Second Loan Assumption Approval Extension Right, then the
Outside Closing Date shall automatically be extended to
August 27, 2010 and (iii) if Purchaser timely exercises Purchaser’s Third Loan
Assumption Approval Extension Right, then the Outside Closing Date shall
automatically be extended to September 13, 2010.

5.1.3   
Notwithstanding the foregoing, Seller shall have the option, by delivering
written notice to Purchaser, to extend the Closing Date to the last Business Day
of the month in which the Closing Date otherwise would occur pursuant to the
preceding sentence, in connection with either the Loan Assumption and
Release.  

5.2       Seller Closing
Deliveries.

 
Except for the closing statement (which shall be delivered on or before the
Closing Date), Seller shall deliver to Escrow Agent, each of the following items
no later than 1 Business Day prior to the Closing Date:

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

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

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

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

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

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

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

5.2.8   
Notification letters to all Tenants prepared and executed by Seller in the form
attached hereto as Exhibit G (the “Tenant Notice Letter”), which
shall be delivered to all Tenants by Seller immediately after Closing. 


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

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

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

5.2.12 
All documents and other items that are reasonably required by the Lender to be
executed by Seller in connection with the Loan Assumption and Release.

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

5.3       Purchaser Closing
Deliveries.

 
Except for (x) the closing statement (which shall be delivered on or before the
Closing Date) and (y) the balance of the Purchase Price which is to be delivered
at the time specified in Section 2.2.4, not later than 1 Business Day prior to
the Closing Date Purchaser shall deliver each of the following items to Escrow
Agent:

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

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

5.3.3   
A countersigned counterpart of the General Assignment.

5.3.4   
A countersigned counterpart of the Leases Assignment.

5.3.5   
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof.

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

5.3.7   
A countersigned counterpart of the Tenant Notice Letter. 

5.3.8    All documents, instruments,
guaranties, Lender Fees, Required Loan Fund Amounts, and other items or funds
required by the Lender to cause the Loan Assumption and Release.

5.3.9   
Such notices, transfer disclosures, affidavits or other similar documents that
are required by applicable law to be executed by Purchaser or otherwise
reasonably necessary in order to consummate the transactions contemplated under
this Contract. 

5.4       Closing Prorations
and Adjustments.

5.4.1    General.  All
normal and customarily proratable items, including, without limitation,
collected rents, accrued interest under the Loans for the month in which the
Closing occurs (but without duplication to the credit
against the Purchase Price Purchaser shall receive pursuant to Section 2.2.3),
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 and shall
deliver such Proration Schedule 2 days prior to Closing.  

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

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

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.  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.  In addition, if Purchaser elects to
terminate any utility rebilling contract associated with the Property, if any,
then Seller shall receive a credit at Closing equal to the average of the amount
of the monthly utility bill associated with the Property for the preceding 12
months, multiplied by 1.5.  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.  For a period of 180
days following Closing, Purchaser agrees to bill Tenants of the Property for all
Uncollected Rents and to take reasonable actions (which shall not include an
obligation to commence legal action) to collect Uncollected Rents. 
Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected
Rents shall be limited to Uncollected Rents of not more than 90 days past due,
and Purchaser's collection of rents shall be applied, first, towards current
rent due and owing under the Leases, second to Purchaser’s reasonable
third-party costs of such collection, and, third, to Uncollected Rents. 
After the Closing, 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 no
third-party out-of-pocket expense to Purchaser, with Seller in connection with
all efforts by Seller to collect such Uncollected Rents and to take all steps,
whether before or after the Closing Date, as may be necessary to carry out the
intention of the foregoing; provided, however, that Purchaser’s obligation to
cooperate with Seller pursuant to this sentence shall not obligate Purchaser to
terminate any Tenant lease with an existing Tenant or evict any existing Tenant
from the Property.

5.4.6.2 At Closing, Purchaser shall receive a credit against
the Purchase Price in an amount equal to the received and unapplied balance of
all cash (or cash equivalent) Tenant Deposits, including, but not limited to,
security, damage, pet or other refundable deposits paid by any of the Tenants to
secure their respective obligations under the Leases, together, in all cases,
with any interest payable to the Tenants thereunder as may be required by their
respective Tenant Lease or state law and together with any non-refundable
cleaning or pet deposits made by Tenants in advance at commencements of such
Tenant’s Lease (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, except non-refundable cleaning or pet deposits made by
Tenants in advance at commencements of such Tenant’s Lease.

5.4.7    Existing Loan. 
Seller shall be responsible for all principal required to be paid under the
terms of the Notes prior to Closing, together with all interest, fees, penalties
and other amounts accrued under the Notes prior to Closing (other than Lender
Fees), all of which may be a credit against the Purchase Price as provided in
Section 2.2.3.  Purchaser shall be responsible for all Lender Fees
as a result of the Loan Assumption and Release, including any payment required
by the Lender in order to reduce the outstanding principal amount of either of
the Loans, provided, however, Seller shall pay any prepayment penalty(ies)
associated with such prepayment of the Loans.  As set forth in Section
4.5.6, any existing reserves, impounds and other accounts maintained by
Lender in connection with the Loans shall be assigned to Purchaser, and at
Closing, Purchaser shall pay to Seller an amount equal to the balance of such
reserves, impounds and accounts so assigned.  

5.4.8   
Insurance.  No proration shall be made in relation to insurance
premiums and insurance policies will not be assigned to Purchaser.  Seller
shall have the risk of loss of the Property until the Closing occurs, after
which time the risk of loss shall pass to Purchaser and Purchaser shall be
responsible for obtaining its own insurance thereafter.

5.4.9   
Employees.  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 and Seller shall be responsible for all costs and benefits payable
to such employees.

5.4.10 
Closing Costs.  Purchaser shall pay (i) all sales, use, gross
receipts or similar taxes, if any, (ii) all premiums (other than the base
premium) or fees required to be paid by Purchaser with respect to the Title
Policy pursuant to Section 4.1, (iii) all costs in
connection with updating the Existing Survey, (iv) all documentary stamp taxes
imposed on the assumption by Purchaser of the Assumed Deeds of Trust, (v) the
cost of recording the Deed and (vi) one-half of the customary closing costs of
the Escrow Agent.  Seller shall pay (a) the base premium for the Title
Policy for the Property, (b) the cost of recording any instruments required to
discharge any liens or encumbrances against the Property in accordance with the
terms of this Contract and (c) one-half of the customary closing costs of the
Escrow Agent. The transfer tax (including documentary stamp taxes) imposed on
the conveyance and the recording of the Deed shall be split equally between
Seller and Purchaser.

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

5.5       Post Closing
Adjustments.

 
Purchaser or 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 90 days after
Closing, or (b) subject to such 90-day period, unless such items exceed
$1,000.00 in the aggregate.

5.6       Management
Agreement.

 
Effective as of the Closing Date, Seller shall terminate all property management
agreements relating to the Property.  

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND
PURCHASER

6.1       Seller’s
Representations.

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

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

6.1.3   
Except for any actions by Seller to evict Tenants under the Leases, to Seller’s
knowledge, there are no actions, proceedings, litigation or governmental
investigations or condemnation actions either pending or threatened in writing
against the Property which would adversely affect the sale contemplated by, or
Seller’s obligations to Purchaser under, this Contract;

6.1.4   
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;

6.1.5    To Seller’s
knowledge, the Rent Roll (as updated pursuant to
Section 5.2.10) and the operating statements to be
delivered to Purchaser are accurate in all material respects; 

6.1.6    To Seller’s knowledge, the Property
Contracts List (as updated pursuant to Section 5.2.11)
is accurate and complete in all material respects;

6.1.7   
Seller is not a Prohibited Person;

6.1.8   
To Seller's knowledge, except for third party persons who hold direct or
indirect ownership interests in Seller, non of Seller's affiliates or parent
entities is a Prohibited Person;

6.1.9   
To Seller's knowledge, except for third party persons who hold direct or
indirect ownership interests in Seller, the Property is not the property of or
beneficially owned by a Prohibited Person;

6.1.10 
To Seller’s knowledge, Seller has not received any written notice from a
governmental agency of any uncured material violations of any federal, state,
county or municipal law, ordinance, order, regulation or requirement affecting
the Property;

6.1.11 
To Seller’s knowledge, (A) as of May 12, 2010, (i) with respect to the existing
first mortgage, the outstanding principal balance is
$2,904,697.95 and (ii) with respect to the existing second mortgage, the
outstanding principal balance is
$3,507,926.63, (B) Seller has not received any
written notices from the Lender asserting any default under the Assumed Loan
Documents that remain uncured and (C) the
Assumed Loan Documents delivered by Seller to Purchaser are true and compete in
all material respects; and

6.1.12 
To Seller's knowledge, except for third party persons who hold direct or
indirect ownership interests in Seller, the Property is not the proceeds of
specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7).

6.2       AS-IS.

 
Except as otherwise expressly set forth in Seller’s Representations:  

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

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

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

6.2.4   
Purchaser represents and warrants that, as of the 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
acknowledges and agrees that no representation has been made and no
responsibility is assumed by Seller with respect to current and future
applicable zoning or building code requirements or the compliance of the
Property with any other laws, rules, ordinances or regulations, the financial
earning capacity or expense history of the Property, the continuation of
contracts, continued occupancy levels of the Property, or any part thereof, or
the continued occupancy by tenants of any Leases or, without limiting any of the
foregoing, occupancy at Closing.  

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

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

 

6.3       Survival of Seller’s
Representations.

 
Seller and Purchaser agree that Seller’s Representations shall survive Closing
for a period of 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 filed suit 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 $300,000 in any individual instance
or in the aggregate for all breaches of Seller’s Representations, nor shall
Purchaser be entitled to bring any claim for a breach of Seller’s
Representations unless the claim for damages (either in the aggregate or as to
any individual claim) by Purchaser exceeds $5,000.  In the event that
Seller breaches any representation contained in Section 6.1
and Purchaser had knowledge of such breach prior to the Closing Date, and
elected to close regardless, Purchaser shall be deemed to have waived any right
of recovery, and Seller shall not have any liability in connection
therewith.

6.4       Definition of
Seller’s Knowledge.

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

6.5       Representations and
Warranties of Purchaser.

 
For the purpose of inducing Seller to enter into this Contract and to consummate
the sale and purchase of the Property in accordance herewith, Purchaser
represents and warrants to Seller the following (collectively, “Purchaser’s
Representations”) 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 the State of Delaware.

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

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

6.5.4    Other than Seller’s Representations,
and the representations contained in Section 9.1, 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). 

6.6       Survival of
Purchaser's Representations.

 
Seller and Purchaser agree that Purchaser's Representations shall survive
Closing for a period of six (6) months (the "Purchaser's Survival
Period").  Purchaser shall not have liability after the Purchaser's
Survival Period with respect to any Purchaser's Representations contained herein
except to the extent that Seller has filed a claim against Purchaser during the
Purchaser's Survival Period for breach of any of Purchaser's
Representations.

ARTICLE VII
OPERATION OF THE PROPERTY

7.1       Leases and Property
Contracts.

 
During the period commencing on the Effective Date and ending on the Closing
Date, in the ordinary course of business Seller may enter into new Property
Contracts, new Leases, renew existing Leases or modify, terminate or accept the
surrender or forfeiture of any of the Leases, modify any Property Contracts, or
institute and prosecute any available remedies for default under any Lease or
Property Contract without first obtaining the written consent of Purchaser;
provided, however, Seller agrees that, without the prior written consent of
Purchaser, which consent shall not be unreasonably withheld, conditioned or
delayed, any new or renewed Leases shall not have a term in excess of 1 year and
any new Property Contract shall be terminable upon  not more than 30 days
notice without penalty.  Until Closing occurs, (i) Seller shall continue to
perform, and shall not violate, the terms, covenants, provisions and conditions
set forth in the Assumed Loan Documents and (ii) other
than the regularly scheduled installment payments due under the Notes, Seller
shall not prepay any portion of the principal balance of the Notes.

7.2       General Operation of
Property.

 
Except as specifically set forth in this Article VII, Seller shall
continue to operate the Property after the Effective Date in the ordinary course
of business, and except as necessary in Seller’s reasonable discretion to
address (a) any life or safety issue at the Property or (b) any other matter
which in Seller’s reasonable discretion materially adversely affects the use,
operation or value of the Property, Seller will not make any material
alterations to the Property or remove any material Fixtures and Tangible
Personal Property without the prior written consent of Purchaser which consent
shall not be unreasonably withheld, denied or delayed.  Seller agrees to
maintain its existing insurance policies (or replacement policies on comparable
terms) covering the Property in full force and effect through the Closing Date.
In accordance with Seller's ordinary course of business with respect to the
Property, Seller shall make necessary reasonable repairs to the Property and
keep the Property in substantially the same condition as of the expiration of
the Feasibility Period, ordinary wear and tear, casualty and condemnation
excepted and subject to the provisions of Article XI and Article XII; provided,
however, that the foregoing covenant shall not obligate Seller in any manner to
upgrade or make capital improvements to the Property.  Seller agrees that at Closing, Purchaser shall be entitled
to a credit against the Purchase Price in an amount equal to $500.00 for each
Tenant Unit which is vacant and not in Rent-Ready Condition on the date which is
five (5) Business Days prior to the Closing.

7.3       Liens.

. 
Other than utility easements 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 or encumbrance to attach to the Property
between the Effective Date and the Closing Date (other than Leases and Property
Contracts as provided in Section 7.1) unless Purchaser
approves such lien or encumbrance, which approval shall not be unreasonably
withheld, conditioned or delayed.  If Purchaser approves any such
subsequent lien or encumbrance, the same shall be deemed a Permitted Encumbrance
for all purposes hereunder.

7.4       Tax Appeals

 
If any tax reduction proceedings, tax protest proceedings or tax assessment
appeals for the Property, relating to any tax years up to and including tax year
2010, are pending at the time of Closing, Seller reserves and shall have the
right to continue to prosecute and/or settle the same without the consent of
Purchaser.  Seller hereby reserves and shall have the exclusive right, at
any time after the Closing Date, to institute a tax reduction proceeding, tax
protest proceeding or tax assessment appeal for the Property with respect to
real estate taxes attributable to tax years up to and including the tax year in
which the Closing occurs and Seller shall have the right to prosecute and/or
settle the same without the consent of Purchaser.  Purchaser agrees that it
shall not independently institute any tax reduction proceedings, tax protest
proceedings, or tax assessment appeals for the Property with respect to any tax
year up to and including the 2010 tax year.  Purchaser shall cooperate with
Seller in connection with the prosecution and/or settlement of any such tax
reduction proceedings, tax protest proceedings or tax assessment appeals,
including executing such documents as Seller may reasonably request in order for
Seller to prosecute and/or settle any such proceedings.  Any refunds or
savings in the payment of taxes resulting from any tax reduction proceedings,
tax protest proceedings or tax assessment appeals applicable to the period prior
to the Closing Date shall belong to Seller and any refunds or savings in the
payment of taxes applicable to the period from and after
the Closing Date shall belong to Purchaser.  All attorneys’ fees and other
expenses incurred in obtaining such refunds or savings shall be apportioned
between Seller and Purchaser in proportion to the gross amount of such refunds
or savings payable to Seller and Purchaser, respectively.

ARTICLE VIII
CONDITIONS
PRECEDENT TO CLOSING

8.1       Purchaser’s
Conditions to Closing.

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

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

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

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


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

8.1.5   
Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy
proceeding; and

8.1.6   
Provided that Purchaser has complied with the terms of Section 4.5 and has
obtained Lender’s consent to the Loan Assumption and Release prior to the
expiration of the Loan Assumption Approval Period, the Loan Assumption and
Release shall have occurred.

Notwithstanding
anything to the contrary, there are no other conditions on Purchaser’s
obligation to Close except as expressly set forth in this
Section 8.1.  If any condition set forth in this
Section 8.1 is not met, Purchaser may (a) waive any of the
foregoing conditions and proceed to Closing on the Closing Date with no offset
or deduction from the Purchase Price, (b) terminate this Contract and receive a
return of the Deposit from the Escrow Agent, or (c) if such failure
constitutes a default by Seller of its covenants hereunder, exercise any of its
remedies pursuant to Section 10.2; provided, however, that if the
condition set forth in this Section 8.1.6 is not met due to a default by
Purchaser under this Contract or as a result of Purchaser’s failure to satisfy
Lender’s requirements with respect to the Loan Assumption and Release, then the
occurrence of the Loan Assumption and Release shall not be a condition to
Purchaser’s obligations to close hereunder and Seller may exercise any of its
remedies under Section 10.1.

8.2       Seller’s Conditions
to Closing.

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

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

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

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

8.2.4   
Neither Purchaser nor Purchaser’s manager and/or member shall be a debtor in any
bankruptcy proceeding;

8.2.5   
There shall not be any pending litigation or, to the knowledge of either
Purchaser or Seller, any litigation threatened in writing, which, if adversely
determined, would restrain the consummation of any of the transactions
contemplated by this Contract or declare illegal, invalid or nonbinding any of
the covenants or obligations of the Purchaser; and

8.2.6   
The Loan Assumption and Release shall have occurred.

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

ARTICLE IX
BROKERAGE

9.1       Indemnity.

 
Seller represents and warrants to Purchaser that it has dealt only with Shelton
D. Granade, Jr. of CB Richard Ellis (“Broker”) in connection with this
Contract.  Seller and Purchaser each represents and warrants to the other
that, other than Broker, it has not dealt with or utilized the services of any
other real estate broker, sales person or finder in connection with this
Contract, and each party agrees to indemnify, hold harmless, and, if requested
in the sole and absolute discretion of the indemnitee, defend (with counsel
approved by the indemnitee) the other party from and against all Losses relating
to brokerage commissions and finder’s fees arising from or attributable to the
acts or omissions of the indemnifying party.

9.2       Broker
Commission.

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

ARTICLE X
DEFAULTS AND REMEDIES

10.1     Purchaser Default.

 
If Purchaser defaults 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 Seller the deliveries specified under
Section 5.3 on the date required thereunder, or (c) deliver
the Purchase Price in accordance with Article II and close on the purchase of
the Property on the Closing Date, then, immediately and without the right to
receive notice or to cure pursuant to Section 2.3.3, Purchaser
shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to
Seller, and neither party shall be obligated to proceed with the purchase and
sale of the Property.  If Purchaser defaults 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 (i) Seller defaults in its obligations hereunder to deliver to Escrow Agent
the deliveries specified under Section 5.2 on the date required
thereunder, or to close on the sale of the Property on the Closing Date, or (ii)
prior to the Closing, Seller defaults in its other covenants or obligations
under this Contract and such default continues for more than 10 days after
written notice from Purchaser, then, at Purchaser's election and as Purchaser's
exclusive remedy, Purchaser may either (a) terminate this Contract, and all
payments and things of value, including the Deposit, provided by Purchaser
hereunder shall be returned to Purchaser and Purchaser may recover, as its sole
recoverable damages (but without limiting its right to receive a refund of the
Deposit), its direct and actual out-of-pocket expenses and costs (documented by
paid invoices to third parties) in connection with this transaction, which
damages shall not exceed $50,000 in aggregate, or (b) subject to the conditions
below, seek specific performance of Seller’s obligation to deliver the Deed
pursuant to this Contract (but not damages).  Purchaser may seek specific
performance of Seller’s obligation to deliver the Deed pursuant to this Contract
only if, as a condition precedent to initiating such litigation for specific
performance, Purchaser shall (x) not otherwise be in default under this
Contract; and (y) file suit therefor with the court on or before the 90th day
after the scheduled Closing Date; if Purchaser fails to
file an action for specific performance within 90 days after the scheduled
Closing Date, then Purchaser shall be deemed to have elected to terminate the
Contract in accordance with Section 10.2.  If specific performance is not
available due to the sale or other transfer of ownership of the Property by
Seller to a third-party, Purchaser shall be entitled to pursue, as its sole
recoverable damages, its direct and actual out-of-pocket expenses and costs
(documented by paid invoices to third parties), which damages shall not exceed
$500,000.  If this Contract is terminated other than as a result of
Seller’s default, Purchaser agrees that it shall promptly deliver to Seller an
assignment of all of Purchaser’s right, title and interest in and to (together
with possession of) all plans, studies, surveys, reports, and other materials
paid for with the out-of-pocket expenses reimbursed by Seller pursuant to the
foregoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS
INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES
AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST
SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER
OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
BY THIS CONTRACT.  UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED
TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT
DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH
BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. 
PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN
AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK
SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING
AN ACTION SEEKING SUCH REMEDY.

ARTICLE XI
RISK OF LOSS
OR CASUALTY

11.1     Major Damage.

 
If the Property is damaged or destroyed by fire or other casualty prior to
Closing, and the cost for demolition, site cleaning, restoration, replacement,
or other repairs (collectively, the “Repairs”), is more than $250,000.00
(a “Major Damage”), then Seller shall have no obligation to make
such Repairs, and shall notify Purchaser in writing of such damage or
destruction (the “Damage Notice”).  If there is a Major Damage, then
Purchase may elect, by delivering written notice to Seller on or before the
earlier of (x) Closing and (y) the date which is ten (10) days after Purchaser’s
receipt of the Damage Notice, to terminate this Contract.  In such event,
the Deposit shall be returned to Purchaser.  If Purchaser fails to timely
terminate this Contract pursuant to this Section 11.1, this transaction
shall be closed in accordance with Section 11.3
below.

11.2     Minor Damage.

 
If the Property is damaged or destroyed by fire or other casualty prior to
Closing, and the cost of Repairs is equal to or less than $250,000.00, then this
transaction shall be closed in accordance with
Section 11.3, notwithstanding such casualty.  In
such event, Seller may at its election endeavor to make such Repairs to the
extent of any recovery from insurance carried on the Property, if such Repairs
can be reasonably effected before the Closing.  Regardless of Seller’s
election to commence such Repairs, or Seller’s ability to complete such Repairs
prior to Closing, this transaction shall be closed in accordance with Section
11.3 below.

11.3     Closing.

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

11.4     Repairs.

 
To the extent that Seller elects to commence any Repairs prior to Closing, then
Seller shall be entitled to receive and apply available insurance proceeds to
any portion of such Repairs completed or installed prior to Closing, with
Purchaser being responsible for completion of such Repairs after Closing. 
To the extent that any Repairs have been commenced prior to Closing, then the
Property Contracts shall include, and Purchaser shall assume at Closing, all
construction and other contracts entered into by Seller in connection with such
Repairs; provided however, that (except in the event of emergency, as determined
in Seller’s sole discretion) Seller will consult with Purchaser prior to
entering into any such contract if Purchaser will likely have to assume such
contract. Notwithstanding the foregoing to the contrary, Seller retains the sole
right and authority to enter into any such contract 

ARTICLE XII
EMINENT
DOMAIN

12.1    
Eminent Domain.

 
If 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. If
Purchaser so terminates this Contract, then Escrow Agent shall release the
Deposit to Purchaser. If Purchaser fails to terminate this Contract within such
10-day period, this transaction shall be closed in accordance with the terms of
this Contract for the full Purchase Price and Purchaser shall receive the full
benefit of any condemnation award.  It is expressly agreed between the
parties hereto that this section shall in no way apply to customary dedications
for public purposes which may be necessary for the development of the
Property.

ARTICLE XIII
MISCELLANEOUS

13.1    
Binding Effect of Contract.

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

13.2    
Exhibits and Schedules.

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

13.3    
Assignability.

 
Except to the extent required to comply with the provisions of
Section 13.18 related to a 1031 Exchange, this Contract is not
assignable by Purchaser without first obtaining the prior written approval of
Seller.  Notwithstanding the foregoing, Purchaser may assign this Contract,
without first obtaining the prior written approval of Seller, to one or more
entities so long as (a) Purchaser 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.  Notwithstanding the foregoing, Purchaser shall be
released from liability under this Contract at Closing, provided that a
permitted assignee of Purchaser assumes all obligations of Purchaser pursuant to
an assignment and assumption agreement reasonably acceptable to Seller. In such
event, Seller shall look solely to such Purchaser’s assignee and/or the Property
with respect to all obligations under this Contract, whether arising before or
after Closing.

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 obtained
by the person effecting hand delivery, generated by the overnight delivery
service, returned by the U.S. mail, or set forth in the automatic
machine-generated facsimile transmission confirmation sheet 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:

Harbor Group International, LLC

330
Hembree Grove Trace

Roswell,
GA 30076

Attention: 
Michael Bippus

Facsimile:
(757) 640-0817

Email: 
mbippus@harborg.com

 

and


 

Harbor
Group International, LLC

999
Waterside Drive, Suite 2300

Norfolk,
VA  23510

Attention: 
T. Richard Litton, Jr.

Facsimile:
(757) 640-0817

Email: 
trlitton@harborg.com

 

with
a copy to: 

 

Robert
Farmer, Esq. 

Kaufman
& Canoles, P.C.

2101
Parks Avenue, Suite 700

Virginia
Beach, VA  23451

Telephone:
757-491-4018
Facsimile:  757.491.4020
Email: refarmer@kaufcan.com


 

To
Seller:

Concap Village Green Associates, LTD. 

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

Facsimile: 
303-300-3261 

Email: 
mark.reoch@aimco.com 

And:

Concap Village Green Associates, LTD.

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
John Bezzant 

Telephone: 
303-691-4300

Facsimile: 
303-300-3261 

Email: 
john.bezzant@aimco.com

with
copy to:

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

and
a copy to:



CB Richard Ellis – Investment Properties – Multi-housing
189 S.
Orange Avenue, Suite 1900
Orlando, Florida  32801
Attention: 
Mr. Shelton D. Granade, Jr.
Telephone:  (407)
839-3109
Facsimile:    (407) 404-5001

Email: 
shelton.granade@cbre.com

and
a copy to:

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

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

First American Title Insurance Company of New York

333
Earle Ovington Blvd.

Uniondale,
NY 11553

Attention: 
Steve Rogers, Esq.

Telephone: 
516-832-3208

Email: 
sgrogers@firstam.com

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

13.7    
Governing Law and Venue.

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

13.8     Entire Agreement.

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

13.9    
Amendments.

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

13.10  
Severability.

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

13.11   Multiple
Counterparts/Facsimile Signatures.

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

13.12  
Construction.

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

13.13  
Confidentiality

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

13.14   Time of the
Essence.

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

13.15   Waiver.

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

13.16   Attorneys’
Fees.

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

13.17   Time Zone/Time
Periods.

 
Any reference in this Contract to a specific time shall refer to the time in the
time zone where the Property is located.  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.  Notwithstanding anything in this
Section 13.18 to the contrary, Seller shall have the right to
extend the Closing Date (as extended pursuant to Section 5.1)
for up to 30 days in order to facilitate a tax free exchange pursuant to this
Section 13.18, and to obtain all documentation in connection
therewith.

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

 
Purchaser acknowledges that this Contract is entered into by Seller which is a
Texas 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.  Seller acknowledges that this Contract is entered into by
Purchaser which is a Delaware limited liability company, and Seller agrees that
none of Purchaser, or Purchaser’s partners, managers, members, employees,
officers, directors, trustees, shareholders, counsel, representatives, or agents
shall have any personal liability under this Contract or any document executed
in connection with the transactions contemplated by this Contract.

13.20   ADA Disclosure.

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

13.21   No
Recording.

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

13.22   Relationship of
Parties.

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

13.23   AIMCO
Marks.

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

13.24   Non-Solicitation of Employees.

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

13.25   Survival.

 
Except for (a) all of the provisions of this Article XIII (other than
Sections 13.18 and 13.20); (b)
Sections 2.3, 3.3,
3.4, 3.5, 3.6, 4.5.5,
4.5.6, 5.4, 5.5, 6.2,
6.3, 6.5, 7.4, 9.1, 11.4,
and 14.2; (c) any other provisions in this Contract, that by their
express terms survive the termination of this Contract or the Closing; and (d)
any payment obligation of Purchaser under this Contract (the foregoing (a), (b),
(c) and (d) referred to herein as the “Survival Provisions”), none of the
terms and provisions of this Contract shall survive the termination of this
Contract, and if the Contract is not so terminated, all of the terms and
provisions of this Contract (other than the Survival Provisions, which shall
survive the Closing) shall be merged into the Closing documents and shall not
survive Closing.

13.26   Multiple
Purchasers.

 
As used in this Contract, the term “Purchaser” 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.

13.27   Waiver of Jury Trial.

 
The parties hereto waive trial by jury in any action, proceeding or counterclaim
brought by any party against any other party on any matter arising out of or in
any way connected with this Contract.

13.28   Radon Gas.

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

13.29   Energy Efficiency.

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

ARTICLE XIV
LEAD–BASED
PAINT DISCLOSURE

14.1     Disclosure.

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

14.2     Consent Agreement.

 
Testing (the "Testing") has been performed at the Property with
respect to lead-based paint.  TRC performed the Testing and reported its
findings in the certificate dated December 28, 2007, a
copy of which has been previously provided to Purchaser (the
"Report").  The Report certifies the Property as lead-based
paint free.  By execution hereof, Purchaser acknowledges receipt of a copy
of the Report, the Lead-Based Paint Disclosure Statement attached hereto as
Exhibit H, and acknowledges receipt of that certain Consent Agreement
(the "Consent Agreement") by and among the United States
Environmental Protection Agency (executed December 19, 2001), the United States
Department of Housing and Urban Development (executed January 2, 2002), and
AIMCO (executed December 18, 2001).  Because the Property has been
certified as lead-based paint free, Seller is not required under the Consent
Agreement to remediate or abate any lead-based paint condition at the Property
prior to the Closing.  Purchaser acknowledges and agrees that (1) after
Closing, Purchaser and the Property shall be subject to the Consent Agreement
and the provisions contained herein related thereto and (2) that Purchaser shall
not be deemed to be a third party beneficiary to the Consent Agreement.

 [Remainder
of Page Intentionally Left Blank]


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

Seller:

CONCAP
VILLAGE GREEN ASSOCIATES, LTD., a Texas limited partnership

 

By: 
CCP/III VILLAGE GREEN GP, INC., a South Carolina corporation, its general
partner

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

Purchaser:

HARBOR
GROUP INTERNATIONAL, LLC,

a
Delaware limited liability company

By: 
/s/T. Richard Litton, Jr.
Name:  T. Richard Litton,
Jr.
Title:  President