Arbours of Hermitage - Contract



Exhibit 10.153

PURCHASE
AND SALE CONTRACT

BETWEEN

CCP
IV ARBOURS OF HERMITAGE, LLC,
a Delaware limited liability company

AS
SELLER

AND

NEYLAND
APARTMENT ASSOCIATES LLC,
a Tennessee limited liability company

AS
PURCHASER

 

 

 

THE
ARBOURS OF HERMITAGE

6001
Hickory Boulevard

Hermitage,
Tennessee 37221

 




TABLE OF CONTENTS

Page

 

 

	
 
	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
 
	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
 
	
2.1
	
Purchase
and Sale
	
1

	
 
	
2.2
	
Purchase
Price and Deposit
	
1

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
 
	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
3

	
 
	
3.1
	
Feasibility
Period
	
3

	
 
	
3.2
	
Expiration
of Feasibility Period
	
3

	
 
	
3.3
	
Conduct
of Investigation
	
3

	
 
	
3.4
	
Purchaser
Indemnification
	
4

	
 
	
3.5
	
Property
Materials
	
4

	
 
	
3.6
	
Property
Contracts
	
5

	
 
	
ARTICLE
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
6

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Existing
Deed of Trust
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
7

	
 
	
4.7
	
Purchaser
Financing
	
8

	
 
	
ARTICLE
V
	
CLOSING
	
8

	
 
	
5.1
	
Closing
Date
	
8

	
 
	
5.2
	
Seller
Closing Deliveries
	
8

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
9

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
10

	
 
	
5.5
	
Post
Closing Adjustments
	
12

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
13

	
 
	
6.1
	
Seller’s
Representations
	
13

	
 
	
6.2
	
AS-IS
	
14

	
 
	
6.3
	
Survival
of Seller’s Representations
	
15

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
15

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
15

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
17

	
 
	
7.1
	
Leases
and Property Contracts
	
17

	
 
	
7.2
	
General
Operation of Property
	
17

	
 
	
7.3
	
Liens
	
17

	
 
	
7.4
	
Tax
Appeals
	
17

	
 
	
7.5
	
Fire
Damage
	
18

	
 
	
7.6
	
Insurance
	
19

	
 
	
7.7
	
Rent
Ready Condition
	
19

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
19

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
19

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
20

	
 
	
ARTICLE
IX
	
BROKERAGE
	
20

	
 
	
9.1
	
Indemnity
	
20

	
 
	
9.2
	
Broker
Commission
	
21

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
21

	
 
	
10.1
	
Purchaser
Default
	
21

	
 
	
10.2
	
Seller
Default
	
21

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
22

	
 
	
11.1
	
Major
Damage
	
22

	
 
	
11.2
	
Minor
Damage
	
23

	
 
	
11.3
	
Closing
	
23

	
 
	
11.4
	
Repairs
	
23

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
23

	
 
	
12.1
	
Eminent
Domain
	
23

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
24

	
 
	
13.1
	
Binding
Effect of Contract
	
24

	
 
	
13.2
	
Exhibits
and Schedules
	
24

	
 
	
13.3
	
Assignability
	
24

	
 
	
13.4
	
Captions
	
24

	
 
	
13.5
	
Number
and Gender of Words
	
24

	
 
	
13.6
	
Notices
	
24

	
 
	
13.7
	
Governing
Law and Venue
	
27

	
 
	
13.8
	
Entire
Agreement
	
27

	
 
	
13.9
	
Amendments
	
27

	
 
	
13.10
	
Severability
	
27

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
27

	
 
	
13.12
	
Construction
	
27

	
 
	
13.13
	
Confidentiality
	
27

	
 
	
13.14
	
Time
of the Essence
	
28

	
 
	
13.15
	
Waiver
	
28

	
 
	
13.16
	
Attorneys’
Fees
	
28

	
 
	
13.17
	
Time
Zone/Time Periods
	
28

	
 
	
13.18
	
1031
Exchange
	
28

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
29

	
 
	
13.20
	
ADA
Disclosure
	
29

	
 
	
13.21
	
No
Recording
	
29

	
 
	
13.22
	
Relationship
of Parties
	
29

	
 
	
13.23
	
AIMCO
Marks
	
29

	
 
	
13.24
	
Non-Solicitation
of Employees
	
30

	
 
	
13.25
	
Survival
	
30

	
 
	
13.26
	
Multiple
Purchasers
	
30

	
 
	
13.27
	
Waiver
of Jury Trial
	
30

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
30

	
 
	
14.1
	
Disclosure
	
30

	
 
	
14.2
	
Consent
Agreement
	
30

								



EXHIBITS AND SCHEDULES

 

EXHIBITS

 

Exhibit
A                     
Legal Description

Exhibit
B                     
Form of Special Warranty Deed

Exhibit
C                     
Form of Bill of Sale

Exhibit
D                     
Form of General Assignment and Assumption

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

Exhibit
F                      
Form of Notice to Vendor Regarding Termination of Contract

Exhibit
G                     
Form of Tenant Notification

Exhibit
H                     
Form of Lead Paint Disclosure

 

SCHEDULES

 

Schedule
1                  
Defined Terms

Schedule
2                  
List of Excluded Fixtures and Tangible Personal Property

 

 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 21st day of May, 2010 (the “Effective
Date”), by and between CCP IV ARBOURS OF HERMITAGE, LLC, a Delaware
limited liability company, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and
NEYLAND APARTMENT ASSOCIATES LLC, a Tennessee limited liability company, having
a principal address at P.O. Box 3278, Knoxville, Tennessee 37927 or its
permitted assigns pursuant to Section 13.3 of this Contract
(“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 Davidson County, Tennessee, as
more particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as The Arbours of Hermitage
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 Sixteen Million Six Hundred Thousand  Dollars
($16,600,000.00), 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”) an initial deposit (the “Initial Deposit”) of
One Hundred Sixty-Six Thousand  Dollars ($166,000.00) by wire transfer of
immediately available funds (“Good Funds”).

2.2.2    On or
before 2 Business Days following the date on which the Feasibility Period
expires, Purchaser shall deliver to Escrow Agent an additional deposit of Two
Hundred Thirty-Four Thousand  Dollars ($234,000.00) (the “Additional
Deposit”) of  by wire transfer of Good Funds.

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

2.3      
Escrow Provisions Regarding Deposit.

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

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

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

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

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

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

ARTICLE III
FEASIBILITY
PERIOD

3.1      
Feasibility Period.

 
Subject to the terms of Sections 3.3 and 3.4 and
the rights of Tenants under the Leases, commencing on May 24, 2010 and ending on
July 8, 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”).

3.2      
Expiration of Feasibility Period.

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

3.3      
Conduct of Investigation.

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

3.4      
Purchaser Indemnification.

3.4.1    Purchaser shall indemnify, hold
harmless and, if requested by Seller (in Seller’s sole discretion), defend (with
counsel approved by Seller) Seller, together with Seller’s affiliates, parent
and subsidiary entities, successors, assigns, partners, managers, members,
employees, officers, directors, trustees, shareholders, counsel,
representatives, agents, Property Manager, Regional Property Manager, and AIMCO
(collectively, including Seller, “Seller’s Indemnified Parties”),
from and against any and all damages, mechanics’ liens, materialmen’s liens,
liabilities, penalties, interest, losses, demands, actions, causes of action,
claims, costs and expenses (including reasonable attorneys’ fees, including the
cost of in-house counsel and appeals) (collectively, “Losses”)
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 $2,000,000.00 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,
to the extent available and in Seller’s possession or reasonable control, all
environmental reports and studies which relate to the Property and were prepared
for Seller by third parties, any and all O&M plans relating to any
remediation work performed by Seller at the Property, and any and all
investigation studies from the Metro-Nashville Fire Department relating to the
Damaged Property (as defined below)), other than such documents and information
that Seller reasonably determines are confidential, proprietary or immaterial
(collectively, the “Materials”). 

3.5.2    Except as expressly set forth in
Seller’s Representations, Seller makes no representations or warranties,
express, written, oral, statutory, or implied, and all such representations and
warranties are hereby expressly excluded and disclaimed.  All Materials 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 (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.

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. 3020-385501TN2) 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 only for payment of the base premium for the Title
Policy.  Purchaser shall be solely responsible for payment of all other
costs relating to procurement of the Title Commitment, the Title Policy, and any
requested endorsements.

 

4.2      
Survey.

 
Within 3 Business Days after the Effective Date, Seller shall deliver to
Purchaser the existing survey of the Property dated August 31, 2005 and prepared
by Barge Waggoner Sumner & Cannon, Inc. (the “Existing
Survey”).  Purchaser may, at its sole cost and expense, order a new
or updated survey of the Property either before or after the Effective Date
(such new or updated survey together with the Existing Survey, is referred to
herein as the “Survey”).

 

4.3      
Objection and Response Process.

 
On or before June 28, 2010 (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 July 2, 2010 (the “Response Deadline”), Seller may,
in Seller’s sole discretion, give Purchaser notice (the “Response
Notice”) of those Objections which Seller is willing to cure, if
any.  Seller shall be entitled to reasonable adjournments of the Closing
Date to cure  the Objections, not to exceed 30 days in the aggregate. 
If Seller fails to deliver a Response Notice by the Response Deadline, Seller
shall be deemed to have elected not to cure or otherwise resolve any matter set
forth in the Objection Notice.  If Purchaser is dissatisfied with the
Response Notice or the lack of Response Notice, Purchaser may, as its exclusive
remedy, exercise its right to terminate this Contract prior to the expiration of
the Feasibility Period in accordance with the provisions of Section
3.2.  If Purchaser fails to timely exercise such right,
Purchaser shall be deemed to accept the Title Documents and Survey with
resolution, if any, of the Objections set forth in the Response Notice (or if no
Response Notice is tendered, without any resolution of the Objections) and
without any reduction or abatement of the Purchase Price.  Notwithstanding
the foregoing, Seller shall cure and cause the Title Insurer to omit or insure
over (a) the Deed of Trust (as defined below), (b) mechanic’s liens with respect
to work contracted for by Seller at the Property, provided that Seller has received written notice of any such mechanic’s
lien prior to Closing and (c) any judgment lien against the Property that is
caused by the intentional acts of Seller and that can be cured solely by the
payment of a liquidated sum without any further action by Seller.

4.4      
Permitted Exceptions.

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

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

4.4.2   
All Leases;

4.4.3   
Applicable zoning and governmental regulations and ordinances; and

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

4.5      
Existing Deed of Trust.

 
It is understood and agreed that, whether or not Purchaser gives an Objection
Notice with respect thereto, any deeds of trust and/or mortgages which secure
the loan(s) encumbering the Property (collectively, the “Deed of
Trust”) shall not be deemed Permitted Exceptions and shall be paid off
from proceeds of the Purchase Price at Closing.  

4.6      
Subsequently Disclosed Exceptions.

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

4.7      
Purchaser Financing.

 
Purchaser assumes full responsibility to obtain the funds required for
settlement, and Purchaser’s acquisition of such funds shall not be a contingency
to the Closing.

ARTICLE V
CLOSING

5.1      
Closing Date.

 
The Closing shall occur on July 19, 2010 (the “Closing Date”)
through an escrow with Escrow Agent, whereby Seller, Purchaser and their
attorneys need not be physically present at the Closing and may deliver
documents by overnight air courier or other means.  Notwithstanding the
foregoing to the contrary, Seller shall have the option, by delivering written
notice to Purchaser at least five (5) days prior to the Closing, 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
Seller’s payment in full of the loan(s) secured by the Deed of Trust (the
“Loan Payoff”).  

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 3 Business Days prior to the Closing Date:

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

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

5.2.3    A General Assignment in the form
attached as Exhibit D (the “General Assignment”), which
General Assignment shall include the assignment of all Repair Work Contracts to
the extent required under Section 7.5 below.

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

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

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

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

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

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

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

5.2.11 
In connection with the Damaged Property, and to the extent required under
Section 7.5, an Assignment of Insurance Claims and Proceeds in form reasonably
acceptable to Seller, Purchaser and the insurance company (the “Insurance
Assignment”).

5.2.12 
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 (i) the closing statement (which shall be delivered on or before the
Closing Date) and (ii) the balance of the Purchase Price which is to be
delivered at the time specified in Section 2.2.3, Purchaser shall deliver to
Escrow Agent, each of the following items no later than 3 Business Days prior to
the Closing Date:

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   
A countersigned counterpart of the Insurance Assignment.

5.3.6   
Notification letters to all Tenants prepared and executed by Purchaser in the
form attached hereto as Exhibit G, which shall be delivered to all
Tenants by Purchaser immediately after Closing. 

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

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

5.3.9    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, 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 use good faith efforts to deliver such Proration Schedule 2
days prior to Closing, provided, however, if such Proration Schedule is
delivered to Purchaser later than 1 Business Day prior to Closing, then the
Closing shall automatically be adjourned to the next Business Day following
Seller’s delivery of such Proration Schedule to Purchaser.  

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 105% of the figures from the preceding year
(assuming payment at the earliest time to allow for the maximum possible
discount).  The proration of real property taxes or installments of
assessments shall be final and not subject to re-adjustment after Closing. 

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

5.4.6   
Leases.

5.4.6.1 All collected rent (whether fixed monthly rentals,
additional rentals, escalation rentals, retroactive rentals, operating cost
pass-throughs or other sums and charges payable by Tenants under the Leases),
income and expenses from any portion of the Property shall be prorated as of the
Closing Date.  Purchaser shall receive all collected rent and income
attributable to dates from and after the Closing Date.  Seller shall
receive all collected rent and income attributable to dates prior to the Closing
Date.  Notwithstanding the foregoing, no prorations shall be made in
relation to either (a) non-delinquent rents which have not been collected as of
the Closing Date, or (b) delinquent rents existing, if any, as of the Closing
Date (the foregoing (a) and (b) referred to herein as the "Uncollected
Rents").  In adjusting for Uncollected Rents, no adjustments shall
be made in Seller's favor for rents which have accrued and are unpaid as of the
Closing, but Purchaser shall pay Seller such accrued Uncollected Rents as and
when collected by Purchaser.  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 Seller in
connection with all efforts by Seller to collect such Uncollected Rents and to
take all steps, whether before or after the Closing Date, as may be necessary to
carry out the intention of the foregoing; provided, however, that Purchaser’s
obligation to cooperate with Seller pursuant to this sentence shall not obligate
Purchaser to terminate any Tenant lease with an existing Tenant or evict any
existing Tenant from the Property.

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

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

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

5.4.9   
Closing Costs.  Purchaser shall pay the cost of (a) any recording
fees and sales, use, gross receipts or similar taxes, (b) all recordation and
transfer taxes, documentary stamp taxes and similar charges, if any, applicable
to the transfer of the Property to Purchaser, (c) all mortgage recording fees
and taxes with respect to any mortgage loan obtained by Purchaser in connection
with its purchase of the Property, (d) any premiums or fees required to be paid
by Purchaser with respect to the Title Policy pursuant to Section 4.1,
and (d) one-half of the customary closing costs of the Escrow Agent. 
Seller shall pay (x) the base premium for the Title Policy to the extent
required by Section 4.1 and (y) one-half of the
customary closing costs of the Escrow Agent.  

5.4.10  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 two (2)
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.  If at
any time after the Records Hold Period, Purchaser desires to dispose of Seller’s
Property-Related Files and Records, Purchaser must first provide Seller prior
written notice (the “Records Disposal Notice”).  Seller shall
have a period of 30 days after receipt of the Records Disposal Notice to enter
the Property (or such other location where such records are then stored) and
remove or copy those of Seller’s Property-Related Files and Records that Seller
desires to retain.  

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 $5,000.00 in the aggregate.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND
PURCHASER

6.1      
Seller’s Representations.

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

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

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

6.1.3   
Except for (a) any actions by Seller to evict Tenants under the Leases, or (b)
any matter covered by Seller’s current insurance policy(ies), to Seller’s
knowledge, there are no material actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
in writing against the Property which will adversely impact Seller’s ability to
convey the Property or which would materially adversely affect the Property
after the Closing;

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 5.2.9) is accurate in
all material respects;

6.1.6    To Seller’s knowledge, the Property
Contracts List (as updated pursuant to Section 5.2.10)
is accurate in all material respects;

6.1.7    To Seller’s knowledge, Seller is the
owner of the Fixtures and Tangible Personal Property free and clear of any liens
or encumbrances, other than the Deed of Trust;

6.1.8   
To Seller’s knowledge, Seller has not received any written notice that the
Property, or the use thereof, violates any covenants or restrictions encumbering
the Property, which violation remains uncured; and

6.1.9   
To Seller’s knowledge, the current financial statements prepared by or on behalf
of Seller (but not by any Consultant or other third-party) are used in the
ordinary course of Seller’s business and are not inaccurate or misleading in any
material respects.

6.2      
AS-IS.

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

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

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

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

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

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

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

6.3      
Survival of Seller’s Representations.

 
Seller and Purchaser agree that Seller’s Representations shall survive Closing
for a period of 9 months (the “Survival Period”).  Seller
shall have no liability after the Survival Period with respect to Seller’s
Representations contained herein except to the extent that Purchaser has filed a
claim against Seller during the Survival Period for breach of any of Seller’s
Representations.  Under no circumstances shall Seller be liable to
Purchaser for more than $500,000 in any individual instance or in the aggregate
for all breaches of Seller’s Representations, nor shall Purchaser be entitled to
bring any claim for a breach of Seller’s Representations unless the claim for
damages (either in the aggregate or as to any individual claim) by Purchaser
exceeds $5,000.  In the event that Seller breaches any representation
contained in Section 6.1 and Purchaser had knowledge of such
breach prior to the Closing Date, and elected to close regardless, Purchaser
shall be deemed to have waived any right of recovery, and Seller shall not have
any liability in connection therewith.

6.4      
Definition of Seller’s Knowledge.

 
Any representations and warranties made “to the knowledge of Seller” shall not
be deemed to imply any duty of inquiry.  For purposes of this Contract, the
term Seller’s “knowledge” shall mean and refer only to actual knowledge
of the 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 Brian Baker who is the
regional property manager handling this Property and the term “Community
Manager” shall refer to Regina Garringer who is the community manager
handling this Property.

6.5      
Representations and Warranties of Purchaser.

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

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

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

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

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

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

6.5.6   
Purchaser is not a Prohibited Person.

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

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

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

ARTICLE
VII
OPERATION OF THE PROPERTY

7.1      
Leases and Property Contracts.

 
During the period commencing on the Effective Date and ending on the Closing
Date, in the ordinary course of business (including, without limitation,
consistent with Seller’s ordinary course of business for renting units to new
tenants and/or renewing leases for existing tenants) 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.

7.2      
General Operation of Property.

 
Except as specifically set forth in this Article VII, Seller shall
continue to operate and maintain the Property after the Effective Date in the
ordinary course of business, and except as necessary in Seller’s sole discretion
to address (a) any life or safety issue at the Property, (b) the Repair Work and
(c) any other matter which in Seller’s reasonable discretion materially
adversely affects the use, operation or value of the Property, Seller will not
make any material alterations to the Property or remove any material Fixtures
and Tangible Personal Property without the prior written consent of Purchaser
which consent shall not be unreasonably withheld, denied or delayed.

7.3      
Liens.

 
Other than utility easements 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.

7.5      
Fire Damage.

 
Seller and Purchaser acknowledge that a portion of the Property (the
“Damaged Property”) was damaged by a fire prior to the Effective
Date.  Seller agrees that prior to the Closing Seller shall use reasonable
efforts to commence making Repairs to the Damaged Property (the “Repair
Work”) in order to restore the Damaged Property to substantially the
same condition it was in prior to the fire.  Seller shall be entitled to
receive and apply all available insurance proceeds to the portions of the Repair
Work completed or installed prior to Closing.  If for any reason the Repair
Work is not completed prior to the Closing, then (i) the Closing shall occur in
accordance with the terms of the Contract for the full Purchase Price, (ii)
Purchaser, at Purchaser’s sole cost and expense, shall be responsible for
completion of the Repair Work from and after Closing, (iii) at Closing Seller
shall (x) to the extent not spent by Seller for the Repair Work, provide
Purchaser with a credit against the Purchase Price equal to the sum of (a) the
deductible amount applicable under Seller’s property insurance policy and (b)
any property insurance proceeds collected by Seller related to the Damaged
Property (other than insurance proceeds received by Seller for rental loss or
business interruption insurance (which Seller shall retain the full benefit of))
and (y) assign to Purchaser, by way of the Insurance Assignment, all of Seller’s
right, title and interest in and to all outstanding claims for insurance
proceeds related to the Damaged Property (other than any outstanding claims for
rental loss or business interruption insurance (which Seller shall retain the
right to recover same)), less any amounts which may already have been spent by
Seller for the Repair Work; provided, however, Seller and Purchaser hereby agree
that the maximum claim that may be made in the aggregate by Seller or Purchaser
for insurance proceeds relating to the Damaged Property (excluding any claim for
rental loss or business interruption insurance) shall not exceed $1,169,598,
(iv) in lieu of assigning any outstanding claims from rental loss or business
interruption insurance, at Closing Seller shall provide Purchaser with a credit
against the Purchaser Price equal to the product of (A) the number of months (or
portion thereof) between the Closing Date through October 31, 2010 and (B)
$9,031.13, and (v) at Closing, by way of the General Assignment, Seller shall
assign, and Purchaser shall assume, all construction and other contracts entered
into by Seller in connection with the Repair Work (collectively, the
“Repair Work Contracts”).  The general contract entered into
by Seller in connection with the Repair Work shall provide that if the Repair
Work is not completed by October 31, 2010, then the general contractor shall pay
a penalty equal to the product of (1) the number of days between October 31,
2010 and the actual completion date of the Repair Work and (2) $150. 
Seller shall provide such necessary lien waivers and indemnities to the Title
Insurer in order to remove any mechanic’s lien exception as a result of the
Repair Work performed prior to the Closing which remains unpaid as of the
Closing Date, provided, however, if any portion of the Repair Work has been
completed prior to the Closing, but the date of the application for payment from
the general contractor or construction manager, as the case may be, relating to
the payment of a portion of the Repair Work is not scheduled to occur until
after the Closing Date, then Purchaser shall be required to pay for such Repair
Work to the extent Purchaser receives the insurance proceeds (or, if such
insurance proceeds are collected by Seller, then a credit against the Purchase
Price) in connection with such portion of the Repair
Work.  To the extent in Seller’s possession or control, Seller shall
deliver to Purchaser copies of the Repair Work Contracts, inspection reports,
insurance adjustor’s reports, applications for payment, lien waivers, permits
and such other documents, materials and information that Seller reasonably
determines are not confidential, proprietary or immaterial relating to the
Repair Work.  Subject to Section 3.3 hereof, Purchaser shall be permitted
to access the Property to inspect the progress of the Repair Work.  

7.6      
Insurance.

 
Between the date hereof and the Closing Date, Seller shall maintain all of its
insurance in full force and effect, or replace the same with equivalent or
better coverage.

7.7      
Rent Ready Condition.

 No
later than four (4) Business Days prior to the Closing, Purchaser and
Seller shall agree on the number of Tenant units at the Property that
are vacant and not in Rent Ready Condition.  If, on the Closing
Date, any such vacant Tenant units are still not in Rent Ready
Condition, then Purchaser shall receive a credit against the Purchase Price
in an amount equal to the product of (i) the number of such vacant Tenant
units, and (ii) $750.00.  For purposes hereof, “Rent Ready
Condition” shall mean that interior carpets have been shampooed, interior
walls have been fully painted, kitchen appliances (and water heaters and HVAC to
the extent such items serve only the individual Tenant unit(s)) are in working
order, and there is no material damage to the doors, walls, ceilings, floors and
windows inside such Tenant Units.  

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

8.1.4   
The Title Insurer shall be committed to the issuance of the Title Policy
insuring title to the Property subject only to the Permitted Exceptions,
provided, however, if Purchaser elects to obtain additional coverage or
endorsements to the base Title Policy, then obtaining such additional coverage
or endorsements shall not be a condition precedent to Purchaser’s obligations to
close under this Contract;

8.1.5   
Seller shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed by Seller hereunder; and

8.1.6    Neither
Seller nor Seller’s managing member shall be a debtor in any bankruptcy
proceeding.

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

8.2      
Seller’s Conditions to Closing.

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

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

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

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

8.2.4   
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

8.2.5   
Neither Purchaser nor Purchaser’s manager(s) and/or member(s) shall be a debtor
in any bankruptcy proceeding.

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 Jason
Nettles of HFF (“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, provided that Purchaser is not in default
under this Contract, 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 $75,000 in the 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 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 subsection (a) above, 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.

 
In the event that the Property is damaged or destroyed by fire or other casualty
after the Effective Date, but prior to Risk of Loss Transfer, and the cost for
demolition, site cleaning, restoration, replacement, or other repairs
(collectively, the “Repairs”), is more than
$1,000,000.00  (a “Major Damage”), then Seller shall have no
obligation to make such Repairs, and shall notify Purchaser in writing of such
damage or destruction (the “Damage Notice”).  If there is a
Major Damage, then Purchaser may elect, by delivering written notice to Seller
on or before the earlier of (x) Closing and (y) the date which is ten (10) days
after Purchaser’s receipt of the Damage Notice, to terminate this Contract,
provided, however, if Purchaser receives the Damage Notice later than ten (10)
days prior to the Closing, then the Closing shall automatically be extended to
the date which is ten (10) days after Purchaser’s receipt of the Damage
Notice.  In such event, the Deposit shall be returned to Purchaser. 
In the event Purchaser fails to timely terminate this
Contract pursuant to this Section 11.1, this transaction shall be closed
in accordance with Section 11.3 below.

11.2     Minor
Damage.

 
If that the Property is damaged or destroyed by fire or other casualty after the
Effective Date, but prior to Risk of Loss Transfer, and the cost of Repairs is
equal to or less than $1,000,000.00, 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
(including any rental loss or business interruption insurance claims for the
period from and after the Closing Date), and thereafter Purchaser shall receive
all insurance proceeds pertaining to such claims, 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 and not otherwise paid by Seller with respect to the Repair
Work); 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.

 
If, in connection with this Article 11, 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, including any entity, directly or indirectly, owned or
controlled by Joseph A. Fielden, Sr. and Charles W. Ergen.

13.4    
Captions.

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

13.5     Number and
Gender of Words.

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

13.6    
Notices.

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

To
Purchaser:

Neyland Apartment Associates LLC
P.O. Box
3278
Knoxville, Tennessee 37927
Attention:  Joe
Fielden
Telephone:  865-567-8400
Facsimile: 
865-524-9195
Email:  joejr@jafielden.com 

With
a  copy to: 

Tennessee
Valley Title Insurance Co.
1500 First Tennessee Plaza
Knoxville, Tennessee

Attention: Joseph H. Huie, Esq. 37929
Telephone:
865-523-6254
Facsimile:  865-525-5351
Email:
jhuie@tnvalleytitle.com

To
Seller:

CCP IV Arbours of Hermitage, LLC

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:

CCP IV Arbours of Hermitage, LLC

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:



HFF

3414
Peachtree Road NE, Suite 736

Atlanta,
GA 30326
Attention:  Jason Nettles
Telephone: 
404-942-3186
Facsimile:  404-942-2181

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

13.8     Entire
Agreement.

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

13.9    
Amendments.

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

13.10   Severability.

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

13.11   Multiple
Counterparts/Facsimile Signatures.

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

13.12   Construction.

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

13.13   Confidentiality.

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

13.14   Time of the
Essence.

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

13.15   Waiver.

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

13.16   Attorneys’ Fees.

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

13.17   Time Zone/Time
Periods.

 
Any reference in this Contract to a specific time shall refer to the time in the
time zone in the State of Tennessee.  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 the second or third
sentences of 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
Delaware limited liability company, 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 Tennessee 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, 5.4,
5.5, 6.2, 6.3, 6.5, 7.5,
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.

ARTICLE XIV
LEAD–BASED
PAINT DISCLOSURE

14.1    
Disclosure.

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

14.2     Consent
Agreement.

  Testing (the “Testing”) has been
performed at the Property with respect to lead-based paint.  Law
Engineering and Environmental Services, Inc. performed the Testing and reported
its findings in the Multifamily: Component Type Report dated November 11, 2002,
a copy of which has been provided to Purchaser (the
“Report”).  The Report certifies the Property as lead-based
paint free.  By execution hereof, Purchaser acknowledges receipt of a copy
of the Report, the Lead-Based Paint Disclosure Statement attached hereto as
Exhibit H, and acknowledges receipt of that certain Consent Agreement
(the “Consent Agreement”) by and among the United States
Environmental Protection Agency (executed December 19, 2001), the United States
Department of Housing and Urban Development (executed January 2, 2002), and
AIMCO (executed December 18, 2001).  Because the Property has been
certified as lead-based paint free, Seller is not required under the Consent
Agreement to remediate or abate any lead-based paint
condition at the Property prior to the Closing.  Purchaser acknowledges and
agrees that (1) after Closing, Purchaser and the Property shall be subject to
the Consent Agreement and the provisions contained herein related thereto and
(2) that Purchaser shall not be deemed to be a third party beneficiary to the
Consent Agreement.

[Remainder
of Page Intentionally Left Blank]


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

Seller:

CCP
IV ARBOURS OF HERMITAGE, LLC, a Delaware limited liability company

 

By:
CCP IV ASSOCIATES, LTD., a Texas limited partnership, its member

 

By:
CCP/IV RESIDENTIAL GP, L.L.C., a South Carolina limited liability company, its
general partner

 

By:
CONSOLIDATED CAPITAL PROPERTIES IV, LP, a Delaware limited partnership, its
manager

 

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

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

Purchaser:

NEYLAND
APARTMENT ASSOCIATES LLC,
a Tennessee
limited liability company

By:
/s/Joseph A. Fielden Jr.
Name:  Joseph A. Fielden
Jr.
Title:  General Manager