Presidential House - Contract of Sale



Exhibit 10.15

PURCHASE
AND SALE CONTRACT


BETWEEN




DREXEL BURNHAM
LAMBERT REAL ESTATE ASSOCIATES II LIMITED PARTNERSHIP,
a New York limited
partnership


AS
SELLER




AND




ADVENIR, INC.
a Florida
corporation 


AS PURCHASER




PRESIDENTIAL
HOUSE
1572 NE 191st STREET
MIAMI, FLORIDA 33179

 

 

 

 

 

 

 

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
	
4

	
 
	
3.4
	
Purchaser
Indemnification
	
4

	
 
	
3.5
	
Property
Materials
	
5

	
 
	
3.6
	
Property
Contracts
	
6

	
 
	
ARTICLE
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
7

	
 
	
4.3
	
Delivery
of Title
	
7

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Assumed
Encumbrances
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
11

	
 
	
4.7
	
Purchaser
Financing
	
11

	
 
	
ARTICLE
V
	
CLOSING
	
11

	
 
	
5.1
	
Closing
Date
	
11

	
 
	
5.2
	
Seller
Closing Deliveries
	
12

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
13

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
13

	
 
	
5.5
	
Post
Closing Adjustments
	
17

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
17

	
 
	
6.1
	
Seller’s
Representations
	
17

	
 
	
6.2
	
AS-IS
	
18

	
 
	
6.3
	
Survival
of Seller’s Representations
	
19

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
20

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
20

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
21

	
 
	
7.1
	
Leases
and Property Contracts
	
21

	
 
	
7.2
	
General
Operation of Property
	
21

	
 
	
7.3
	
Liens
	
21

	
 
	
7.4
	
Tax
Appeals
	
22

	
 
	
7.5
	
Insurance
	
22

	
 
	
7.6
	
Rent-Ready
Condition
	
22

	
 
	
7.7
	
Open
Violations and Permits
	
22

	
 
	
7.8
	
Fuel
Spill
	
22

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
23

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
23

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
24

	
 
	
ARTICLE
IX
	
BROKERAGE
	
25

	
 
	
9.1
	
Indemnity
	
25

	
 
	
9.2
	
Broker
Commission
	
25

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
26

	
 
	
10.1
	
Purchaser
Default
	
26

	
 
	
10.2
	
Seller
Default
	
26

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
27

	
 
	
11.1
	
Major
Damage
	
27

	
 
	
11.2
	
Minor
Damage
	
27

	
 
	
11.3
	
Closing
	
28

	
 
	
11.4
	
Repairs
	
28

	
 
	
11.5
	
Contractor,
Engineer or Insurance Adjuster
	
28

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
28

	
 
	
12.1
	
Eminent
Domain
	
29

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
29

	
 
	
13.1
	
Binding
Effect of Contract
	
29

	
 
	
13.2
	
Exhibits
and Schedules
	
29

	
 
	
13.3
	
Assignability
	
29

	
 
	
13.4
	
Captions
	
29

	
 
	
13.5
	
Number
and Gender of Words
	
29

	
 
	
13.6
	
Notices
	
29

	
 
	
13.7
	
Governing
Law and Venue
	
32

	
 
	
13.8
	
Entire
Agreement
	
32

	
 
	
13.9
	
Amendments
	
32

	
 
	
13.10
	
Severability
	
32

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
32

	
 
	
13.12
	
Construction
	
32

	
 
	
13.13
	
Confidentiality
	
32

	
 
	
13.14
	
Time
of the Essence
	
33

	
 
	
13.15
	
Waiver
	
33

	
 
	
13.16
	
Attorneys’
Fees
	
33

	
 
	
13.17
	
Time
Zone/Time Periods
	
33

	
 
	
13.18
	
1031
Exchange
	
33

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
34

	
 
	
13.20
	
No
Exclusive Negotiations
	
34

	
 
	
13.21
	
ADA
Disclosure
	
34

	
 
	
13.22
	
No
Recording
	
34

	
 
	
13.23
	
Relationship
of Parties
	
34

	
 
	
13.24
	
Dispute
Resolution
	
34

	
 
	
13.25
	
AIMCO
Marks
	
35

	
 
	
13.26
	
Non-Solicitation
of Employees
	
35

	
 
	
13.27
	
Survival
	
35

	
 
	
13.28
	
Multiple
Purchasers
	
36

	
 
	
13.29
	
Radon
Gas
	
36

	
 
	
13.30
	
Energy
Efficiency
	
36

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
36

	
 
	
14.1
	
Disclosure
	
36

	
 
	
14.2
	
Consent
Agreement
	
36

								


 

 




PURCHASE AND SALE
CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 25th day of March, 2009 (the "Effective
Date"), by and between DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES
II LIMITED PARTNERSHIP, a New York limited partnership, having an address at
4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller"), and ADVENIR, INC., a Florida corporation,
having a principal address at 17501 Biscayne Blvd., Suite 300, Aventura, Florida
33160 ("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 Miami-Dade County, Florida,
as more particularly described in Exhibit A attached hereto and made a
part hereof, and the improvements thereon, commonly known as Presidential
House.

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 Twelve Million Eight Hundred Thousand  Dollars
($12,800,000.00), 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, 633 Third Avenue, New York, New York 10017, Attention:
Linda J. Isaacson, Telephone: (212) 850-0664; Fax: (212) 331-1467 ("Escrow
Agent" or "Title Insurer") an initial deposit (the
"Initial Deposit") of One Hundred Twenty-Eight Thousand 
Dollars ($128,000.00) by wire transfer of immediately available funds
("Good Funds").  

2.2.2    On or
before the day that the Feasibility Period expires, Purchaser shall deliver to
Escrow Agent an additional deposit (the "Additional Deposit") of
One Hundred Twenty-Eight Thousand  Dollars ($128,000.00) by wire transfer
of Good Funds.  

2.2.3    At the Closing, subject to the
occurrence of the Loan Assumption and Release, Purchaser shall receive a credit
against the Purchase Price in the aggregate amount of (i) the outstanding
principal balance of the Notes, together with all accrued but unpaid interest
(if any) thereon, as of the Closing Date (the “Loan Balance”) and
(ii) the Deposit.

2.2.4   
The balance of the Purchase Price for the Property, plus or minus the
adjustments or prorations required by this Contract, 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 such short-term, high-grade securities,
interest-bearing bank accounts, money market funds or accounts, bank
certificates of deposit or bank repurchase contracts as Escrow Agent, in its
discretion, deems suitable, and all interest and income thereon shall become
part of the Deposit and shall be remitted to the party entitled to the Deposit
pursuant to this Contract.

2.3.2   
Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the
Closing Date, at which time the Deposit shall be applied against the Purchase
Price, or released to Seller pursuant to Section 10.1, or (ii) the date on which
Escrow Agent shall be authorized to disburse the Deposit as set forth in
Section 2.3.3. 
The tax identification numbers of the parties shall be furnished to Escrow Agent
upon request.

2.3.3    If 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 for any act or omission on its
part unless taken or suffered in bad faith in willful disregard of this Contract
or involving gross negligence.  Seller and Purchaser jointly and severally
shall indemnify and hold Escrow Agent harmless from and
against all costs, claims and expenses, including reasonable attorney's fees,
incurred in connection with the performance of Escrow Agent's duties hereunder,
except with respect to actions or omissions taken or suffered by Escrow Agent in
bad faith, in willful disregard of this Contract or involving gross negligence
on the part of the Escrow Agent.

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

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

ARTICLE
III
FEASIBILITY
PERIOD

3.1       Feasibility
Period.

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

3.2       Expiration of
Feasibility Period.

 
If any of the matters in Section 3.1 or any 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 (x)
deliver a portion of the Initial Deposit in the amount of $35,000.00 to Seller
as consideration for Seller agreeing to enter into this Contract and (y) return
the balance of the Initial Deposit (i.e. the Initial Deposit less $35,000.00) to
Purchaser.  Notwithstanding the foregoing, (i) if an environmental study
(prepared by a reputable environmental engineer) discloses the existence of
hazardous or toxic materials on, in or under the Property, (ii) as a condition
to obtaining the Loan Assumption and Release (as such term is defined in
Schedule 1 attached hereto), the Lender requires that Purchaser remediate such environmental condition(s), and (iii)
as a result thereof, Purchaser terminates this Contract pursuant to this Section
3.2, then Escrow Agent shall return the full Initial Deposit to Purchaser. 
If Purchaser elects to terminate this Contract
pursuant to the foregoing sentence, then Seller shall have the right, exercisable by written notice
delivered to Purchaser within two (2) Business Days after Seller receives
Purchaser’s termination notice, to agree that Seller shall, at Seller’s sole
cost and expense, remediate such environmental condition.  In such event,
(i) Purchaser’s termination notice shall be deemed null and void, and this
Contract shall remain in full force and effect, (ii) Seller shall proceed
diligently to remediate the identified environmental conditions and (iii)
Seller shall be entitled to reasonable adjournments of the Closing Date
to remediate such environmental condition, provided, however, that Seller shall
not adjourn the Closing Date to a date less than five (5) days prior to the date
that Lender’s approval of the Loan Assumption and Release expires.  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, 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 not less
than 24 hours advance notice by telephone to the Community Manager and the
Broker 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 may be withheld in Seller's sole discretion.  Further, Seller shall
have the right, without limitation, to disapprove any and all entries, surveys,
tests (including, without limitation, a Phase II
environmental study of the Property), investigations and other matters that in
Seller's reasonable judgment could result in any injury to the Property or
breach of any contract, or expose Seller to any Losses or violation of
applicable law, or otherwise adversely affect the Property or Seller's interest
therein.  Purchaser shall use 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 exist and are in Seller's possession
or reasonable control (subject to Section 3.5.2) and have not been heretofore
provided by Seller to Purchaser, Seller agrees to make the documents set forth
on Schedule 3.5
(together with any other documents or information provided by Seller or its
agents to Purchaser with respect to the Property, the "Materials")
available at the Property for review and copying by Purchaser at Purchaser's
sole cost and expense.  In the alternative, at Seller's option and within
the foregoing time period, Seller may deliver some or all of the Materials to
Purchaser, or make the same available to Purchaser on a secure web site
(Purchaser agrees that any item to be delivered by Seller under this Contract
shall be deemed delivered to the extent available to Purchaser on such secured
web site).  To the extent that Purchaser determines that any of the
Materials have not been made available or delivered to Purchaser pursuant to
this Section 3.5.1,
Purchaser shall notify Seller and Seller shall use commercially reasonable
efforts to deliver the same to Purchaser within 3 Business Days after such
notification is received by Seller; provided, however, that under no
circumstances will the Feasibility Period be extended and Purchaser's sole
remedy will be to terminate this Contract pursuant to Section 3.2.

3.5.2    In providing the Materials to
Purchaser, other than Seller's Representations, Seller makes no representation
or warranty, express, written, oral, statutory, or implied, and all such
representations and warranties are hereby expressly excluded and
disclaimed.  All Materials are provided for informational purposes only
and, together with all Third-Party Reports, shall be returned by Purchaser to
Seller (or the destruction thereof shall be certified in writing by Purchaser to
Seller) as a condition to return of the Deposit to
Purchaser if this Contract is terminated for any reason.  Recognizing that
the Materials delivered or made available by Seller pursuant to this Contract
may not be complete or constitute all of such documents which are in Seller's
possession or control, but are those that are readily and reasonably available
to Seller, except to the extent expressly set forth in Seller’s Representations,
Purchaser shall not in any way be entitled to rely upon the completeness or
accuracy of the Materials and will instead in all instances rely exclusively on
its own Inspections and Consultants with respect to all matters which it deems
relevant to its decision to acquire, own and operate the Property.  

3.5.3    In addition to the items set forth on
Schedule 3.5, no
later than 5 Business Days after the Effective Date, Seller shall deliver to
Purchaser (or otherwise make available to Purchaser as provided under Section
3.5.1) the most recent
rent roll for the Property listing the move-in date, monthly base rent payable,
lease expiration date and unapplied security deposit for each Lease (the
"Rent Roll").  Seller makes no representations or warranties
regarding the Rent Roll other than the express representation set forth in
Section 6.1.6.  

3.5.4    In addition to the items set forth on
Schedule 3.5, no
later than 5 Business Days after the Effective Date, and to the extent same have
not been heretofore provided by Seller to Purchaser, Seller shall deliver to
Purchaser (or otherwise make available to Purchaser as provided under Section
3.5.1) a list of all
current Property Contracts (the "Property Contracts List"). 
Seller makes no representations or warranties regarding the Property Contracts
List other than the express representations set forth in Section 6.1.7.

3.6       Property
Contracts.

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

ARTICLE
IV
TITLE

4.1       Title
Documents.

 
Purchaser acknowledges that, prior to the Effective Date, Purchaser has received
from Title Insurer a commitment or preliminary title report, Commitment
No.:  FA-C-385501FL24, dated February 18, 2009 ("Title
Commitment") to provide an American Land Title Association owner's title
insurance policy for the Property, using the current policy jacket customarily
provided by the Title Insurer, in an amount equal to the Purchase Price (the
"Title Policy"), together with copies of all instruments
identified as exceptions therein (together with the Title Commitment, referred
to herein as the "Title Documents").  Seller shall be
responsible for payment of the basic premium for the Title Policy. 
Purchaser shall be solely responsible for payment of all other costs relating to
procurement of the Title Commitment, the Title Policy, and any requested
endorsements, including for “extended” coverage. 

4.2      
Survey.

 
Purchaser acknowledges that, prior to the Effective Date, Seller has delivered
to Purchaser a copy of the existing survey of the Property dated January 11,
2008 and prepared by Bock & Clark Corporation (the "Existing
Survey").  Purchaser may, at its sole cost and expense, order a new
or updated survey of the Property either before or after the Effective Date
(such new or updated survey together with the Existing Survey, is referred to
herein as the "Survey").  

4.3       Delivery of
Title.

 
Seller shall be obligated, at Seller’s sole cost and expense, to cause Title
Insurer to omit as an exception to title (i) the Notices of Commencement set
forth in items 10 – 20 of Schedule B-I of the Title Commitment, (ii) all
mortgages, deeds of trust and UCC-1 filings granted by Seller affecting the
Property, other than the Assumed Encumbrances and (iii) mechanics' liens and
taxes due and payable with respect to the period preceding Closing.  Seller
shall be entitled to reasonable adjournments of the Closing Date to cure any
title exceptionswhich are not Permitted
Exceptions, provided, however, Seller shall not adjourn the Closing Date
to a date less than five (5) days prior to the date that Lender’s approval of
the Loan Assumption and Release expires.  

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    (a) all matters set forth on
Schedule 4.4 attached hereto, (b) the standard exception regarding the
rights of parties in possession, which shall be limited to those parties in
possession pursuant to the Leases as tenants only (without rights of first
refusal or options to purchase), and (c) the standard exception pertaining to
taxes, which shall be limited to taxes and assessments not yet due and payable
in the year in which the Closing occurs and subsequent taxes and
assessments; 

4.4.2   
All Leases;

4.4.3    The Assumed Encumbrances; 

4.4.4   
Applicable zoning and governmental regulations and ordinances; and

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

4.5       Assumed
Encumbrances.  

4.5.1    Purchaser
recognizes and agrees that, in connection with the Loans made to Seller by
Lender, the Property presently is encumbered by the Assumed Deeds of Trust and
certain other security and related documents in connection with the Loans
(collectively, the "Assumed Encumbrances").  The Loans are
evidenced by the Notes.  

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

4.5.3   
Purchaser further acknowledges that the Assumed Loan Documents require the
satisfaction by Purchaser of certain requirements as set forth therein to allow
for the Loan Assumption and Release.  Accordingly, Purchaser, at its sole
cost and expense and within 15 days after the Effective Date (the "Loan
Assumption Application Submittal Deadline"), shall satisfy the
requirements set forth in the Assumed Loan Documents to allow for the Loan
Assumption and Release, including, without limitation, submitting one or more
complete application(s) to Lender for assumption of the Loans together with all
documents and information required in connection therewith (collectively, the
"Loan Assumption Application").  Purchaser agrees to provide
Seller with a copy of the Loan Assumption Application and evidence of its
submission to Lender on or before the Loan Assumption Application Submittal
Deadline.  Purchaser acknowledges and agrees that Purchaser is solely
responsible for the preparation and submittal of the Loan Assumption
Application, including the collection of all materials, documents, certificates,
financials, signatures, and other items required to be submitted to Lender in
connection with the Loan Assumption Application.

4.5.4   
Purchaser shall comply with Lender's assumption guidelines in connection with
the Loan Assumption and Release.  Purchaser shall be responsible at its
sole cost and expense for responding to, and providing
such additional information as requested by, Lender in connection with the Loan
Assumption Application, no later than 5 Business Days after receipt of such
request(s) from Lender. Purchaser also shall provide Seller with a copy of any
correspondence from Lender with respect to the Loan Assumption Application no
later than 3 Business Days after receipt of such correspondence from
Lender.  Purchaser acknowledges that Lender's assumption guidelines may not
be consistent with the provisions of the Assumed Loan Documents concerning the
Loan Assumption and Release.  Purchaser shall coordinate with the Lender to
comply with the appropriate provisions of both the Assumed Loan Documents and
Lender assumption guidelines in order to allow for the Loan Assumption and
Release.  

4.5.5    Purchaser shall pay all fees and
expenses (including, without limitation, all servicing fees and charges,
transfer fees, assumption fees, title fees and endorsement fees) imposed or
charged by the Lender or its counsel (such fees and expenses collectively being
referred to as the "Lender Fees"), in connection with the Loan
Assumption Application and the Loan Assumption and Release.

4.5.6    Purchaser shall be responsible for
funding any new, additional or increased reserves, impounds or accounts required
by Lender to be maintained by Purchaser in connection with the Loans after the
Loan Assumption and Release (the "Required Loan Fund
Amounts"), provided, however, Purchaser shall not be required to fund
any reserves, impounds or accounts that are (i) for real estate taxes or
insurance in amounts not customary and reasonable for loans on multi-family
property in Miami-Dade County, Florida which are similar in type, age and
condition as the Property or (ii) for capital improvements or
repairs in excess of $400 per unit per
year.

4.5.7   
Purchaser agrees promptly to deliver to the Lender all documents and information
required by the Assumed Loan Documents, and such other information or
documentation as the Lender reasonably may request, including, without
limitation, financial statements, income tax returns and other financial
information for Purchaser and any required guarantor.  Seller agrees that
it will cooperate with Purchaser and Lender, at no cost or expense to Seller, in
connection with Purchaser's application to Lender for approval of the Loan
Assumption and Release.  

4.5.8   
To the extent required by the Lender, Purchaser shall order a Phase I
Environmental study (prepared by an environmental engineer reasonably acceptable
to Seller and Lender), and covenants that such Phase I Environmental study shall
be delivered to Seller and Lender no later than 10 days prior to the Closing
Date in connection with and as a precondition to the Loan Assumption and
Release.

4.5.9   
Purchaser shall use commercially reasonable good faith efforts to obtain the
Loan Assumption and Release on or before the date which is forty-five (45) days
after the Effective Date (the “Loan Assumption Approval Period”).


 4.5.9.1
If (a) Purchaser fully complies with its obligations under this Contract
(including this Section 4.5) and the requirements of the Assumed Loan
Documents in connection with obtaining the Loan Assumption and Release, (b) Purchaser has used and is using commercially reasonable good
faith efforts to obtain the Loan Assumption and Release, and (c) Purchaser does
not obtain the consent of the Lender to the Loan Assumption and Release on or
before the expiration of the Loan Assumption Approval Period, then Purchaser
shall have the right (the “Loan Assumption Extension Right”),
exercisable by delivering written notice to Seller five (5) Business Days prior
to the expiration of the Loan Assumption Approval Period (the "Loan
Assumption Period Extension Notice"), to extend the expiration date of
the Loan Assumption Approval Period to the date which is seventy-five (75) days
after the Effective Date for the sole purpose of obtaining Lender's approval of
the Loan Assumption and Release; provided that concurrently with delivering the
Loan Assumption Period Extension Notice, Purchaser delivers to Escrow Agent an
additional deposit of $50,000.00 (the “Loan Assumption Period Extension
Deposit”).  The Loan Assumption Period Extension Deposit shall be
deemed part of the Deposit.  

4.5.9.2
If (a) Purchaser fully complies with its obligations under this Contract
(including this Section 4.5) and the requirements of the Assumed Loan
Documents in connection with obtaining the Loan Assumption and Release, (b)
Purchaser uses commercially reasonable good faith efforts to obtain the Loan
Assumption and Release, and (c) Purchaser is unable to obtain the consent of the
Lender to the Loan Assumption and Release on or before the expiration of the
Loan Assumption Approval Period (as the same may be extended pursuant to
Purchaser's Loan Assumption Extension Right), then Purchaser shall have the
right, exercisable on or before the expiration of the Loan Assumption Approval
Period, to give Escrow Agent notice terminating this Contract based solely on
the fact that the Loan Assumption and Release has not been approved by the
Lender. If Purchaser timely exercises such termination right, then (i) this
Contract shall be of no further force and effect, subject to and except for the
Survival Provisions and (ii) the full Deposit shall be returned to
Purchaser.

4.5.9.3
Notwithstanding anything to the contrary contained in this Section 4.5,
if, as a condition to consenting to the Loan Assumption and Release, the Lender
requires a Material Loan Modification, then Purchaser shall have the right to
terminate this Contract by written notice delivered to Seller and Escrow Agent
on or before the expiration of the Loan Assumption Approval Period (as the same
may be extended pursuant to Purchaser's Loan Assumption Extension Right). If
Purchaser timely exercises such right, then this Contract shall be of no further
force and effect, subject to and except for the Survival Provisions, and Escrow
Agent shall forthwith return the full Deposit to Purchaser.  The term
“Material Loan Modification” shall mean any of the following: (i)
an increase of the fixed interest rate under either or both of the Loans, (ii) a
shortening of the stated maturity date for either or both of the Loans, (iii) an
increase in the prepayment fee or penalty (if any) under either or both of the
Loans, (iv) the imposition of new or additional borrower reserve accounts in
connection with either or both of the Loans that are (a) for real estate taxes
or insurance in amounts not customary and reasonable for loans on multi-family
property in Miami-Dade County, Florida which are similar in type, age and
condition as the Property or (b) for capital improvements or repairs in excess of $400 per
unit per year and (v) a requirement that Purchaser shall cause a person or
entity to execute and deliver a full-recourse guaranty of all or any portion of
the Loans in favor of Lender (as opposed to a so-called “non-recourse carve-out”
guaranty).  The term Material Loan Modification shall not include
any requirement of the Lender that Purchaser shall cause a person or entity to
execute and deliver a “non-recourse carve-out” guaranty and/or an environmental
indemnity in favor of Lender.

4.5.9.4
If Purchaser fails to deliver to Seller a written notice of termination prior to
the expiration of the Loan Assumption Approval Period (as the same may be
extended pursuant to Purchaser's Loan Assumption Extension Right) in accordance
with the terms of this Section 4.5.9, then the Purchaser's right to
terminate this Contract under this Section 4.5.9 shall be
permanently waived, this Contract shall remain in full force and effect, and
Purchaser shall have no further right to terminate this Contract on account of
Purchaser’s inability or failure to obtain the Loan Assumption and Release.


4.5.10 
Purchaser shall be in default hereunder if (i) Purchaser fails to submit a
complete Loan Assumption Application by the Loan Assumption Application
Submittal Deadline, (ii) Purchaser fails to use commercially reasonable good
faith efforts to diligently obtain Lender's consent to the Loan Assumption and
Release during the Loan Assumption Approval Period (as the same may be extended
pursuant to Purchaser's Loan Assumption Extension Right) or (iii) the Loan
Assumption Approval Period (as the same may be extended pursuant to Purchaser's
Loan Assumption Extension Right) expires, Purchaser is entitled to, but does not
timely terminate this Contract in accordance with the terms of this Section
4.5.9, and Purchaser fails to obtain the Loan Assumption and Release prior
to the Closing Date, in which events Seller may terminate this Contract and the
Deposit shall be immediately released by the Escrow Agent to Seller.  

4.6       Subsequently
Disclosed Exceptions.

 
If at any time after the Effective Date, 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 the Title
Commitment or Existing Survey delivered to Purchaser and which is not a
Permitted Exception (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 (or cause the Title Insurer
to remove or otherwise insure over) 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, provided, however, that Seller shall
not adjourn the Closing Date to a date less than five (5) days prior to the date
that Lender’s approval of the Loan Assumption and Release expires.  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 full 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.

 
Except as otherwise provided in Section 4.5.9 above with respect to the Loan
Assumption and Release, Purchaser assumes full responsibility to obtain the
funds required for settlement, and Purchaser's acquisition of such funds shall
not be a contingency to the Closing.  

ARTICLE
V
CLOSING

5.1       Closing
Date.  

5.1.1   
The Closing shall occur on the date which is thirty (30) days after the
expiration of the Feasibility Period (as the same may be extended as herein
provided, the "Closing Date") at the time set forth in Section
2.2.4through 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.


5.1.2   
Notwithstanding the foregoing to the contrary, if Purchaser exercises
Purchaser’s Loan Assumption Extension Right, then the Closing Date shall
automatically be extended to the earlier to occur of (x) the date which is
fifteen (15) days after receipt of Lender’s approval of the Loan Assumption and
Release and (y) the date which is ninety (90) days after the Effective
Date.  Purchaser shall provide Seller with written notice of Lender’s
approval of the Loan Assumption and Release no later than two (2) days after
Purchaser’s receipt of such approval. 

5.1.3   
Notwithstanding the foregoing to the contrary, Seller shall have the right, by
delivering written notice to Purchaser, to extend the Closing Date to a date not
later than forty-five (45) days following the then scheduled Closing Date.

5.2       Seller Closing
Deliveries.

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

5.2.1    Special Warranty Deed (the
"Parcel 1 Deed") in the form attached as Exhibit B-1 to
Purchaser, conveying Seller’s right, title and interest in and to the portion of
the Property designated as “Parcel 1” on Exhibit A attached hereto,
subject to the Permitted Exceptions.

5.2.2   
Quitclaim Deed (the "Parcel 2 Deed") in the form attached as
Exhibit B-2 to Purchaser, conveying Seller’s right, title and interest in
and to the portion of the Property designated as “Parcel 2” on Exhibit A
attached hereto, subject to the Permitted Exceptions.

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

5.2.4    A General Assignment in the form
attached as Exhibit D (the "General Assignment").

5.2.5    An Assignment of Leases and Security
Deposits in the form attached as Exhibit E (the "Leases
Assignment").

5.2.6   
A countersigned counterpart of the closing statement.

5.2.7   
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.

5.2.8   
A certification of Seller's non-foreign status pursuant to Section 1445 of the
Internal Revenue Code of 1986, as amended.

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

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

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

5.2.12 
Such other documents as are reasonably necessary to consummate the transactions
herein contemplated in accordance with the terms of the Contract.

5.3       Purchaser
Closing Deliveries.

 
No later than 1 Business Day prior to the Closing Date (except for the balance
of the Purchase Price which is to be delivered at the time specified in
Section 2.2.4),
Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the
Closing) the following items:

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

5.3.2   
A title affidavit or an indemnity form (pertaining to Purchaser's activity on
the Property prior to Closing), reasonably acceptable to Purchaser, 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.  

5.3.3    Any declaration or other statement
which may be required to be submitted to the local assessor.

5.3.4   
A countersigned counterpart of the closing statement.

5.3.5   
A countersigned counterpart of the General Assignment.

5.3.6   
A countersigned counterpart of the Leases Assignment.

5.3.7   
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.  

5.3.8   
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof.

5.3.9   
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser's
authority to consummate this transaction.

5.3.10 
All documents, instruments, guaranties, Lender Fees, Required Loan Fund Amounts,
and other items or funds required by the Lender to cause the Loan Assumption and
Release.

5.3.11 
Such other documents as are reasonably necessary to consummate the transactions
herein contemplated in accordance with the terms of the 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 5.4no later than two (2) Business Days
prior to Closing.  

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

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

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

5.4.5   
Property Contracts.  Purchaser shall assume at Closing the
obligations under the Property Contracts assumed by Purchaser; however,
operating payments required under the Property Contracts 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.  Purchaser agrees to bill Tenants of the
Property for all Uncollected Rents and to take reasonable actions to collect
Uncollected Rents.  Notwithstanding the foregoing, Purchaser's obligation
to collect Uncollected Rents shall be limited to Uncollected Rents of not more
than 60 days past due, and Purchaser's collection of rents shall be applied,
first, towards current rent due and owing under the Leases, and, second, 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, including, without
limitation, the delivery to Seller, within 7 days after a written request, of
any relevant books and records (including, without limitation, rent statements,
receipted bills and copies of tenant checks used in payment of such rent), the
execution of any and all consents or other documents, and the undertaking of any
act reasonably necessary for the collection of such Uncollected Rents by Seller;
provided, however, that Purchaser's obligation to cooperate with Seller pursuant
to this sentence shall not obligate Purchaser to terminate any Tenant lease with
an existing Tenant or evict any existing Tenant from the Property.

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

5.4.7   
Existing Loan.  Seller shall be responsible for all principal
required to be paid under the terms of the Notes prior to Closing, together with
all interest accrued under the Notes prior to Closing, all of which may be a
credit against the Purchase Price as provided in Section 2.2.3. 
Purchaser shall be responsible for all Lender Fees and all other fees, interest
and other amounts due and owing under the Assumed Loan Documents as a result of
the Loan Assumption and Release to the extent required by Section 4.5.5
hereof.  As set forth in Section 4.5.6, any existing reserves,
impounds and other accounts maintained in connection with the Loan and required
to be replaced by Purchaser, shall be released in Good Funds to Seller at
Closing.

5.4.8   
Insurance.  No proration shall be made in relation to insurance
premiums and insurance policies will not be assigned to Purchaser.  Seller
shall have the risk of loss of the Property until 11:59 p.m. the day prior to
the Closing Date, after which time the risk of loss shall
pass to Purchaser and Purchaser shall be responsible for obtaining its own
insurance thereafter.

5.4.9   
Employees.  All of Seller's and Seller's manager's on-site employees
shall have their employment at the Property terminated as of the Closing
Date.

5.4.10 
Closing Costs.  Purchaser
shall pay (i) all sales, use, gross receipts or similar taxes, (ii) all costs
relating to procurement of any requested endorsements to the Title Policy,
including for “extended” coverage pursuant to Section 4.1 hereof, (iii)
all documentary stamp taxes imposed on the assumption by Purchaser of the Notes
and (iv) one-half of the customary closing costs of the Escrow Agent not to
exceed $250.  Seller shall pay (a) the base premium for the Title Policy to
the extent required by Section 4.1 hereof and (b) one-half of the
customary closing costs of the Escrow Agent. The transfer tax (including
documentary stamp taxes and surtaxes) imposed on the conveyance and the
recording of the Deed shall be split between Seller and Purchaser with Seller
responsible for 75% of such transfer taxes and Purchaser responsible for 25% of
such transfer taxes. 

5.4.11  Utility Contracts.  If Seller has
entered into an agreement for the purchase of electricity, gas or other utility
service for the Property or a group of properties (including the Property) (a
"Utility Contract"), or an affiliate of Seller has entered into a
Utility Contract, then, at the option of Seller, either (a) Purchaser either
shall assume the Utility Contract with respect to the Property, or (b) the
reasonably calculated costs of the Utility Contract attributable to the Property
from and after the Closing shall be paid to Seller at the Closing and Seller
shall remain responsible for payments under the Utility Contract. 
Purchaser acknowledges that Seller has entered into a Utility Contract with FPL
Energy Services for natural gas which Utility Contract expires on April 30,
2010.

5.4.12  Possession.  Possession of the
Property, subject to the Leases, Property Contracts, other than Terminated
Contracts, and Permitted Exceptions, shall be delivered to Purchaser at the
Closing upon release from escrow of all items to be delivered by Purchaser
pursuant to Section 5.3.  To the extent reasonably available to Seller,
originals or copies of the Leases and Property Contracts, lease files,
warranties, guaranties, operating manuals, keys to the property, and Seller's
books and records (other than proprietary information) (collectively,
"Seller's Property-Related Files and Records") regarding the
Property shall be made available to Purchaser at the Property after the
Closing.  Purchaser agrees, for a period of not less than three (3) years
after the Closing (the "Records Hold Period"), to (a) provide and
allow Seller reasonable access to Seller's Property-Related Files and Records
for purposes of inspection and copying thereof, and (b) reasonably maintain and
preserve Seller's Property-Related Files and Records.  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 60 days after Closing, or (b) subject to such 60-day
period, unless such items exceed $5,000.00 in magnitude (either individually or
in the aggregate).  

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, subject
to Section 8.2.4and any approvals required from Lender
for the Loan Assumption and Release, has or at the Closing shall have the entity
power and authority to sell and convey the Property and to execute the documents
to be executed by Seller and prior to the Closing will have taken as applicable,
all corporate, partnership, limited liability company or equivalent entity
actions required for the execution and delivery of this Contract, and the
consummation of the transactions contemplated by this Contract.  The
compliance with or fulfillment of the terms and conditions hereof will not
conflict with, or result in a breach of, the terms, conditions or provisions of,
or constitute a default under, any contract to which Seller is a party or by
which Seller is otherwise bound, which conflict, breach or default would have a
material adverse affect on Seller's ability to consummate the transaction
contemplated by this Contract or on the Property.  Subject to Section
8.2.4, 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
against the Property, which will adversely impact Seller's ability to convey the
Property;

6.1.4   
Except for the violations and open permits that are (x) listed in that certain
Memo, dated March 17, 2009, from Adorno & Yoss to Steven Vecchitto and in
the search summary report conducted by Reliable Lien Search, Inc. dated March
12, 2009 attached to such memo and (y) listed on Schedule 6.1.4 attached
hereto (the violations and open permits listed in said
memo, report and schedule being herein called the “Violations and Open
Permits Report”), to Seller's knowledge, Seller has not received any
written notice from a governmental agency of any uncured material violations of
any federal, state, county or municipal law, ordinance, order, regulation or
requirement affecting the Property; 

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

6.1.6    To Seller's knowledge, the Rent Roll
(as updated pursuant to Section 5.2.9) is accurate in all material
respects; and

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

6.1.8    Seller has not entered into
any written contract or agreement to sell the Property or any portion thereof to
any third-party.

6.1.9    Other than the Property
Contracts and the Utility Contract, to Seller's knowledge there are no special
agreements with any utility companies, governmental agencies or bodies, or with
any entity furnishing any utility service to the Property.

6.1.10  To Seller’s knowledge, (i) Seller has not
received any written notices from the Lender asserting any default under the
Assumed Loan Documents that remain uncured, and (ii) the Assumed Loan Documents
that have been delivered by Seller to Purchaser are true, correct and
complete in all material respects.

6.1.11 
To Seller’s knowledge, as of March 6, 2009, (i) with respect to the Senior Loan,
(a) the outstanding principal balance is $4,471,000, (b) the interest rate is
7.342% and (c) the maturity date is July 1, 2020 and (ii) with respect to the
Second Loan, (x) the outstanding principal balance is $5,543,000, (y) the
interest rate is 5.93% and (z) the initial maturity date is July 1, 2018, and
(iii) there are no reserves, impounds and other accounts held by Lender in
connection with either or both of the Loans.

6.2      
AS-IS.

 
Except for Seller's Representations, the Property is expressly purchased and
sold "AS IS," "WHERE IS," and "WITH ALL FAULTS."  The Purchase Price and
the terms and conditions set forth herein are the result of arm's-length
bargaining between entities familiar with transactions of this kind, and said
price, terms and conditions reflect the fact that Purchaser shall have the
benefit of, and is not relying upon, any information provided by Seller or
Broker or statements, representations or warranties, express or implied, made by
or enforceable directly against Seller or Broker, including, without limitation,
any relating to the value of the Property, the physical or environmental
condition of the Property, any state, federal, county or local law, ordinance,
order or permit; or the suitability, compliance or lack of compliance of the
Property with any regulation, or any other attribute or matter of or relating to
the Property (other than any covenants of title contained in the Deed conveying
the Property and Seller's Representations).  Purchaser agrees that Seller
shall not be responsible or liable to Purchaser for any defects, errors or
omissions, or on account of any conditions affecting the Property. 
Purchaser, its successors and assigns, and anyone claiming
by, through or under Purchaser, hereby fully releases Seller's Indemnified
Parties from, and irrevocably waives its right to maintain, any and all claims
and causes of action that it or they may now have or hereafter acquire against
Seller's Indemnified Parties with respect to any and all Losses arising from or
related to any defects, errors, omissions or other conditions affecting the
Property.  Purchaser represents and warrants that, as of the date hereof
and as of the Closing Date, it has and shall have reviewed and conducted such
independent analyses, studies (including, without limitation, environmental
studies and analyses concerning the presence of lead, asbestos, water intrusion
and/or fungal growth and any resulting damage, PCBs and radon in and about the
Property), reports, investigations and inspections as it deems appropriate in
connection with the Property.  If Seller  provides or has provided any
documents, summaries, opinions or work product of consultants, surveyors,
architects, engineers, title companies, governmental authorities or any other
person or entity with respect to the Property, including, without limitation,
the offering prepared by Broker, Purchaser and Seller agree that Seller has done
so or shall do so only for the convenience of both parties, Purchaser shall not
rely thereon and the reliance by Purchaser upon any such documents, summaries,
opinions or work product shall not create or give rise to any liability of or
against Seller's Indemnified Parties.  Purchaser acknowledges and agrees
that no representation has been made and no responsibility is assumed by Seller
with respect to current and future applicable zoning or building code
requirements or the compliance of the Property with any other laws, rules,
ordinances or regulations, the financial earning capacity or expense history of
the Property, the continuation of contracts, continued occupancy levels of the
Property, or any part thereof, or the continued occupancy by tenants of any
Leases or, without limiting any of the foregoing, occupancy at Closing. 
Prior to Closing, Seller shall have the right, but not the obligation, to
enforce its rights against any and all Property occupants, guests or
tenants.  Purchaser agrees that the departure or removal, prior to Closing,
of any of such guests, occupants or tenants shall not be the basis for, nor
shall it give rise to, any claim on the part of Purchaser, nor shall it affect
the obligations of Purchaser under this Contract in any manner whatsoever; and
Purchaser shall close title and accept delivery of the Deed with or without such
tenants in possession and without any allowance or reduction in the Purchase
Price under this Contract.  Purchaser hereby releases Seller from any and
all claims and liabilities relating to the foregoing matters.  

6.3       Survival of
Seller's Representations.

 
Seller and Purchaser agree that Seller's Representations shall survive Closing
for a period of 6 months (the "Survival Period").  Seller
shall have no liability after the Survival Period with respect to Seller's
Representations contained herein except to the extent that Purchaser has
requested arbitration against Seller during the Survival Period for breach of
any of Seller's Representations.  Under no circumstances shall Seller be
liable to Purchaser for more than $500,000 in any individual instance or in the
aggregate for all breaches of Seller's Representations, nor shall Purchaser be
entitled to bring any claim for a breach of Seller's Representations unless the
claim for damages (either in the aggregate or as to any individual claim) by
Purchaser exceeds $5,000.  In the event that Seller breaches any
representation contained in Section 6.1 and Purchaser had knowledge of
such breach prior to the Closing Date, and elected to close regardless,
Purchaser shall be deemed to have waived any right of recovery, and Seller shall
not have any liability in connection therewith.

6.4       Definition of
Seller's Knowledge.

 
Any representations and warranties made "to the knowledge of Seller" shall not
be deemed to imply any duty of inquiry.  For purposes of this Contract, the term Seller's "knowledge" shall
mean and refer only to actual knowledge of the Regional Property Manager and
Community Manager and shall not be construed to refer to the knowledge of any
other partner, officer, director, agent, employee or representative of Seller,
or any affiliate of Seller, or to impose upon such Regional Property Manager and
Community Manager any duty to investigate the matter to which such actual
knowledge or the absence thereof pertains, or to impose upon such Regional
Property Manager and Community Manager any individual personal liability. 
As used herein, (i) the term “Regional Property Manager” shall refer to
Bryan Kebrdle who is the regional property manager handling this Property and
(ii) the term “Community Manager” shall refer to Tania Leon 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 corporation duly organized, validly existing and in good standing
under the laws of Florida.

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

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

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

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

6.5.6   
Purchaser is not a Prohibited Person.

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

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

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

ARTICLE
VII
OPERATION OF
THE PROPERTY

7.1       Leases and
Property Contracts.

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

7.2       General
Operation of Property.

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

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 fiscal years through and including
fiscal year 2008, 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 fiscal years 2007 and/or 2008
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 the 2007 and/or 2008 tax
years.  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      
Insurance.

  Seller agrees to maintain its existing
insurance policies (or replacement policies on comparable terms) covering the
Property in full force and effect through the Closing Date.

7.6       Rent-Ready
Condition.

  Seller agrees that at the Closing
either Seller will deliver to Purchaser all Tenant Units which are vacant in
Rent-Ready Condition, or Purchaser shall receive a credit against the Purchase
Price in an amount equal to the product of (i) the number of Tenant Units on the
date of the Closing that are vacant and not in Rent-Ready Condition, and (ii)
$500.

7.7       Open Violations
and Permits.

 
Seller agrees that it shall, at its sole cost and expense, use commercially
reasonable efforts (but without any obligation to commence any legal actions) to
(x) discharge all violations filed against Seller which are listed in the
Violations and Open Permits Report, other than violations filed against, or as
result of actions taken by, any Tenant (collectively, the “Violations”),
including using commercially reasonable efforts to perform all work, and pay all
fees, fines and expenses, necessary to discharge such Violations and (y) close
out all open permits which are listed in the Violations and Open Permits Report
(collectively, the “Open Permits”).

7.8       Fuel
Spill.

 
Purchaser acknowledges that Seller has performed environmental remediation at
the Property in connection with a fuel spill that occurred at the Property (the
“Fuel Spill”).  Seller agrees that it shall, at its sole cost
and expense, use commercially reasonable efforts (but without any obligation to
commence any legal actions) to obtain written confirmation from the Department
of Environmental Resources Management that no further action is warranted at the
Property with respect to the Fuel Spill. 

 

ARTICLE
VIII
CONDITIONS PRECEDENT TO
CLOSING

8.1       Purchaser's
Conditions to Closing.

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

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

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

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

8.1.4    Neither Seller nor Seller's general
partner shall be a debtor in any bankruptcy proceeding nor shall have been in
the last 6 months a debtor in any bankruptcy proceeding;

8.1.5   
Seller shall have cured the Violations and caused the same to be discharged of
record, and closed out the Open Permits. 

8.1.6   
Seller shall have obtained written confirmation from the Department of
Environmental Resources Management that no further action is warranted at the
Property with respect to the Fuel Spill.

           
Notwithstanding the foregoing, if as of the Closing Date, (i) Seller has used
commercially reasonable efforts to discharge the Violations and close the Open
Permits,  (ii) not more than a total of two Violations and/or Open Permits
remain uncured or open, as the case may be, (iii) the existence of such
Violations and/or Open Permits does not subject the Purchaser to any criminal
liability or materially impair the ability of Purchaser to operate the Property
as a multi-family apartment project, and (iv) Seller has performed all work, and
paid all fees and charges then due and payable, as necessary to cause such
Violations to be discharged and/or such Open Permits to be closed, then in such
event the following shall apply:  (x) the condition set forth in Section
8.1.5 shall be deemed satisfied, (y) Seller shall at its sole cost and
expense diligently proceed post-Closing to cause such Violations and Open
Permits to be discharged and closed (as the case may be), and (z) Purchaser
shall afford Seller reasonable access to the Property as may be necessary to
discharge the Violations and close the Open Permits, Purchaser shall cooperate
with Seller (at Seller’s cost) with respect thereto, and Purchaser shall
(subject to Purchaser’s reasonable approval) sign such documents as may be
reasonably necessary in order for Seller to so discharge the Violations and
close the Open Permits, as applicable.  The terms and provisions of this
paragraph shall survive the Closing. 

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 Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a)
waive any of the foregoing conditions and proceed to Closing on the Closing Date
with no offset or deduction from the Purchase Price, or (b) if such failure
constitutes a default by Seller, exercise any of its remedies pursuant to
Section 10.2. 
If either condition set forth in Section 8.1.2, 8.1.5 or 8.1.6 is not met,
Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole
and exclusive remedy, either (i) notify Seller of Purchaser's election to
terminate this Contract and Escrow Agent shall deliver the full Deposit to
Purchaser, or (ii) waive such condition and proceed to Closing on the Closing
Date with no offset or deduction from the Purchase Price.  Purchaser
recognizes and agrees that, if the Loan Assumption Approval Period (as the same
may be extended pursuant to Purchaser's Loan Assumption Extension Right) expires
and Purchaser is entitled to but does not terminate this Contract, the Loan
Assumption and Release shall not be a condition to Purchaser’s obligation to
close, and, if the Loan Assumption and Release is not obtained and the Closing
has not occurred on or before the Closing Date, Purchaser shall be in default
under this Contract, entitling Seller to terminate this Contract, in which event
the Deposit shall be immediately released to Seller by the Escrow Agent and this
Contract shall be of no further force and effect, subject to and except for the
Survival Provisions.  Notwithstanding the foregoing, if (w) the Loan
Assumption and Release has not been obtained by Purchaser by the end of the Loan
Assumption and Approval Period (as the same may be extended pursuant to
Purchaser's Loan Assumption Extension Right), (x) Purchaser is entitled to but
does not terminate this Contract prior to the end of the Loan Assumption
Approval Period, (y) thereafter Purchaser obtains the consent of the Lender to
Purchaser’s assumption of the Loans but the Lender does not release Seller (as
well as any guarantors and other obligated parties under the Assumed Loan
Documents) from all obligations under the Assumed Loan Documents, and (z) as a
result thereof Seller elects to terminate this Contract due to a failure of the
condition set forth in Section 8.2.6 below, and provided that Purchaser is not
then in default under this Contract beyond any notice and applicable cure
period, then upon such termination the full Deposit shall be refunded to
Purchaser. 

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

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

8.2.6   
The Loan Assumption and Release shall have occurred.

If
any of the foregoing conditions to Seller's obligation to close with respect to
conveyance of the Property under this Contract are not met, Seller may (a) waive
any of the foregoing conditions and proceed to Closing on the Closing Date, or
(b) terminate this Contract, and, if such failure constitutes a default by
Purchaser, exercise any of its remedies under Section 10.1.  Notwithstanding the
foregoing, if (i) Purchaser complies with its obligations under this Contract
(including this Section 4.5) and the requirements of the Assumed Loan
Documents in connection with obtaining the Loan Assumption and Release, (ii)
Purchaser uses commercially reasonable good faith efforts to obtain the Loan
Assumption and Release, and (iii) Purchaser obtains the consent of the Lender to
Purchaser’s assumption of the Loans but the Lender does not release Seller (as
well as any guarantors and other obligated parties under the Assumed Loan
Documents) from all obligations under the Assumed Loan Documents, then the
failure of Purchaser to obtain the Loan Assumption and Release shall not
constitute a default by Purchaser, and Seller may, as its sole and exclusive
remedy, either (x) notify Purchaser of Seller's election to terminate this
Contract and Escrow Agent shall deliver the full Deposit to Purchaser, or (y)
waive such condition and proceed to Closing on the Closing Date.

ARTICLE
IX
BROKERAGE

9.1      
Indemnity.

 
Seller represents and warrants to Purchaser that it has dealt only with Robert
E. Given of CB Richard Ellis – Capital Markets, having an address at 777
Brickwell Avenue, Suite 900, Miami, Florida 33333 ("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 the Closing occurs, Seller agrees to pay Broker a commission according to the
terms of a separate contract.  Broker shall not be deemed a party or third
party beneficiary of this Contract.  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, the Additional Deposit or, if applicable, the Loan Assumption Period
Extension Deposit (or any other deposit or payment required of Purchaser
hereunder), (b) deliver to Seller the deliveries specified under Section
5.3 no later than the
Closing Date, or (c) deliver the Purchase Price at the time required by
Section 2.2.4 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 Seller defaults in its obligations to close on the sale of the Property on
the Closing Date, then, at Purchaser's election and as Purchaser's sole and
exclusive remedy, either (a) this Contract shall terminate, and all payments and
things of value, including the Deposit, provided by Purchaser hereunder shall be
returned to Purchaser 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 aggregate, or (b) subject to the conditions below, Purchaser
may seek specific performance of Seller’s obligation to deliver the Deed
pursuant to this Contract (but not damages).  If Seller, prior to the
Closing, defaults in its covenants or obligations under this Contract (other
than Seller’s obligation to close on the sale of the Property on the Closing
Date), and such default continues for more than 10 days after written notice
from Purchaser, then, at Purchaser's election and as
Purchaser's sole and exclusive remedy, either (x) this Contract shall terminate,
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 aggregate, or (y) subject
to the conditions below, Purchaser may 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 first shall
(i) deliver all Purchaser Closing documents to Escrow Agent in accordance with
the requirements of this Contract, including, without limitation, Sections
2.2.4 and 5.3 (with the exception of
Section 5.3.1); (ii)
not otherwise be in default under this Contract; and (iii) file suit therefor
with the court on or before the 90th day after the Closing Date; if Purchaser
fails to file an action for specific performance within 90 days after the
Closing Date, then Purchaser shall be deemed to have elected to terminate the
Contract in accordance with the terms of this Section 10.2. 
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
prior to Closing, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the "Repairs") is
more than $1,280,000.00, then Seller shall have no obligation to make such
Repairs, and shall notify Purchaser in writing of such damage or destruction
(the "Damage Notice").  Within 10 days after Purchaser's
receipt of the Damage Notice, Purchaser may elect at its option to terminate
this Contract by delivering written notice to Seller in which event the Deposit
shall be refunded to Purchaser.  In the event Purchaser fails to terminate
this Contract within the foregoing 10-day period, this transaction shall be
closed in accordance with Section 11.3 below.

11.2     Minor Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to the Closing, and the cost of Repairs is equal to or less than
$1,280,000.00, then this transaction shall be closed in accordance with
Section 11.3,
notwithstanding such casualty.  In such event, Seller may at its election
endeavor to make such Repairs to the extent of any recovery from insurance
carried on the Property, if such Repairs can be reasonably effected before the
Closing.  Regardless of Seller's election to commence such Repairs, or
Seller's ability to complete such Repairs prior to Closing, this transaction
shall be closed in accordance with Section 11.3 below. 

11.3    
Closing.

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

11.4     Repairs.

 
Notwithstanding anything to the contrary contained herein, in the event that the
Property is damaged or destroyed by fire or other casualty after the expiration
of the Feasibility Period, but prior to the Closing, Seller shall not commence
any Repairs prior to Closing except as necessary in Seller's reasonable
discretion to (i) address any safety issue at the Property, (ii) secure the
Property or to minimize further damage to any persons or property, (iii) comply
with the terms of the Leases and/or the Assumed Loan Documents, (iv) comply with
legal requirements applicable to the Property or (v) otherwise address minor
Repairs to the Property (e.g. Repairs less than $20,000) in the ordinary course
of business. To the extent that Seller commences 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.

11.5     Contractor, Engineer or
Insurance Adjuster.

 
The cost of Repairs shall be determined by an independent contractor, engineer
or insurance adjuster selected by Seller and approved by Purchaser (which
approval shall not be unreasonably withheld, conditioned or delayed). If
Purchaser fails to approve or disapprove Seller’s selection of an independent
contractor or engineer within two (2) days of Purchaser’s receipt of notice
thereof, then Purchaser shall be deemed to have approved such independent
contractor, engineer or insurance adjuster.

ARTICLE
XII
EMINENT DOMAIN

12.1     Eminent
Domain.

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

ARTICLE
XIII
MISCELLANEOUS

13.1    
Binding Effect of Contract.

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

13.2    
Exhibits and Schedules.

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

13.3    
Assignability.

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

13.4    
Captions.

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

13.5    
Number and Gender of Words.

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

13.6    
Notices.

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

To
Purchaser:

Advenir, Inc. 
17501 Biscayne Blvd., Suite 300
Aventura,
Florida 33160
Attention: Stephen L. Vecchitto
Telephone:  (305)
948-3535 x 1101
Facsimile:  (305) 948-4990

Email: 
Stephen@advenir.net

 

with
a copy to:

Adorno & Yoss, P.A.
2525 Ponce de Leon Blvd., Suite
400
Coral Gables, Florida 33134

Attention:
Neil Rollnick 
Telephone:  (305) 460-1002
Facsimile: 
(305) 503-8951

Email: 
nsr@adorno.com

 

To
Seller:

c/o AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  Mark Reoch and Brian
Bornhorst
Telephone:  303-757-8101 (Mark Reoch) and 303-691-4472 (Brian
Bornhorst)
Facsimile:  303-300-3261 (Mark Reoch and Brian Bornhorst)

Email: 
mark.reoch@aimco.com and brian.bornhorst@aimco.com

And:

c o AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  Mr. Harry
Alcock
Telephone:  303-691-4344
Facsimile:  303-300-3282

Email: 
Harry.alcock@aimco.com

with
copy to:

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

Email: 
john.spiegleman@aimco.com

and
a copy to:

CB Richard Ellis – Capital Markets
777 Brickell Avenue,
Suite 900
Miami, Florida 33333
Attention:  Mr. Robert E.
Given
Telephone:  (305) 381-6445
Facsimile:  (305) 381-6455

Email: 
Robert.given@cbre.com

and
a copy to:

Bryan Cave LLP
1290 Avenue of the Americas
New
York, New York 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
633 Third Avenue
New York,
New York 10017
Attention:  Linda J. Isaacson
Telephone: 212-850-0664
Facsimile: 212-331-1467

Email: 
LIsaacson@firstam.com

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

13.7    
Governing Law and Venue.

 
The laws of the State of Florida shall govern the validity, construction,
enforcement, and interpretation of this Contract, unless otherwise specified
herein except for the conflict of laws provisions thereof.  Subject to
Section 13.24, all
claims, disputes and other matters in question arising out of or relating to
this Contract, or the breach thereof, shall be decided by proceedings instituted
and litigated in a court of competent jurisdiction in the state in which the
Property is situated, and the parties hereto expressly consent to the venue and
jurisdiction of such court.

13.8     Entire
Agreement.

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

13.9    
Amendments.

 
This Contract shall not be amended, altered, changed, modified, supplemented or
rescinded in any manner except by a written contract executed by all of the
parties; provided, however, that, (a) 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.

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

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 where the Property is located.  (For example, a reference to 3:00
p.m. refers to 3:00 p.m. MST if the Property is located in Denver, CO.) 
Should the last day of a time period fall on a weekend or legal holiday, the
next Business Day thereafter shall be considered the end of the time period.

13.18   1031 Exchange.

 
Seller and Purchaser acknowledge and agree that the purchase and sale of the
Property may be part of a tax-free exchange for either Purchaser or Seller
pursuant to Section 1031 of the Code, the regulations promulgated thereunder,
revenue procedures, pronouncements and other guidance issued by the Internal
Revenue Service.  Each party hereby agrees to cooperate with each other and
take all reasonable steps on or before the Closing Date to facilitate such
exchange if requested by the other party, provided that (a) no party making such
accommodation shall be required to acquire any substitute property, (b) such
exchange shall not affect the representations, warranties, liabilities and
obligations of the parties to each other under this Contract, (c) no party
making such accommodation shall incur any additional cost, expense or liability
in connection with such exchange (other than expenses of reviewing and executing documents required in connection with
such exchange), and (d) no dates in this Contract will be extended as a result
thereof, except as specifically provided herein.  Notwithstanding anything
in this Section 13.18
to the contrary, Seller shall have the right to extend the Closing Date (as
extended pursuant to Section 5.1) for up to 30 days in order to
facilitate a tax free exchange pursuant to this Section 13.18, and to obtain all
documentation in connection therewith.

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

 
Purchaser acknowledges that this Contract is entered into by Seller which is a
New York limited partnership, and Purchaser and Seller agree that none of
Seller's Indemnified Parties or Purchaser’s Indemnified Parties shall have any
personal liability under this Contract or any document executed in connection
with the transactions contemplated by this Contract.  

13.20   No Exclusive
Negotiations.

 
Seller shall have the right, at all times prior to the expiration of the
Feasibility Period, to solicit backup offers and enter into discussions,
negotiations, or any other communications concerning or related to the sale of
the Property with any third-party; provided, however, that such communications
are subject to the terms of this Contract, and that Seller shall not enter into
any binding contract with a third-party for the sale of the Property unless such
contract is contingent on the termination of this Contract without the Property
having been conveyed to Purchaser.

13.21   ADA Disclosure.

 
Purchaser acknowledges that the Property may be subject to the federal Americans
With Disabilities Act (the "ADA") and the federal Fair Housing Act
(the "FHA").  The ADA requires, among other matters, that
tenants and/or owners of "public accommodations" remove barriers in order to
make the Property accessible to disabled persons and provide auxiliary aids and
services for hearing, vision or speech impaired persons.  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.

13.22   No
Recording.

 
Purchaser shall not cause or allow this Contract or any contract or other
document related hereto, nor any memorandum or other evidence hereof, to be
recorded or become a public record without Seller's prior written consent, which
consent may be withheld at Seller's sole discretion.  If 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.

13.23  
Relationship of Parties.

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

13.24   Dispute Resolution.

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

13.25   AIMCO
Marks.

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

13.26  
Non-Solicitation of Employees.

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

13.27   Survival.

 
Except for (a) all of the provisions of this ARTICLE XIII (other than Sections
13.18 and 13.20); (b) Sections 2.3, 3.3, 3.4, 3.5, 4.5.5, 4.5.6, 5.4, 5.5, 6.2, 6.5, 9.1, 11.4, 14.1 and 14.2; (c) any other
provisions in this Contract, that by their express terms survive the termination
or Closing; and (d) any payment obligation of Purchaser under this Contract (the
foregoing (a), (b), (c) and (d) referred to herein as the "Survival
Provisions"), none of the terms and provisions of this Contract shall
survive the termination of this Contract, and if the Contract is not so
terminated, all of the terms and provisions of this Contract (other than the
Survival Provisions, which shall survive the Closing) shall be merged into the
Closing documents and shall not survive Closing. 

13.28   Multiple Purchasers.

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

13.29   Radon
Gas.

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

13.30   Energy Efficiency.

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

ARTICLE
XIV
LEAD–BASED PAINT DISCLOSURE

14.1    
Disclosure.

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

14.2     Consent
Agreement.

 
Testing (the "Testing") has been performed at the Property with
respect to lead-based paint.  Law Engineering and Environmental Services,
Inc. performed the Testing and reported its findings in the Multifamily:
Component Type Report dated November 22, 2002, a copy of which is attached
hereto as Exhibit I (the "Report").  The Report
certifies the Property as lead-based paint free.  By execution hereof,
Purchaser acknowledges receipt of a copy of the Report, the Lead-Based Paint
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:

DREXEL BURNHAM LAMBERT REAL ESTATE
ASSOCIATES II LIMITED PARTNERSHIP, a New York limited partnership

 

By: 
DBL PROPERTIES CORPORATION, a New York corporation, its general partner

 

By: 
/s/Brian J. Bornhorst

Name: 
Brian J. Bornhorst

Title: 
Vice President

Purchaser:

ADVENIR, INC.,
a
Florida corporation 

By:  /s/Stephen L.
Vecchitto
Name:  Stephen L. Vecchitto
Title: 
President




SCHEDULE
1

DEFINED TERMS

1.1.           
"ADA" shall have the meaning set forth in Section
13.21.

1.2.           
“Additional Deposit” shall have the meaning set forth in
Section 2.2.2.

1.3.           
"AIMCO" means Apartment Investment and Management
Company.

1.4.           
"AIMCO Marks" means all words, phrases, slogans, materials,
software, proprietary systems, trade secrets, proprietary information and lists,
and other intellectual property owned or used by Seller, the Property Manager,
or AIMCO in the marketing, operation or use of the Property (or in the
marketing, operation or use of any other properties managed by the Property
Manager or owned by AIMCO or an affiliate of either Property Manager or
AIMCO).

1.5.           
"Assumed Deeds of Trust" mean, collectively, (i) with
respect to the Senior Loan, that certain Consolidated, Amended and Restated
Multifamily Mortgage, Assignment of Rents and Security Agreement, dated as of
August 31, 2007, made by Seller in favor of Lender, recorded in O.R. Book 25934,
Page 2218, as affected by O.R. 21315, Page 1677 and (ii) with respect to the
Second Loan, that certain Multifamily Mortgage, Assignment of Rents and Security
Agreement, dated as of August 31, 2007, made by Seller in favor of Lender,
recorded in O.R. Book 25934, Page 2289, as affected by O.R. 25934, Page 2366,
each as amended or modified. 

1.6.           
"Assumed Encumbrances" shall have the meaning set forth in
Section 4.5.1.

1.7.           
"Assumed Loan Documents" collectively, the Notes, the
Assumed Deeds of Trust, the Assumed Encumbrances and any other documents
executed by Seller in connection with the Loans.

1.8.           
"Broker" shall have the meaning set forth in Section
9.1.

1.9.           
"Business Day" means any day other than a Saturday or
Sunday or Federal holiday or legal holiday in the States of Colorado,  New
York or Florida.

1.10.       
"Closing" means the consummation of the purchase and sale
and related transactions contemplated by this Contract in accordance with the
terms and conditions of this Contract.

1.11.       
"Closing Date" means the date on which date the Closing of
the conveyance of the Property is required to be held pursuant to Section
5.1.

1.12.       
"Code" shall have the meaning set forth in Section
2.3.6.

1.13.       
"Community Manager" shall have the meaning set forth in
Section 6.4.

1.14.       
"Consent Agreement" shall have the meaning set forth in
Section 14.2.

1.15.       
"Consultants" shall have the meaning set forth in
Section 3.1.

1.16.       
"Damage Notice" shall have the meaning set forth in
Section 11.1.

1.17.       
"Deed" means, collectively, Parcel 1 Deed and Parcel 2
Deed.

1.18.       
"Deposit" means, to the extent actually deposited by
Purchaser with Escrow Agent, the Initial Deposit, the Additional Deposit and the
Loan Assumption Period Extension Deposit.

1.19.       
"Escrow Agent" shall have the meaning set forth in
Section 2.2.1.

1.20.       
"Excluded Permits" means those Permits which, under
applicable law, are nontransferable and such other Permits, if any, as may be
designated as Excluded Permits on Schedule
1.1.19. 

1.21.       
"Existing Survey" shall have the meaning set forth in
Section 4.2.

1.22.       
"Feasibility Period" shall have the meaning set forth in
Section 3.1.

1.23.       
"FHA" shall have the meaning set forth in Section
13.21.

1.24.       
"Fixtures and Tangible Personal Property" means all
fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus,
appliances and other articles of tangible personal property located on the Land
or in the Improvements as of the Effective Date and used or usable in connection
with the occupation or operation of all or any part of the Property, including
the items set forth on Schedule 1.1.24(a).  but only to the extent
transferable.  The term "Fixtures and Tangible Personal
Property" does not include (a) equipment leased by Seller and the
interest of Seller in any equipment provided to the Property for use, but not
owned or leased by Seller, or (b) property owned or leased by any Tenant or
guest, employee or other person furnishing goods or services to the Property, or
(c) property and equipment owned by Seller, which in the ordinary course of
business of the Property is not used exclusively for the business, operation or
management of the Property, or (d) the property and equipment, if any, expressly
identified in Schedule 1.1.24(b). 

1.25.       
“Fuel Spill” shall have the meaning set forth in Section
7.8.

1.26.       
"General Assignment" shall have the meaning set forth in
Section 5.2.3.

1.27.       
"Good Funds" shall have the meaning set forth in Section
2.2.1.

1.28.       
"Improvements" means all buildings and improvements located
on the Land taken "as is."

1.29.       
"Initial Deposit" shall have the meaning set forth in
Section 2.2.1.

1.30.       
"Inspections" shall have the meaning set forth in
Section 3.1.

1.31.       
"Land" means all of those certain tracts of land located in
the State of Florida described on Exhibit A, and all rights, privileges
and appurtenances pertaining thereto, as more particularly described in the
Deed.

1.32.       
"Lease(s)" means the interest of Seller in and to all
leases, subleases and other occupancy contracts, whether or not of record, which
provide for the use or occupancy of space or facilities on or relating to the
Property and which are in force as of the Closing Date for the Property.

1.33.       
"Leases Assignment" shall have the meaning set forth in
Section 5.2.4.

1.34.       
"Lender" means the Federal Home Loan Mortgage Corporation,
its successors and/or assigns.

1.35.       
"Lender Fees" shall have the meaning set forth in
Section 4.5.5.

1.36.       
"Loans” means, collectively, the Senior Loan and the Second
Loan.

1.37.       
"Loan Assumption and Release" shall have the meaning set
forth in Section 4.5.2.

1.38.       
"Loan Assumption Application" shall have the meaning set
forth in Section 4.5.3.

1.39.       
"Loan Assumption Application Submittal Deadline" shall have
the meaning set forth in Section 4.5.3.

1.40.       
"Loan Assumption Approval Period" shall have the meaning
set forth in Section 4.5.9.

1.41.       
“Loan Assumption Extension Right” shall have the meaning
set forth in Section 4.5.9.1.

1.42.       
“Loan Assumption Period Extension Deposit” shall have the
meaning set forth in Section 4.5.9.1. 

1.43.       
“Loan Assumption Period Extension Notice” shall have the
meaning set forth in Section 4.5.9.1.

1.44.       
"Loan Balance" shall have the meaning set forth in
Section 2.2.3.

1.45.       
"Losses" shall have the meaning set forth in Section
3.4.1.

1.46.       
“Material Loan Modification” shall have the meaning set
forth in Section 4.5.9.3.

1.47.       
"Materials" shall have the meaning set forth in Section
3.5.

1.48.       
"Miscellaneous Property Assets" means all contract rights,
leases, concessions, warranties, plans, drawings and other items of intangible
personal property relating to the ownership or operation of the Property and
owned by Seller, excluding, however, (a) receivables, (b) Property Contracts,
(c) Leases, (d) Permits, (e) cash or other funds, whether in petty cash or house
"banks," or on deposit in bank accounts or in transit for deposit,
(f) refunds, rebates or other claims, or any interest thereon, for periods or
events occurring prior to the Closing Date, (g) utility and similar deposits,
(h) insurance or other prepaid items, (i) Seller's proprietary books and
records, or (j) any right, title or interest in or to the AIMCO Marks.  The
term "Miscellaneous Property Assets" also shall include all of
Seller's rights, if any, in and to the name “PRESIDENTIAL HOUSE” as it relates
solely to use in connection with the Property (and not with respect to any other
property owned or managed by Seller, Property Manager, AIMCO, or their
respective affiliates).

1.49.       
"New Exception" shall have the meaning set forth in
Section 4.6.

1.50.       
"New Exception Review Period" shall have the meaning set
forth in Section 4.6.

1.51.       
"Notes" mean, collectively, (i) that certain Consolidated,
Amended and Restated Multifamily Note, dated as of August 31, 2007, made by
Seller in favor of Lender in the original principal amount of $4,536,933.00 and
(ii) that certain Multifamily Note, dated as of August 31, 2007, made by Seller
in favor of Lender in the original principal amount of $5,650,000, each as
amended or modified. 

1.52.       
“Open Permits” shall have the meaning set forth in
Section 7.7.

1.53.       
“Parcel 1 Deed” shall have the meaning set forth in
Section 5.2.1.

1.54.       
“Parcel 2 Deed” shall have the meaning set forth in
Section 5.2.2.

1.55.       
"Permits" means all licenses and permits granted by any
governmental authority having jurisdiction over the Property owned by Seller and
required in order to own and operate the Property.

1.56.       
"Permitted Exceptions" shall have the meaning set forth in
Section 4.4.

1.57.       
"Prohibited Person" means any of the following:  (a) a
person or entity that is listed in the Annex to, or is otherwise subject to the
provisions of, Executive Order No. 13224 on Terrorist Financing (effective
September 24, 2001) (the "Executive Order"); (b) a person or
entity owned or controlled by, or acting for or on behalf of any person or
entity that is listed in the Annex to, or is otherwise subject to the provisions
of, the Executive Order; (c) a person or entity that is named as a "specially
designated national" or "blocked person" on the most current list published by
the U.S. Treasury Department's Office of Foreign Assets Control
("OFAC") at its official website,
http://www.treas.gov/offices/enforcement/ofac; (d) a person or entity that is
otherwise the target of any economic sanctions program currently administered by
OFAC; or (e) a person or entity that is affiliated with any person or entity
identified in clause (a), (b), (c) and/or (d) above.

1.58.       
"Property" means (a) the Land and Improvements and all
rights of Seller, if any, in and to all of the easements, rights, privileges,
and appurtenances belonging or in any way appertaining to the Land and
Improvements, (b) the Property Contracts, Leases, Permits (other than Excluded
Permits), and the right, if any, of Seller in and to the Fixtures and Tangible
Personal Property, and (c) the Miscellaneous Property Assets owned by Seller
which are located on the Property and used in its operation.

1.59.       
"Property Contracts" means all contracts, agreements,
equipment leases, purchase orders, maintenance, service, and similar contracts,
excluding Leases, regardless of whether entered into by Seller, Property
Manager, or an affiliate of either, which relate to the ownership, maintenance,
construction or repair and/or operation of the Property, whether or not
assignable by their terms, but not including (a) any national contracts entered
into by Seller, Property Manager, or AIMCO with respect to the Property (i)
which terminate automatically upon transfer of the Property by Seller, or (ii)
which Seller, in Seller's sole discretion, elects to terminate with respect to
the Property effective as of the Closing Date, or (b) any property management
contract for the Property.  Property Contracts shall not include forward or
similar long-term contracts to purchase electricity, natural gas, or other
utilities, which contracts shall be "Utility Contracts" governed
by the provisions of Section 5.4.10.

1.60.       
"Property Contracts List" shall have the meaning set forth
in Section 3.5.4.

1.61.       
"Property Contracts Notice" shall have the meaning set
forth in Section 3.6.

1.62.       
"Property Manager" means the current property manager of
the Property.

1.63.       
"Proration Schedule" shall have the meaning set forth in
Section 5.4.1.

1.64.       
"Purchase Price" means the consideration to be paid by
Purchaser to Seller for the purchase of the Property pursuant to Section
2.2.

1.65.       
“Purchaser’s Indemnified Parties” means, collectively,
Purchaser’s affiliates, parent and subsidiary entities, successors, assigns,
partners, managers, members, employees, officers, directors, trustees,
shareholders, counsel, representatives or agents.

1.66.       
"Records Disposal Notice" shall have the meaning set forth
in Section 5.4.11.

1.67.       
"Records Hold Period" shall have the meaning set forth in
Section 5.4.11.

1.68.       
"Regional Property Manager" shall have the meaning set
forth in Section 6.4.

1.69.       
"Remediation" shall have the meaning set forth in
Section 14.2.

1.70.       
“Rent-Ready Condition” means interior carpets have been
shampooed, interior walls have been freshly 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

1.71.       
"Rent Roll" shall have the meaning set forth in Section
3.5.3.

1.72.       
“Repairs” shall have the meaning set forth in Section
11.1.

1.73.       
“Report" shall have the meaning set forth in Section
14.2.

1.74.       
"Required Assignment Consent" shall have the meaning set
forth in Section 3.6.

1.75.       
“Required Loan Fund Amounts” shall have the meaning set
forth in Section 4.5.6.

1.76.       
“Second Loan” means that certain loan made by Lender to
Seller in the original principal amount of $5,650,000 (Capmark Loan #
50-1058536).

1.77.       
"Seller's Indemnified Parties" shall have the meaning set
forth in Section 3.4.1

1.78.       
"Seller's Property-Related Files and Records" shall have
the meaning set forth in Section 5.4.11.

1.79.       
"Seller's Representations" shall have the meaning set forth
in Section 6.1.

1.80.       
“Senior Loan” means that certain loan made by Lender to
Seller in the original principal amount of $4,536,933.00 (Capmark Loan #
50-1086579).

1.81.       
"Specific AIMCO Provisions " shall have the meaning set
forth in Section 4.5.2.

1.82.       
"Survey" shall have the meaning ascribed thereto in
Section 4.2.

1.83.       
"Survival Period" shall have the meaning set forth in
Section 6.3.

1.84.       
"Survival Provisions" shall have the meaning set forth in
Section 13.27.

1.85.       
"Tenant" means any person or entity entitled to occupy any
portion of the Property under a Lease.

1.86.       
"Tenant Deposits" means all security deposits, prepaid
rentals, cleaning fees and other refundable deposits and fees collected from
Tenants, plus any interest accrued thereon, paid by Tenants to Seller pursuant
to the Leases.  Tenant Deposits shall not include any non-refundable
deposits or fees paid by Tenants to Seller, either pursuant to the Leases or
otherwise.

1.87.       
"Tenant Security Deposit Balance" shall have the meaning
set forth in Section 5.4.6.2.

1.88.       
"Terminated Contracts" shall have the meaning set forth in
Section 3.6.

1.89.       
“Tenant Unit” means each apartment in the Property which is
leased by Seller to Tenants in the ordinary course of Seller’s business.

1.90.       
"Testing" shall have the meaning set forth in Section
14.2. 

1.91.       
"Third-Party Reports" means any reports, studies or other
information prepared or compiled for Purchaser by any Consultant or other
third-party in connection with Purchaser's investigation of the Property.

1.92.       
"Title Commitment" shall have the meaning set forth in
Section 4.1.

1.93.       
"Title Documents" shall have the meaning set forth in
Section 4.1.

1.94.       
"Title Insurer" shall have the meaning set forth in
Section 2.2.1.

1.95.       
"Title Policy" shall have the meaning set forth in
Section 4.1.

1.96.       
"Uncollected Rents" shall have the meaning set forth in
Section 5.4.6.1.

1.97.       
"Utility Contract" shall have the meaning set forth in
Section 5.4.10.

1.98.       
"Vendor Terminations" shall have the meaning set
forth in Section 3.6.

1.99.       
“Violations” shall have the meaning set forth in Section
7.7.

“Violations
and Open Permits Report” shall have the meaning set forth in
Section