Unassociated Document


    EXHIBIT
      10.1

     

    PURCHASE
      AND SALE AGREEMENT

     

    THIS
      PURCHASE AND SALE AGREEMENT (as it may be amended and/or assigned pursuant
      to
      the terms hereof, this “Agreement”)
      is
      made and entered into as of the 17th day of July, 2008 by and between Brookside
      Properties, Inc., a Tennessee corporation (“Buyer”),
      and
      TRB Chattanooga LLC, a Tennessee limited liability company (“Seller”).

     

    R
      E C I T A L S:

     

    1. Agreement
      to Sell and Purchase.
      (a) For
      and in consideration of the Earnest Money (as defined in Section
      3
      hereof)
      in hand paid by Buyer to the Nashville, Tennessee office of First American
      Title
      Insurance Company (“Escrow
      Agent”)
      in
      accordance with Section
      3
      hereof,
      the mutual covenants and agreements contained herein and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to
      purchase and take from Seller, subject to and in accordance with all of the
      terms and conditions of this Agreement, the following:

     

    (i) (i) All
      of
      that certain lot, tract or parcel of improved real estate located in
      Chattanooga, Hamilton County, Tennessee, the improved tracts containing
      approximately 20 acres, all as more particularly described on Exhibit
      A
      attached
      hereto and incorporated herein by this reference, together with all plants,
      shrubs and trees located thereon, and together with all rights, ways and
      easements appurtenant thereto, including, without limitation, all of Seller’s
      right, title and interest in and to the land underlying, the air space overlying
      and any public or private ways or streets crossing or abutting said real estate
      (collectively, the “Land”);

     

    (ii) (ii) All
      buildings, structures and other improvements of any and every nature located
      on
      the Land, including, without limitation, the Marina Pointe containing
      308 apartment
      dwellings, together with any and all fixtures attached or affixed to the Land
      or
      to any such buildings, structures or other improvements (collectively, the
      “Improvements”);

     

    (iii) 
      (iii) All
      goods, equipment, machinery, apparatus, fittings, furniture, furnishings,
      supplies, spare parts, appliances, tools, historical records regarding the
      operation and/or leasing of the Land and Improvements and other personal
      property of every kind located on the Land or within the Improvements and used
      in connection with the operation, management or maintenance of the Land or
      the
      Improvements, excluding any such items owned by tenants of the Land or the
      Improvements, but specifically including, without limitation, the property
      described on Exhibit
      B
      attached
      hereto and incorporated herein by this reference (collectively, the
“Personalty”);

     

    (iv) (iv) All
      of
      the right, title and interest of the Seller as “lessor”
or
      “landlord”
in,
      to
      and under all leases and other agreements for the use, occupancy or possession
      of all or any part of the Land or the Improvements, including, without
      limitation, (A) all the tenant leases, including, without limitation, security
      deposits held in connection therewith, all as scheduled and identified on
Exhibit
      C
      attached
      hereto and incorporated herein by this reference (as amended and/or assigned,
      collectively, the “Existing
      Leases”),
      and
      (B) all new tenant leases, amendments to Existing Leases, renewals of Existing
      Leases or other agreements for use, occupancy or possession of all or any part
      of the Land or the Improvements entered into between the Commencement Date
      (as
      defined in Section
      33
      hereof)
      and the Closing Date (as defined in Section
      4
      hereof)
      in accordance with the terms and conditions of this Agreement (as amended,
      collectively, the “New
      Leases”)
      (the
      Existing Leases and the New Leases shall be referred to herein collectively
      as
      the “Leases”);
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (v) (v) All
      of
      the right, title and interest (if any) accruing to the owner of the Land and
      the
      Improvements in, to and under: (A) those service and other contracts and
      agreements, including, without limitation, phone, cable, laundry, landscaping
      and trash removal contracts, if any, scheduled and identified on Exhibit
      D
      attached
      hereto and incorporated herein by this reference (as amended, collectively,
      the
“Service
      Agreements”)
      excepting only those which Buyer, by written notice delivered to Seller within
      the Inspection Period (as defined in Section
      5(c)
      hereof),
      elects not to assume (collectively, the “Rejected
      Agreements”)
      provided that such Service Agreements are capable of being terminated on thirty
      (30) or less days’ notice; (B) the name “Marina Pointe” (the “Trade
      Name”);
      (C)
      the phone and facsimile numbers of Marina Pointe and any and all marketing
      material and other collateral material used in connection with Marina Pointe
      (collectively, the “Marketing
      Material”);
      (D)
      all guaranties, warranties and agreements from contractors, subcontractors,
      vendors and suppliers regarding their performance, quality of workmanship and
      quality of materials supplied in connection with the construction, manufacture,
      development, installation and operation of any and all Improvements and
      Personalty (collectively the “Warranties”);
      and
      (E) certificates, licenses, permits, authorizations, consents and approvals
      (collectively, the “Permits”),
      but
      only to the extent the foregoing are related to the use, occupancy, possession
      and/or operation of the Land and the Improvements and only to the extent the
      same are assignable.

     

    (vi) (b) The
      Land,
      the Improvements and the Personalty are hereinafter sometimes collectively
      called the “Project”
and
      all
      the foregoing are hereinafter sometimes collectively called the “Property.”

     

    2. Purchase
      Price; Method of Payment.
      The
      purchase price for the Property shall be Twenty Four Million Five Hundred
      Thousand and No/100 Dollars ($24,500,000.00) (the “Purchase
      Price”).
      The
      Purchase Price shall be paid on the Closing Date to Seller, subject to the
      Closing Adjustments (as defined in Section
      9
      hereof)
      and the payment of Closing Costs (as defined in Section
      11
      hereof),
      by wire delivery of funds through the Federal Reserve System to an account
      designated in writing by the Escrow Agent.

     

    3. Earnest
      Money.
      Within
      two (2) Business Days (as defined in Section
      33
      hereof)
      of the Commencement Date, Buyer shall deliver to Escrow Agent the sum of Two
      Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (together with all
      interest actually earned thereon after invested by the Escrow Agent, the
“Earnest
      Money”).
      Upon
      receipt of the Earnest Money, Escrow Agent shall hold the Earnest Money in
      an
      interest bearing account at an FDIC insured bank. On the Closing Date, the
      Earnest Money shall be applied as part payment of the Purchase Price. The
      rights, duties and obligations of Seller, Buyer and Escrow Agent with respect
      to
      the escrow created hereby shall be governed by the provisions of an escrow
      agreement in the form of Exhibit
      E
      attached
      hereto and incorporated herein by this reference.

     

    4. Closing.
      The
      closing of the purchase and sale of the Property as described in this Agreement
      (the “Closing”)
      shall
      take place in escrow through the offices of the Escrow Agent on such date as
      may
      be agreed upon by Buyer and Seller (the “Closing
      Date”);
      provided,
      however,
      that
      the Closing Date shall be on or before thirty (30) days after the expiration
      of
      the Inspection Period. This Agreement and such other agreements or instruments
      as may be reasonably necessary to consummate the transaction contemplated hereby
      shall be collectively referred to as the “Closing
      Documents.”

     

    B. 5. Access
      and Inspection; Delivery of Documents and Information by Seller; Examination
      by
      Buyer; Seller’s Consents.
      (a) Between the Commencement Date and the Closing Date, Buyer and Buyer's
      agents and designees shall have the right, upon not less than one (1) business
      day’s prior notice (which, notwithstanding the provisions of Section
      31
      hereof,
      may be given by email), to enter the Project for the purposes of inspecting
      the
      Property, including, without limitation, the inspection (subject to the
      applicable Leases) of each individual apartment unit comprising the Property,
      copying on-site records that directly relate to the operation of the Project,
      and making any other non-invasive investigations and inspections as Buyer may
      reasonably require to assess the condition of the Property; provided, however,
      that such activities by or on behalf of Buyer on the Project shall not
      materially damage or interfere with the operations of the Project. Buyer further
      agrees to indemnify and hold Seller harmless from and against any and all
      claims, causes of action, attorneys fees and costs, damages, costs, injuries
      and
      liabilities directly resulting from the activities of Buyer and/or Buyer's
      agents or designees at or on the Project. Between the Commencement Date and
      the
      Closing Date, Seller shall provide to Buyer on or before the 15th
      day of
      each month a Rent Roll, Operating Statements and Delinquency Report (each as
      hereinafter defined)
      for
      the
      Property. Within the twenty (20) day period following the Closing Date, Seller
      shall provide to Buyer the Rent Roll and Operating Statement for the final
      month
      (or portion thereof) of Seller’s ownership of the Property. Notwithstanding
      anything to the contrary contained elsewhere in this Agreement, the provisions
      of this Section
      5(a)
      shall
      survive the termination of this Agreement for a period of six (6)
      months.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (i) (b) Seller
      and/or its property manager for the Property (“Property
      Manager”)
      have
      previously delivered various documentation to Buyer. From and after the
      Commencement Date, Seller shall cooperate and shall cause Property Manager
      to
      cooperate with all reasonable requests for additional information (to the extent
      that Seller or Property Manager shall have such requested additional
      information). Notwithstanding the foregoing, Buyer understands that Seller
      only
      recently acquired the Property by deed in lieu of foreclosure and accordingly
      Seller does not have an extensive ownership history with the Property nor did
      Seller obtain many customary due diligence items at the time of its acquisition
      of the Property. Therefore, Buyer understands that a good portion of the
      information that might normally be available with respect to a property owned
      long-term will not be available in respect of the Property. 

     

    (ii) 
      (c) Buyer
      shall have fifteen (15) days after the Commencement Date (the “Inspection
      Period”)
      within
      which to examine the Property and to conduct title examinations, soil tests,
      non-invasive environmental surveys and/or audits, non-invasive mechanical and
      structural studies and analyses, make surveys, obtain financing for the purchase
      of the Property and conduct all other investigations of the Property as Buyer
      deems necessary to determine whether the Property is suitable and satisfactory
      to Buyer. Notwithstanding
      anything to the contrary set forth in this Agreement, this Agreement shall
      terminate on the date that Seller or Seller’s counsel receives written notice
      from Buyer or Buyer’s counsel that the results of Buyer’s examinations and
      investigations undertaken during the Inspection Period are unsatisfactory to
      Buyer, provided that such written notice is received by Seller or Seller’s
      counsel on or before the expiration of the Inspection Period. If Seller or
      Seller’s counsel fails to receive such notice before the expiration of the
      Inspection Period, then this Agreement shall continue in full force and effect
      in accordance with, and subject to, all the terms and conditions hereof. Buyer
      shall have the right to determine, in Buyer’s sole and absolute judgment and
      discretion, whether or not the results of its inspection activities are
      satisfactory.

     

    C. (d) If
      this
      Agreement is terminated by Buyer pursuant to Section
      5(c)
      hereof,
      the Earnest Money shall be refunded to Buyer within two (2) Business Days of
      Seller’s or Seller’s counsel’s receipt of Buyer’s or Buyer’s counsel’s written
      notification of the termination of this Agreement, all rights and obligations
      of
      the parties under this Agreement shall expire immediately upon the termination
      of this Agreement (except as otherwise expressly provided herein), and this
      Agreement shall become null and void upon the termination of this Agreement
      (except as otherwise expressly provided herein). Seller acknowledges that Buyer
      will expend time, money and other resources in connection with the examination
      and investigation of the Property, and that, notwithstanding the fact that
      this
      Agreement may terminate pursuant to this Section 5,
      such
      time, money and other resources expended constitutes good, valuable, sufficient
      and adequate consideration for Seller’s execution of and entry into this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6. Title.
      (a) For
      the purposes of this Agreement, “good
      and marketable fee simple title”
shall
      mean fee simple ownership that is: (i) free of all claims, liens and
      encumbrances of any kind or nature whatsoever other than the Permitted
      Exceptions (as defined in this Section
      6(a)),
      and
      (ii) insurable by Escrow Agent, at the then current standard rates under the
      standard form of ALTA owner’s policy of title insurance (ALTA Form B or
      equivalent), with the standard printed exceptions therein deleted, without
      exception other than for the Permitted Exceptions and containing such coverages
      and endorsements as shall be reasonably required by Buyer’s counsel (the
“Title
      Policy”).
      For
      the purposes of this Agreement, the term “Permitted
      Exceptions”
shall
      mean: (A) current taxes not yet due and payable, (B) tenants in possession
      under
      unrecorded residential leases affecting the Property, as tenants only without
      any rights to purchase the Property, and (C) such other matters not objected
      to
      in writing by Buyer during the Inspection Period.

     

    D. (b) During
      the Inspection Period, Buyer shall obtain a title insurance commitment from
      Chapman & Rosenthal Title, Inc., as agent for the Escrow Agent, together
      with copies of all of the encumbrances listed therein (the “Commitment”).
      During the Inspection Period, Buyer shall examine the Commitment and the Survey
      (as defined in Section
      7
      hereof),
      and give Seller written notice of objections that render Seller’s title to the
      Property less than good and marketable fee simple title and any objections
      to
      the Survey (each a “Defect”),
      except
      that Buyer shall not object to liens for real estate taxes not yet due and
      payable and shall not be required to object to voluntary
      mortgage liens, security interests, tax liens for delinquent taxes or mechanics
      liens placed or caused by Seller’s actions, including without limitation the
      Redi-Floors Claim
      (as
      defined in Section
      12(e)
      hereof),
      it being understood and agreed by the parties the Seller shall be obligated
      to
      satisfy such liens, or cause such exceptions to be removed from the Title Policy
      by Closing.
      Thereafter, Buyer shall have until the Closing Date in which to reexamine the
      Commitment and Survey and in which to give Seller written notice of any
      additional objections for matters not existing during the Inspection Period
      and
      disclosed by such reexamination (each a “Defect”).
      Seller shall have until ten (10) days prior to the Closing Date in which to
      satisfy all Defects specified in Buyer’s initial notice of title objections, and
      until the Closing Date in which to satisfy the Defects specified in the
      subsequent notice by Buyer of title objections first disclosed during the
      re-examination provided for in the third sentence of this Section
      6(b).
      Seller
      shall notify Buyer that a Defect has been cured upon the curing of such
      Defect.

     

    (c) If
      the
      Commitment and/or the Survey discloses Defects and Buyer gives timely written
      notice of objections to the Defects as required in Section
      6(b)
      hereof
      (“Title
      Objections”),
      Seller shall cure the Defects as long as the aggregate cost of effecting such
      cure does not exceed Fifty Thousand and No/100 Dollars ($50,000.00). In the
      event the aggregate cost of effecting such cure(s) exceeds Fifty Thousand and
      No/100 Dollars ($50,000.00), Seller shall have the option, but not the
      obligation (other than those required to be removed as set forth in this
      Agreement) to cure the same. In the event the cost of effecting such cure
      exceeds Fifty Thousand and No/100 Dollars ($50,000.00), Seller shall have until
      five (5) Business Days after receipt of the Title Objections in which to
      indicate to Buyer in writing which of the Defects Seller will cure. If the
      cost
      of effecting such cure exceeds Fifty Thousand and No/100 Dollars ($50,000.00)
      and Seller has not notified Buyer in writing of Seller’s agreement to cure any
      Title Objection within five (5) Business Days after receipt of the Title
      Objections, Seller will be deemed to have agreed not to cure the Title
      Objections. If Seller so declines to so cure or remove any Title Objections,
      Buyer may elect either to (i) terminate this Agreement, in which event the
      Earnest Money shall be refunded to Buyer within two (2) Business Days of Buyer’s
      request for same request, all rights and obligations of the parties under this
      Agreement shall expire, and this Agreement shall become null and void except
      with respect to any obligations which survive the termination of this Agreement;
      (ii) if, but only if, such objection is based upon either (A) a defect, claim,
      lien or encumbrance arising after the Commencement Date, or (B) a judgment,
      lien, mortgage or other claim placed or caused by Seller’s actions for a sum of
      money (excluding claims arising by, through or under Buyer), satisfy the
      objections, after deducting from the Purchase Price the cost of satisfying
      objections that can be satisfied by the payment of money; or (iii) waive such
      requirements in which event such Defects shall be deemed Permitted Exceptions
      and proceed to Closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Survey.
      Seller
      shall deliver to Buyer a copy of the most recent as-built survey prepared by
      Betts Engineering Associates (the “Existing
      Survey”).
      Seller shall cause the Existing Survey to be updated to comply with the
      Surveyor’s Instructions attached hereto as Exhibit
      M
      and
      incorporated herein by this reference (the “Updated
      Survey”).
      The
      cost of the Updated Survey shall be borne in accordance with Section
      11
      hereof.

     

    8. Environmental
      Assessments.
      Buyer
      shall have the right, at its cost and expense, to cause to be undertaken and
      completed a current environmental site assessment of the Property prepared
      by an
      environmental inspection and engineering firm designated by Buyer (the
“Environmental
      Assessment”).
      Seller hereby assigns to Buyer any and all right that Seller has in and to
      the
      existing environmental reports delivered by Seller to Buyer pursuant to the
      terms hereof. The Environmental Assessment shall contain such information as
      Buyer shall require. 

     

    9. Closing
      Adjustments.
      (a) The
      prorations and adjustments described in this Section
      9
      (collectively the “Closing
      Adjustments”)
      shall
      be made between Buyer and Seller at Closing or thereafter in accordance with
      Section
      9(b)
      hereof.

     

    (i) (i) All
      city,
      state and county ad valorem taxes and similar impositions levied or imposed
      upon
      or assessed against the Property (the “Taxes”)
      for
      the year in which Closing occurs shall be prorated as of midnight the day before
      the Closing Date. In the event the Taxes are not determinable at the time of
      Closing, the Taxes shall be prorated on the basis of the 2007 Tax bill (the
      “Estimated
      Taxes”).
      In
      the event any of the Taxes are delinquent at the time of Closing, Seller shall
      pay same at Closing. If the Taxes are not paid at Closing, Seller shall deliver
      to Buyer the bills for the Taxes promptly upon receipt thereof and Buyer shall
      thereupon be responsible for the payment in full of the Taxes within the time
      fixed for payment thereof and before the same shall become delinquent.
      Notwithstanding the foregoing, in the event actual Taxes for 2008 exceed the
      Estimated Taxes for 2008 (the “Tax
      Excess”)
      or
      Estimated Taxes for 2008 exceed the actual Taxes for 2008 (the “Tax
      Refund”),
      Seller and Buyer shall prorate and pay such Tax Excess or such Tax Refund as
      follows:

     

    (1) (A) Seller
      shall be responsible for a portion of the Tax Excess or shall receive credit
      for
      the Tax Refund prorated from January 1, 2008 through midnight of the day prior
      to the Closing Date based upon a 365 day calendar year. Buyer shall notify
      Seller of any Tax Excess or Tax Refund. The notification shall include a
      calculation of the amount due to Buyer from Seller in the case of a Tax Excess
      or the amount due to Seller from Buyer in the case of a Tax Refund. Seller
      shall
      have thirty (30) days from Seller’s receipt of such notification to pay its
      portion of the Tax Excess to Buyer and Buyer shall have thirty (30) days from
      Buyer’s delivery of such notification to Seller to pay Seller its portion of the
      Tax Refund.

     

    (2) (B) Buyer
      shall be responsible for a portion of the Tax Excess prorated from the Closing
      Date through December 31, 2008 based upon a 365 day calendar year. Buyer shall
      assume responsibility for payment of all 2008 Taxes as of the Closing Date,
      and
      shall notify Seller of any Tax Excess or Tax Refund pursuant to the terms of
      Section
      9(a)(i)(A)
      hereof.

     

    (ii) (ii) All
      utility charges and reimbursement for utility charges for the Project
      (including, without limitation, telephone, water, storm and sanitary sewer,
      electricity, gas (if any), garbage and waste removal) (to the extent not paid
      or
      payable by tenants under Leases) shall be prorated as of midnight the day before
      the Closing Date, transfer fees required with respect to any such utility shall
      be paid by or charged to Buyer, and Seller shall claim from the applicable
      utility company any deposits held on account for Seller.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii) (iii) All
      paid
      rents, together with any other sums paid by tenants under the Leases, shall
      be
      prorated as of midnight of the day prior to the Closing Date. In the event
      that,
      at the time of Closing, there are any past due or delinquent rents or other
      sums
      owing by any tenants of the Project (collectively, the “Delinquent
      Rent”),
      Buyer
      shall have the exclusive right to collect such Delinquent Rent and shall remit
      to Seller its pro-rata share thereof, to the extent, and only to the extent,
      that the aggregate rents received by Buyer from each such tenant owing
      Delinquent Rent exceed the sum of (A) the aggregate rents and other sums then
      due and payable by such tenant for periods from and after the Closing Date,
      and
      (B) any reasonable and necessary amounts expended by Buyer to collect such
      Delinquent Rent. Buyer shall have no obligation to collect or enforce collection
      of any Delinquent Rent from or against any tenant. In the event that, after
      Closing, Seller receives any payments of rent or other sums due from tenants
      under Leases, Seller shall promptly forward such payments to Buyer for Buyer’s
      disbursement in accordance with this Section
      9(a)(iii).

     

    (iv) (iv) Buyer
      shall receive a credit against the Purchase Price in the amount of all tenant
      security deposits paid by tenants under Leases, and interest accrued thereon,
      contingently payable to such tenants for whose account they are maintained,
      and
      Seller shall retain such funds free and clear of any and all claims on the
      part
      of tenants under Leases. After Closing, Buyer shall be responsible for
      maintaining as tenant security deposits, the aggregate amount so credited to
      Buyer in accordance with the provisions of the Leases relevant
      thereto.

     

    (v) (v) All
      amounts payable under any of the Service Agreements (other than the Rejected
      Agreements, which shall be payable by Seller), including any signing bonuses,
      incentive payments and/or other upfront money, shall be prorated as of midnight
      the day before the Closing Date. Buyer does not assume any obligation under
      any
      Service Agreement for acts or omissions that occur prior to Closing. Buyer
      does
      not assume any obligation under any Rejected Agreement.

     

    (vi) 
      (vi) All
      other
      continuing items of paid expense and collected income regarding the operation
      and ownership of the Property shall be prorated as of midnight the day before
      the Closing Date.

     

    E. (b) Seller
      shall prepare a proposed proration schedule for the Property (the “Proration
      Schedule”)
      and
      deliver it to Buyer at least four (4) Business Days prior to the Closing Date,
      including the items specified above and any other items the parties determine
      necessary. Seller and Buyer shall finalize and agree upon the Proration Schedule
      at least two (2) Business Days prior to the Closing Date. The
      parties acknowledge that not all invoices for expenses incurred with respect
      to
      the Property prior to the Closing will be received by the Closing and that
      a
      mechanism needs to be in place so that such invoices can be paid as received.
      All of the Closing Adjustments will be done on an interim basis at the Closing
      and will be subject to final adjustment in accordance with this Section
      9(b).
      After
      Closing, upon receipt by Buyer of an invoice for the Property’s operating
      expenses that are attributable in whole or in part to a period prior to the
      Closing and that were not apportioned at Closing, Buyer shall submit to Seller
      a
      copy of such invoice with such additional supporting information as Seller
      shall
      reasonably request. After Closing, upon receipt by Seller of an invoice for
      the
      Property’s operating expenses that are attributable in whole or in part to a
      period after the Closing and that were not apportioned at Closing, Seller shall
      submit to Buyer a copy of such invoice with such additional supporting
      information as Buyer shall reasonably request. Within ten (10) days of receipt
      of such copy, the party owing money to the other party shall pay to such party
      an amount equal to the portion of such invoice attributable to the applicable
      period.

     

    F. (c) In
      the
      event that any of the prorations or adjustments described in this Section
      9
      are
      based upon estimated or erroneous information, then the parties shall make
      between themselves any equitable adjustment required by reason of any difference
      between such estimated or erroneous amounts and the actual amounts of such
      sums.
      In making the prorations required by this Section
      9,
      the
      economic burdens and benefits of ownership of the Property for the Closing
      Date
      shall be allocated to Buyer. The provisions of this Section 9 shall survive
      the
      Closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10. Proceedings
      at Closing.
      On the
      Closing Date, the Closing shall take place as follows:

     

    G. (a) Seller
      shall deliver to Escrow Agent the following documents and instruments, duly
      executed by or on behalf of Seller: (i) a Special Warranty Deed in the form
      attached hereto as Exhibit
      F
      and
      incorporated herein by this reference conveying the Land and the Improvements
      utilizing the legal description set forth on Exhibit A
      hereto;
      (ii) a Bill of Sale in the form attached hereto as Exhibit
      G
      and
      incorporated herein by this reference conveying the Personalty; (iii) an
      Assignment and Assumption of Tenant Leases in the form attached hereto as
Exhibit H
      and
      incorporated herein by this reference transferring and assigning the Leases;
      (iv) an Assignment and Assumption of Service Agreements, Warranties, Permits
      and
      Trade Name in the form attached hereto as Exhibit
      I
      and
      incorporated herein by this reference transferring and assigning the Service
      Agreements (other than the Rejected Agreements), the Warranties, the Permits
      and
      the Trade Name; (v) a certificate and affidavit of non-foreign status; (vi)
      a
      Title Affidavit in the form attached hereto as Exhibit
      J
      and
      incorporated herein by this reference; (vii) a settlement statement with respect
      to the Closing duly executed by Seller; (viii) a Quitclaim Deed in the form
      attached hereto as Exhibit
      K
      and
      incorporated herein by this reference utilizing the legal description set forth
      on the Survey if requested by Buyer; and (ix) such other documents or
      instruments as are reasonably required by Buyer or the Escrow Agent in order
      to
      consummate the transactions contemplated by this Agreement.

     

    H. (b) Seller
      shall deliver to Escrow Agent the following, if the same have not been
      theretofore delivered by Seller to Buyer:

     

    (i) (i) Evidence
      in form and substance reasonably satisfactory to Buyer that Seller has the
      power
      and authority to execute and enter into this Agreement and to consummate the
      sale of the Property, and that any and all actions required to authorize and
      approve the execution of and entry into this Agreement by Seller, the
      performance by Seller of all of Seller’s duties and obligations under this
      Agreement, and the execution and delivery by Seller of all Closing Documents
      to
      be executed and delivered to Buyer at Closing, have been
      accomplished.

     

    (ii) (ii) An
      updated Rent Roll current as of the Closing Date furnishing all the information
      set forth in the Rent Roll with respect to the Leases, which shall be certified
      by Seller as being true and correct in all material respects as an exhibit
      to
      the Assignment and Assumption of Tenant Leases executed and delivered by Seller
      to Buyer at Closing.

     

    (iii) (iii) A
      letter
      prepared by Buyer (if delivered to Seller at, or before, the Closing Date)
      directed to all “lessees” or “tenants” under the Leases, notifying such
“lessees” or “tenants” of the transfer of ownership of the Property and the
      assignment to Buyer of the Leases, and directing such “lessees” or “tenants” to
      make rental payments and all other payments required under the Leases to Buyer
      as of the Closing Date.

     

    (iv) (iv) Copies
      of
      the then current Operating Statements certified to be true and correct in all
      material respects by Seller or Property Manager.

     

    (v) (c) Seller
      shall deliver to the Property or make available to the Buyer at the Property
      the
      following in connection with the Property on or before the Closing
      Date:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (vi) (i) Rent
      Roll, Delinquency Report, Prepaid Report, Availability Report and Resident
      Ledgers, each dated the first Business Day preceding the Closing
      Date.

     

    (vii) (ii) All
      keys
      to the Property and every lock thereon in the possession of Seller.

     

    (viii) (iii) To
      the
      extent the same are in Seller’s possession, within Seller’s control or can
      reasonably be obtained by Seller prior to Closing, the originals of the
      Warranties and the Permits.

     

    (ix) (iv) The
      executed originals (or copies) of the Leases and the Service Agreements (other
      than the Rejected Agreements).

     

    I. 
      (d) Buyer
      shall deliver to Escrow Agent the following, if the same have not been
      theretofore delivered by Buyer to Seller:

     

    (i) (i) A
      Special
      Warranty Deed in the form attached hereto as Exhibit
      F.

     

    (ii) (ii) A
      Bill of
      Sale in the form attached hereto as Exhibit
      G.

     

    (iii) (iii)  An
      Assignment and Assumption of Tenant Leases in the form attached hereto as
Exhibit H.

     

    (iv) (iv) An
      Assignment and Assumption of Service Agreements, Warranties, Permits and Trade
      Name in the form attached hereto as Exhibit
      I.

     

    (v) (v) The
      Purchase Price in accordance with the provisions of this Agreement.

     

    (vi) (vi) A
      certified copy of all appropriate action authorizing the execution, delivery
      and
      performance by Buyer of this Agreement and the other Closing
      Documents.

     

    (vii) (vii) A
      settlement statement with respect to the Closing duly executed by
      Buyer.

     

    (viii) (viii) Such
      other Closing Documents as may be reasonably necessary to consummate the
      transactions with Seller under this Agreement.

     

    (ix) (e) If
      requested in writing by either party, the Escrow Agent shall confirm its status
      as the “Reporting Person” in writing, which such writing shall comply with the
      requirements of Section 6045(e) of the United States Code and the regulations
      promulgated thereunder.

     

    11. Closing
      Costs.
      Buyer
      shall pay for all deed transfer taxes, conveyance taxes and deed document stamps
      on the transfer of the Property and for all recording costs incurred in
      connection with the transfer of the Property and Buyer’s taking title to the
      Property. Seller shall pay (i) the premium for the Title Policy, (ii) the title
      search or cancellation fee associated with the Title Policy, (iii) the cost
      of
      endorsements to the Title Policy, and (iv) the cost of the Updated Survey.
      Seller shall pay its own attorneys’ fees, and Buyer shall pay its own attorneys’
fees. Any charges by the Escrow Agent for closing the transaction contemplated
      by this Agreement and disbursing the proceeds of same shall be paid half by
      Seller and half by Buyer. All
      other
      costs and expenses of the transaction contemplated hereby shall be borne by
      the
      party incurring the same. The costs described in this Section
      11
      shall be
      referred to herein as the “Closing
      Costs.”
The
      provisions of this Section
      11
      shall
      survive the termination of this Agreement to the extent such Closing Costs
      are
      incurred. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12. Warranties,
      Representations and Covenants of Seller.
      As of
      the Commencement Date and again as of the Closing Date in the event this
      Agreement is not terminated in accordance with the terms hereof, Seller
      represents, warrants and covenants with Buyer as follows:

     

    J. (a) Seller
      is
      a limited liability company, duly organized and validly existing under the
      laws
      of the State of Tennessee.

     

    K. (b) Seller
      has the power and authority to own and operate the Property. Seller is not
      in
      default under its organizational documents and no consents, approvals, waivers,
      notifications, acknowledgments or permissions by any third party are required,
      or if required have been obtained, in order for Seller to execute and perform
      under this Agreement.

     

    L. (c) This
      Agreement constitutes the valid and binding obligation of Seller pursuant to
      the
      terms hereof, subject, however, to bankruptcy and similar laws affecting the
      rights and remedies of creditors generally.

     

    M. (d) The
      execution and delivery of this Agreement and the other Closing Documents to
      be
      executed and delivered by Seller and the performance by Seller of Seller’s
      duties and obligations under this Agreement and the other Closing Documents
      to
      be executed and delivered by Seller are consistent with and not in violation
      of,
      and will not create any adverse condition under, any contract, agreement or
      other instrument to which Seller is a party, any judicial order or judgment
      of
      any nature by which Seller is bound, or the organizational documents of
      Seller.

     

    N. (e) Except
      for a mechanic’s lien and related claim filed by Redi-Floors (collectively, the
“Redi-Floors
      Claim”),
      neither the Seller nor any of the Property is subject to demand, suit or lien
      proceeding or litigation of any kind, pending or outstanding, before any court
      or administrative, governmental or regulatory authority, agency or body,
      domestic or foreign, or to any order, judgment, injunction or decree of any
      court, tribunal or other governmental authority, or, to Seller’s knowledge,
      threatened in writing, that would have a materially adverse effect on the
      business or financial condition of Seller or any of the Property or in any
      way
      be binding upon Buyer or affect or limit Buyer’s full use and enjoyment of any
      of the Property or that would limit or restrict in any way the Seller’s right or
      ability to enter into this Agreement and consummate the assignments, transfers,
      conveyances and any other transaction contemplated hereby.

     

    O. (f) Seller
      is
      not in violation or default with respect to any contract, indenture, deed of
      trust or loan to which it is a party or by which it is bound, which violation
      or
      default would interfere with the ability of Seller to execute, deliver or
      perform its obligations under this Agreement and/or the Closing Documents
      required to be executed by Seller. 

     

    P. (g) Seller
      will pay or cause to be paid promptly when due all Taxes, all sewer and water
      charges and all other governmental charges levied or imposed upon or assessed
      against the Property between the Commencement Date and the Closing Date, and
      will pay or cause to be paid all operating expenses incurred in the use,
      occupancy and operation of the Property between the Commencement Date and the
      Closing Date; provided, however, that Seller may, in good faith, contest any
      of
      such taxes, assessments and charges.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Q. (h) Between
      the Commencement Date and the Closing Date, Seller shall operate the Property
      in
      the ordinary course of business and shall maintain and repair the Property
      so
      that, on the Closing Date, the Property will be in the same condition as it
      exists on the Commencement Date, ordinary wear and tear and loss by casualty
      excepted; during
      the period commencing on the Commencement Date and ending on the earlier of
      the
      Closing Date or the date of the termination of this Agreement in accordance
      with
      the terms hereof, Seller shall not schedule any non-routine inspections of
      the
      Property by third parties unless required by law or by Seller’s
      insurer(s).

     

    R. (i) To
      the
      knowledge of Seller: (1) the Leases scheduled and identified on Exhibit C
      hereto
      are the only leases or other agreements for use, occupancy or possession
      presently in force with respect to all or any portion of the Property; and
      (2)
Exhibit
      C
      hereto
      contains the current rent schedule of the Leases listing each tenant space
      rented in the Project by number and other appropriate designations and setting
      forth the name(s) of each tenant, the rent payable for the use of the respective
      tenant space, any rent concessions, the status of rent payable, the amount
      of
      any tenant security deposits with respect to such tenant space required by
      the
      Leases and held by Seller and the lease commencement, move-in and expiration
      date. Seller further represents and agrees that (a) the information set forth
      on
Exhibit C
      hereto
      regarding the Leases, including, without limitation, information regarding
      tenant security deposits and the Delinquency Report, is true, complete and
      correct in all material respects; (b) Seller will deliver to Buyer at the
      Property at Closing all original Leases in its possession; (c) no tenant of
      the
      Property is in material default under any Lease in a manner that affects the
      Property; (d) no tenant of the Property is claiming that Seller as “lessor” or
“landlord” is in material default under any Leases; (e) except as set forth on
Exhibit
      C
      hereto,
      there are no material rent concessions or offsets with respect to any of the
      Leases; and (f) there are no options in favor of the “lessees” or “tenants”
under any of the Leases to purchase all or any portion of the
      Property.

     

    S. (j) Between
      the Commencement Date and the Closing Date, Seller shall not make or enter
      into
      any New Lease or modify, amend, renew and extend existing Leases or enter into
      any other agreement for the use, occupancy or possession of all or any part
      of
      the Property (each a “Lease
      Agreement”)
      without Buyer’s prior written consent unless such Lease Agreement (i) is entered
      into in the ordinary course of business, (ii) is substantially in the form
      of
      the form lease used by Seller at the Property, and (iii) provides for monthly
      rent for a (A)
      Floorplan A1
      unit at
      the Project equal to or greater than $639.00,
      (B) Floorplan A2 unit
      at
      the Project equal to or greater than $699.00,
      (C) Floorplan A3 unit at the Project equal to or greater than $816.00, (D)
      Floorplan B1 unit at the Project equal to or greater than $899.00, or (E)
      Floorplan C1 unit at the Project equal to or greater than $999.00.

     

    T. (k) Between
      the Commencement Date and the Closing Date, Seller shall in good faith attempt
      to comply with all obligations of the “lessor” or “landlord” under the Leases.
      Except with the written consent of Buyer, Seller shall take no action by act
      or
      omission that would waive a default by a tenant under a Lease other than
      accepting rent or other payments from such tenant after the due date thereof.
      Seller shall not terminate or take any enforcement action with respect to any
      Lease prior to Closing without Buyer’s written consent except in the ordinary
      course of business and in accordance with prior operations of the
      Property.

     

    U. (l) To
      Seller’s knowledge, the Service Agreements are the only management, service and
      other contracts and agreements relating to the ownership and operation of the
      Property; the Service Agreements are in full force and effect; and there are
      no
      material uncured defaults thereunder. Seller shall advise Buyer immediately
      of
      any default by any party to a Service Agreement to which Seller becomes aware.
      On or before the Closing Date, the Rejected Agreements shall be terminated
      by
      Seller at no cost to Buyer. Between the Commencement Date and the Closing Date,
      Seller shall not make or enter into any new Service Agreement or modify, amend,
      renew and extend any existing Service Agreement or enter into any other contract
      at the Property (other than a New Lease in accordance with the terms hereof)
      without Buyer’s prior written consent, which is not to be unreasonably withheld
      or delayed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    V. (m) Seller
      shall cause the Property Manager to certify to Buyer that the Operating
      Statements delivered to Buyer pursuant to this Agreement are true, correct
      and
      complete in all material respects and present fairly the financial condition
      of
      the Property.

     

    W. 
      (n) Seller
      currently has in place the public liability, casualty and other insurance
      coverage with respect to its Property that Seller deems reasonable and each
      of
      such insurance policies is in full force and effect and all premiums due and
      payable thereunder were fully paid when due. Evidence of such insurance is
      attached hereto as Exhibit
      L
      and
      incorporated herein by this reference.

     

    X. (o) To
      Seller’s knowledge, there are no pending, threatened or contemplated
      condemnation proceedings involving all or any portion of the
      Property.

     

    Y. (p) Following
      the Commencement Date, Seller shall promptly deliver to Buyer written notice
      of
      any casualty or taking involving the Property.

     

    (q) The
      existing management agreement for the Property will be terminated on or prior
      to
      the Closing Date with no liability to Buyer.

     

    Z. (r) During
      the term of this Agreement, Seller shall not market the Property to third
      parties nor enter into any agreement to sell or option the Property or any
      portion thereof to any third party.

     

    AA. (s) On
      or
      before the Closing Date, Seller shall pay any fines or assessments (other than
      Taxes) imposed against the Property before the Closing Date.

     

    (t) On
      the
      Closing Date, each vacant tenant space within the Property that became vacant
      more than five (5) Business Days prior to Closing will be in rent ready
      condition, including without limitation, (i) painting, (ii) cleaning, (iii)
      appliances, mechanical equipment and lighting in working condition, and (iv)
      vinyl, carpeting and flooring in reasonably good condition. Excluding casualties
      which are covered by Section 17 hereinbelow, with respect to each tenant space
      within the Property that has been vacant for more than five (5) Business Days
      prior to Closing that is not in a rent ready condition at the Closing, Buyer
      shall receive a credit against the Purchase Price in the sum of $1,500.00 for
      each such tenant space.

     

    BB. All
      representations and warranties of Seller in this Agreement shall be deemed
      to
      survive for a period of six (6) months from the date made and no
      longer.

     

    13. Warranties,
      Representations and Covenants of Buyer.
      As of
      the Commencement Date and again as of the Closing Date in the event this
      Agreement is not terminated in accordance with the terms hereof, Buyer
      represents, warrants and covenants with Seller as follows:

     

    CC. 
      (a) Buyer
      is
      a corporation, duly organized and validly existing under the laws of the State
      of Tennessee.

     

    DD. (b) Buyer
      has
      the lawful right, power and authority and the financial capacity to enter into
      and deliver this Agreement and the other Closing Documents required to be
      executed and delivered by Buyer and to perform its obligations hereunder and
      thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EE. (c) There
      are
      no actions, suits or proceedings pending or to Buyer’s knowledge threatened
      against, by or affecting Buyer that question the validity or enforceability
      of
      this Agreement or any action taken by Buyer under this Agreement, in any court
      or before any governmental authority, domestic or foreign.

     

    FF. (d) The
      execution and delivery of this Agreement and the other Closing Documents
      required to be executed and delivered by Buyer and the performance by Buyer
      of
      Buyer’s duties and obligations under this Agreement and the other Closing
      Documents required to be executed and delivered by Buyer are consistent with
      and
      not in violation of, and will not create any adverse condition under, any
      contract, agreement or other instrument to which Buyer is a party, any judicial
      order or judgment of any nature by which Buyer is bound, or the organizational
      documents of Buyer.

     

    GG. (e) On
      the
      Closing Date, all action will have been taken by Buyer authorizing and approving
      the execution of and entry into this Agreement, the execution and delivery
      by
      Buyer of the documents and instruments to be executed and delivered by Buyer
      on
      the Closing Date pursuant to the terms of this Agreement, and the performance
      by
      Buyer of Buyer’s duties and obligations under this Agreement and all other acts
      necessary and appropriate for the consummation of the purchase of the Property
      as contemplated by and provided for in this Agreement.

     

    HH. 14. Conditions
      to Buyer’s and Seller’s Obligations.
      (a)
      Buyer’s obligation to consummate the purchase of the Property on the Closing
      Date shall be subject to the satisfaction or performance of the following terms
      and conditions, any one or more of which may be waived by Buyer, in whole or
      in
      part, on or as of the Closing Date:

     

    (i) (i) Seller
      shall have materially complied with all covenants and provisions required by
      this Agreement to be complied with by Seller before, on, or as of the Closing
      Date;

     

    (ii) (ii) The
      representations and warranties of Seller in this Agreement shall be true and
      correct in all material respects on and as of the Closing Date; and

     

    (iii) Between
      the end of the Inspection Period and the Closing Date, no more than ten (10)
      apartments shall have become vacant and not been re-leased. 

     

    (b) If
      any of
      the conditions set forth in Section
      14(a)
      hereof
      have not been satisfied, waived or performed on or as of the Closing Date,
      Buyer
      shall have the right, at Buyer’s option, either: (i) to terminate this Agreement
      by giving written notice to Seller on or before the Closing Date, in which
      event
      all rights and obligations of the parties under this Agreement shall expire
      except as otherwise provided herein; or (ii) if such failure of condition
      constitutes a willful breach of representation or warranty by Seller,
      constitutes a failure by Seller to perform any of the terms, covenants,
      conditions, agreements, requirements, restrictions or provisions of this
      Agreement, or otherwise constitutes a willful default by Seller under this
      Agreement, to exercise such rights and remedies as may be provided for in
Section
      16
      hereof.
      In the event Buyer elects the option set forth in Section
      14(b)(i)
      above,
      the Earnest Money shall be refunded to Buyer within two (2) Business Days of
      Buyer’s request for same. It is understood, however, that a failure of a
      condition shall not by itself constitute a willful default of Seller hereunder
      entitling Buyer to any remedy beyond a termination and return of the Earnest
      Money.

     

    II. (c) Seller’s
      obligation to consummate the sale of the Property on the Closing Date shall
      be
      subject to the satisfaction or performance of the following terms and
      conditions, any one or more of which may be waived by Seller, in whole or in
      part, on, or as of the Closing Date:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i) (i) Buyer
      shall have materially complied with all covenants and provisions required by
      this Agreement to be complied with by Buyer before, on, or as of the Closing
      Date; and

     

    (ii) (ii) The
      representations and warranties of Buyer in this Agreement shall be true and
      correct in all material respects on and as of the Closing Date.

     

    JJ. (d) If
      any of
      the conditions set forth in Section
      14(c)
      hereof
      have not been satisfied, waived or performed on or as of the Closing Date,
      then
      Seller shall have the right, at Seller’s option, either: (i) to terminate this
      Agreement by giving written notice to Buyer on or before the Closing Date,
      in
      which event all rights and obligations of the parties under this Agreement
      shall
      expire except as otherwise provided herein, or (ii) if such failure of condition
      constitutes a willful breach of representation or warranty by Buyer, constitutes
      a failure by Buyer to perform any of the terms, covenants, conditions,
      agreements, requirements, restrictions or provisions of this Agreement or
      otherwise constitutes a willful default by Buyer under this Agreement, to
      exercise such rights and remedies as may be provided for in Section 16
      hereof.

     

    15. Possession
      at Closing.
      Seller
      shall surrender possession of the Property to Buyer on the Closing Date, subject
      to the Leases.

     

    16. Remedies.
      (a) If
      (i) Buyer shall fail to perform or comply with any of the terms, covenants
      or
      agreements required by this Agreement to be performed or complied with by Buyer,
      or (ii) the purchase and sale of the Property are otherwise not consummated
      in accordance with the terms and provisions of this Agreement due to a default
      by Buyer under this Agreement, the Earnest Money shall be delivered to Seller
      as
      full liquidated damages for such default. The parties acknowledge that Seller’s
      actual damages in the event of a default by Buyer under this Agreement will
      be
      difficult to ascertain, that the Earnest Money represents the parties’ best
      estimate of such damages and that the parties believe the Earnest Money is
      a
      reasonable estimate of such damages. The parties expressly acknowledge that
      the
      foregoing liquidated damages are intended not as a penalty, but as full
      liquidated damages in the event of Buyer’s default and as compensation for
      Seller’s taking the Property off the market during the term of this Agreement.
      Such delivery of the Earnest Money shall be the sole and exclusive remedy of
      Seller by reason of a default by Buyer under this Agreement.

     

    KK. (b) If
      (i)
      Seller shall fail to perform or comply with any of the terms, covenants or
      agreements required by this Agreement to be performed or complied with by
      Seller, or if (ii) the purchase and sale of the Property are otherwise not
      consummated in accordance with the terms and provisions of this Agreement due
      to
      a default by Seller under this Agreement, then and in either of such events
      Buyer may, as its sole and exclusive remedy, at law or in equity, at its option
      either (A) compel Seller to convey the Property to Buyer by a suit for
      specific performance, and, if Buyer prevails in such suit, to recover all costs
      incidental to such suit, including reasonable attorneys’ fees, or (B) declare
      this Agreement terminated, in which event (i) all rights and obligations of
      the
      parties under this Agreement shall expire (except as otherwise expressly
      provided herein) and this Agreement shall become null and void (except as
      otherwise expressly provided herein), (ii) Escrow Agent shall remit the Earnest
      Money to Buyer within two (2) business days of such termination, and (iii)
      in
      the event that Seller’s breach shall be willful, Seller shall, within five (5)
      Business Days of receipt of a written request for reimbursement (with attached
      invoices), pay to Buyer a sum equal to the lesser of (A) actual expenses
      directly incurred by Buyer with third parties as part of its due diligence,
      or
      (B) $75,000.00.

    

      LL.
        17.
Risk of Loss. (a) In the event of loss or damage to the Property or any
        portion thereof which is not "major" (as hereinafter defined), this Agreement
        shall remain in full force and effect and the repairs shall be completed
        in
        accordance with Section 17(c) hereof. Seller shall give Buyer written
        notice of such loss or damage with seven (7) business day of the occurrence
        of
        such loss or damage, together with delivery from Seller to Buyer of the Casualty
        Information (as defined in Section 17(b) hereof). 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      MM.
        (b)
        In the event of a "major" loss or damage, Buyer may terminate this Agreement
        by
        written notice to Seller within ten (10) days after Buyer receives written
        notice from Seller of the occurrence of major loss or damage, together with
        the
        Casualty Information, in which event the Earnest Money shall be refunded
        to
        Buyer within two (2) Business Days of Buyer's request for same. If Buyer
        does
        not elect to terminate this Agreement within ten (10) days after Buyer receives
        written notice from Seller of the occurrence of major loss or damage, together
        with the Casualty Information, then Buyer shall be deemed to have elected
        to
        proceed with the Closing with the Property in its then condition and Buyer
        shall
        close without reduction or abatement in the Purchase and with an assignment
        of
        the proceeds (if any) under Seller's insurance policy not yet spent towards
        the
        repairs. The "Casualty Information" shall include the following: (i) detailed
        information regarding Seller's insurance that covers the loss or damage in
        question with appropriate backup documentation, including without limitation,
        the amount of insurance coverage, applicable deductibles and rent loss coverage,
        (ii) the estimated cost to repair Project to its condition immediately preceding
        the loss or damage in question with appropriate backup documentation, and
        (iii)
        the estimated time to repair Project to its condition immediately preceding
        the
        loss or damage in question with appropriate backup documentation if available.
        

      


      NN.
        (c)
        If this Agreement is not terminated pursuant to Section 17(b) hereof and
        if
        prior to Closing Seller has not performed all repairs necessary to bring
        the
        Property to its condition immediately prior to such loss or damage, Seller
        shall
        assign to Buyer all of Seller's right, title and interest to any claims and
        proceeds Seller may have with respect to any casualty insurance policies
        or
        condemnation awards relating to the Property, except to the extent needed
        to
        reimburse Seller for sums it expended prior to the Closing for the restoration
        or repair of such Property. In the event that Seller elects to perform repairs
        upon the Property, Seller shall use reasonable efforts to complete such repairs
        prior to Closing. If Seller assigns a casualty or condemnation claim to Buyer,
        at Closing there shall be credited against the Purchase Price (i) an amount
        equal to the amount of any insurance proceeds or condemnation awards actually
        collected by Seller as a result of any such damage or destruction or
        condemnation occurring after the Commencement Date, less any sums reasonably
        expended by Seller prior to the Closing in restoring or repairing the Property,
        (ii) any applicable insurance deductibles, and (iii) any rent loss proceeds
        applicable to the Property for the time period commencing on the Closing
        Date.
        If such proceeds or awards have not been collected as of the Closing, then
        such
        proceeds or awards shall be assigned to Buyer at Closing, except to the extent
        needed to reimburse Seller for sums it expended prior to the Closing for
        the
        restoration or repair of such Property. Upon Closing, full risk of loss with
        respect to the Property shall pass to Buyer. 

      


      (d)
        For
        purposes of Section 17(a) and Section 17(b) hereof, "major" loss
        or damage refers to the following: (i) loss or damage to the Property or
        any
        portion thereof such that the cost of repairing or restoring the Property
        to a
        condition substantially similar to that of the Property prior to the event
        of
        damage would be, in the opinion of an architect selected by Buyer and reasonably
        approved by Seller, equal to or greater than One Hundred Thousand Dollars
        ($100,000.00) and (ii) any loss due to a condemnation which permanently and
        materially impairs (A) the current use of the Property, (B) access to the
        Property, and/or (C) signage at the Property. If Seller does not give notice
        to
        Buyer of Seller's reasons for disapproving an architect within five (5) Business
        Days after receipt of notice of the proposed architect, Seller shall be deemed
        to have approved the architect selected by Buyer. 

    

    


    18. Negotiation
      of Documents.
      The
      parties agree that prior to Closing they will in good faith negotiate all
      Closing Documents consistent with the provisions of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    19. Notice
      of Developments.
      After
      the execution hereof and prior to Closing, Seller will give prompt written
      notice to Buyer of any material change in Seller and/or the Property or of
      any
      material modifications to the representations, warranties and/or covenants
      contained herein that are necessary to make the representations, warranties
      and/or covenants contained herein remain true and correct, but only to the
      extent that Seller acquires actual knowledge thereof. After the execution hereof
      and prior to Closing, Buyer will give prompt written notice to Seller of any
      material change in Buyer or of any modifications to the representations,
      warranties and/or covenants contained herein that are necessary to make the
      representations, warranties and/or covenants contained herein remain true and
      correct, but only to the extent that Buyer acquires actual knowledge thereof.
      Each party hereto will give prompt written notice to the other party of any
      material development affecting the ability of such party to consummate the
      transactions contemplated by this Agreement.

     

    20. Assignment.
      This
      Agreement may not be assigned by Buyer, in whole or in part, without the prior
      written consent of Seller, which consent shall not be unreasonably withheld,
      conditioned or delayed. Notwithstanding the foregoing, this Agreement may be
      assigned by Buyer without the prior written consent of Seller as long as the
      assignee of this Agreement is an entity whose managing member or general partner
      is (a) a principal of Buyer, or (b) an entity that is controlled by a principal
      of Buyer.

     

    21. Parties.
      This
      Agreement shall be binding upon and enforceable against, and shall inure to
      the
      benefit of, Buyer and Seller and their respective legal representatives,
      successors and assigns.

     

    22. Broker
      and Commission.
      All
      negotiations relative to this Agreement and the purchase and sale of the
      Property as contemplated by and provided for in this Agreement have been
      conducted by and between Seller and Buyer without the intervention of any person
      or other party as agent or broker. Seller and Buyer warrant and represent to
      each other that there are and will be no broker’s commissions or fees payable in
      connection with this Agreement or the purchase and sale of the Property by
      reason of their respective dealings, negotiations or communications. Seller
      and
      Buyer shall and do each hereby indemnify, defend and hold harmless the other
      from and against the claims, demands, actions and judgments of any and all
      brokers, agents and other persons or entities alleging a commission, fee or
      other payment to be owing by reason of their respective dealings, negotiations
      or communications in connection with this Agreement or the purchase and sale
      of
      the Property. The terms and provisions of this Section
      22
      shall
      survive the Closing or any termination of this Agreement.

     

    23. Indemnity.
      (a)
      Seller hereby agrees, for itself and its successors and assigns, jointly and
      severally, to indemnify, defend and hold the Buyer harmless from and against
      any
      and all damage, cause of action, action, proceeding, expense (including, without
      limitation, reasonable expenses of investigation and reasonable attorneys’ fees
      and expenses), loss, cost, claim or liability (each a “Claim”)
      suffered or incurred by Buyer as a result of any intentional untruth, inaccuracy
      or breach in or of any of the representations, warranties, covenants or
      agreements made by Seller herein. It is the express intention and agreement
      of
      the parties that the indemnity set forth in this Section
      23(a)
      shall
      survive the consummation of the transactions contemplated in this Agreement.
      Notwithstanding anything to the contrary contained in this Agreement, Seller
      shall not have any liability for any Claim that is asserted more than six (6)
      calendar months after the Closing Date except with respect to Claims for which
      notice of the breach or inaccuracy of the representations, warranties, covenants
      or agreements giving rise to such right of indemnity have been given to Seller
      by written notice from Buyer at any time within the six (6) month period
      following the Closing Date.

     

    OO. (b) Buyer
      hereby agrees, for itself and its successors and assigns, to indemnify, defend
      and hold Seller harmless from and against any Claim suffered or incurred by
      Seller as a result of any intentional untruth, inaccuracy or breach in or of
      any
      of the representations, warranties, covenants or agreements made by Buyer
      herein. It is the express intention and agreement of the parties that the
      indemnity set forth in this Section
      23(b)
      shall
      survive the consummation of the transactions contemplated in this Agreement.
      Notwithstanding anything to the contrary contained in this Agreement, Buyer
      shall not have any liability for any Claim that is asserted more than six (6)
      calendar months after the Closing Date except with respect to Claims for which
      notice of the breach or inaccuracy of the representations, warranties, covenants
      or agreements giving rise to such right of indemnity have been given to Buyer
      by
      written notice from Seller at any time within the six (6) month period following
      the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PP. (c) Any
      party
      entitled to indemnification under this Agreement (the “Indemnified
      Party”)
      shall
      give prompt written notice to the party against whom indemnity is sought
      pursuant to this Agreement (the “Indemnifying
      Party”)
      as to
      the assertion of any claim, or the commencement of any suit, action or
      proceeding in respect of which indemnity may be sought under this Agreement.
      Except as otherwise provided in Section
      23(a)
      and
Section
      23(b)
      hereof,
      the omission of the Indemnified Party to notify the Indemnifying Party of any
      such claim shall not relieve the Indemnifying Party from any liability in
      respect of such claim that such Indemnifying Party may have to the Indemnified
      Party on account of this Agreement, except, however, the Indemnifying Party
      shall be relieved of liability to the extent that the failure so to notify
      (i)
      shall have caused prejudice to the defense of such claim, or (ii) shall have
      increased the costs or liability of the Indemnifying Party by reason of the
      inability or failure of the Indemnifying Party (because of the lack of prompt
      notice from the Indemnified Party) to be involved in any investigations or
      negotiations regarding any such claim, nor shall the omission of the Indemnified
      Party to notify the Indemnifying Party of any such claim relieve the
      Indemnifying Party from any other liability that the Indemnifying Party may
      have
      to the Indemnified Party. In case any such claim shall be asserted or commenced
      against an Indemnified Party and such Indemnified Party shall notify the
      Indemnifying Party thereof, the Indemnifying Party shall be entitled to
      participate in the negotiation or administration thereof and, to the extent
      such
      Indemnifying Party may desire, to assume the defense thereof with counsel
      reasonably satisfactory to the Indemnified Party, and, after notice from the
      Indemnifying Party to the Indemnified Party of such Indemnifying Party’s
      election so to assume the defense thereof, which notice shall be given within
      thirty (30) days of the Indemnifying Party’s receipt of such notice from such
      Indemnified Party, the Indemnifying Party will not be liable to the Indemnified
      Party hereunder for any legal or other expenses subsequently incurred by the
      Indemnified Party in connection with the defense thereof other than reasonable
      costs of investigation. In the event that the Indemnifying Party does not desire
      to assume the defense, conduct or settlement of any claim, the Indemnified
      Party
      shall not settle such claim without the written consent of the Indemnifying
      Party, which consent shall not be unreasonably withheld or delayed.

     

    QQ. (d) Nothing
      in this Section
      23
      shall be
      construed to mean that the Buyer or Seller shall be responsible for any
      obligations, acts or omissions of the other prior to Closing except for such
      obligations and liabilities expressly assumed pursuant to this
      Agreement.

     

    24. Further
      Assurances; Survival.
      At
      Closing, and from time to time thereafter, Seller (at Buyer’s expense) shall do
      all such additional and further acts, and shall execute and deliver all such
      additional and further instruments and documents, as Buyer or Buyer’s counsel
      may reasonably require to fully vest in and assure to Buyer full right, title
      and interest in and to the Property to the full extent contemplated by this
      Agreement and otherwise to effectuate the purchase and sale of the Property
      as
      contemplated by and provided for in this Agreement. Except as otherwise provided
      herein, all the provisions of this Agreement (including, without limitation,
      the
      representations, covenants and warranties of Seller as set forth in this
      Agreement) shall survive the consummation of the purchase and sale of the
      Property on the Closing Date, the delivery of the Special Warranty Deed and
      the
      payment of the Purchase Price for a period of six (6) months following the
      Closing Date.

     

    25. Modification.
      This
      Agreement supersedes all prior discussions and agreements between Seller and
      Buyer with respect to the purchase and sale of the Property and other matters
      contained herein, and this Agreement contains the sole and entire understanding
      between Seller and Buyer with respect thereto. This Agreement shall not be
      modified or amended except by an instrument in writing executed by or on behalf
      of Seller and Buyer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    26. Applicable
      Law.
      This
      Agreement shall be governed by, construed under and interpreted and enforced
      in
      accordance with the laws of the State of Tennessee.

     

    27. Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, and all of such counterparts together shall constitute one and
      the
      same instrument. A facsimile transmission or electronic mail transmission of
      an
      original signature shall be binding hereunder.

     

    28. Time.
      Time is
      and shall be of the essence in this Agreement.

     

    29. Captions.
      The
      captions and headings used in this Agreement are for convenience only and do
      not
      in any way restrict, modify or amplify the terms of this Agreement.

     

    30. Exhibits.
      Each
      and every Exhibit referred to or otherwise mentioned in this Agreement is
      attached to this Agreement and is and shall be construed to be made a part
      of
      this Agreement by such reference or other mention at each point at which such
      reference or other mention occurs, in the same manner and with the same effect
      as if each Exhibit were set forth in full and at length every time it is
      referred to or otherwise mentioned.

     

    31. Notices.
      All
      notices, requests, demands, tenders and other communications under this
      Agreement shall be in writing to the address or facsimile number for each party
      set forth below its execution of this Agreement. Any such notice, request,
      demand, tender or other communication shall be deemed to have been duly given:
      (a)
      if
      served in person, when served; (b) if sent by facsimile (provided that such
      facsimile transmission is confirmed by telephone or a statement generated by
      the
      transmitting machine) upon completion of transmission, or if transmission is
      completed after 5:00 p.m. Central Time or on a day other than a Business Day,
      on
      the next succeeding Business Day; (c) if by overnight courier, on the first
      Business Day after delivery to a nationally recognized overnight courier; or
      (d)
      if by certified mail, return receipt requested, upon receipt.
      Rejection or other refusal to accept, or inability to deliver because of changed
      address or facsimile number of which no notice was given, shall be deemed to
      be
      receipt of such notice, request, demand, tender or other communication. Any
      party, by written notice to the others in the manner herein provided, may
      designate an address, phone number and/or facsimile number different from that
      stated herein. Any
      notice, request, demand, tender or other communication from legal counsel of
      a
      party hereto shall be deemed notice from such party for purposes of this
Section
      31.

     

    32. Attorneys’
      Fees.
      In the
      event of any litigation arising out of this Agreement, the party substantially
      prevailing in obtaining the relief sought, in addition to all other sums that
      the other party may be required to pay, shall recover reasonable attorneys’ fees
      and disbursements actually incurred by such prevailing party. This shall survive
      the termination of this Agreement.

     

    33. Commencement
      Date; Holidays.
      For the
      purposes of this Agreement, “Commencement
      Date”
means
      the date this Agreement is executed by Buyer or Seller, whichever is later
      as
      evidenced by the “Date
      of Execution”
below
      the signature blocks to this Agreement, and the Earnest Money has been deposited
      with Escrow Agent. The
      term
“Business Day” shall mean a day other than a Saturday, Sunday, federal holiday
      or other day on which commercial banks in Chattanooga, Tennessee are authorized
      or required by law or executive order to close. If the last day upon which
      performance hereunder would otherwise be required or permitted is not a Business
      Day, then the time for such performance shall be extended to the next day that
      is a Business Day. The
      final
      day of any period to be calculated hereunder shall be deemed to end at 5:00
      o'clock p.m. (Central Time).

     

    34. Number
      and Gender.
      As used
      in this Agreement, the singular number shall include the plural and the plural
      shall include the singular, and the use of any gender shall be applicable to
      all
      genders, unless the context would clearly not admit such construction. All
      capitalized terms defined in this Agreement shall have the same meanings when
      used in the exhibits attached hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    35. Invalid
      Provision.
      In the
      event any provision of this Agreement is held to be invalid, illegal or
      unenforceable in any respect, the remainder of this Agreement shall not be
      affected, and this Agreement shall be construed as if such invalid, illegal
      or
      unenforceable provision had never been contained in this Agreement.

     

    (1) 36. OFAC
      Matters.
      Each of
      Seller and Buyer represent, warrant and agree as follows as applicable to each
      of them:

     

    RR. A.
      Seller
      and Buyer, and all direct or to their knowledge indirect beneficial owners
      of
      Seller and Buyer, are in compliance with all laws, statutes, orders,
      legislation, rules and regulations of any federal, state or local governmental
      authority in the United States of America applicable to such Persons (as
      hereinafter defined), including, without limitation, the requirements of
      Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and
      other similar requirements contained in the rules and regulations of the Office
      of Foreign Asset Control, Department of the Treasury (“OFAC”) and in any
      enabling legislation or other Executive Orders in respect thereof (the Order
      and
      such other laws, statutes, rules, regulations, legislation, or orders are
      collectively called the “Orders”). For purposes of this subsection, “Person”
shall mean any corporation, partnership, limited liability company, joint
      venture, individual, trust, real estate investment trust, banking association,
      federal or state savings and loan institution and any other legal entity,
      whether or not a party hereto; and

     

    (i) B. Neither
      Seller nor Buyer nor any of the direct or to their knowledge indirect beneficial
      owners of Seller nor Buyer:

     

    (1) 1. is
      listed
      on the Specially Designated Nationals and Blocked Persons List maintained by
      OFAC pursuant to the Order and/or on any other list of terrorists or terrorist
      organizations maintained pursuant to any of the rules and regulations of OFAC
      or
      pursuant to any other applicable Orders (such lists are collectively referred
      to
      as the “Lists”);

     

    (2) 2. has
      been
      determined by competent authority to be subject to the prohibitions contained
      in
      the Orders;

     

    (3) 3. is
      owned
      or controlled by, nor acts for or on behalf of, any Person on the Lists or
      any
      other Person who has been determined by competent authority to be subject to
      the
      prohibitions contained in the Orders;

     

    4. shall
      transfer or permit the transfer of any interest in Seller or such parties to
      any
      Person who is, or whose beneficial owners are, listed on the Lists;
      or

     

    5. shall
      assign this Agreement or any interest herein, to any Person who is listed on
      the
      Lists or who is engaged in illegal activities (or to a Person in which a Person
      who is listed on the Lists or who is engaged in illegal activities has any
      beneficial interest).

     

    This
      Section 36 shall survive the Closing.

    


    37. Property
      Sold "AS
      IS".
      (a)
      BUYER EXPRESSLY UNDERSTANDS AND AGREES AND ACKNOWLEDGES THAT SELLER WOULD NOT
      HAVE ENTERED THIS AGREEMENT WITHOUT THE EXPRESS PROVISIONS OF THIS SECTION
      37
      BEING INCLUDED IN THIS AGREEMENT. IN PARTICULAR, BUYER ACKNOWLEDGES THAT SELLER
      ONLY RECENTLY ACQUIRED THE PROPERTY BY DEED IN LIEU OF FORECLOSURE AND THEREFORE
      SELLER IS BOTH UNWILLING AND UNABLE TO MAKE ANY REPRESENTATIONS OR WARRANTIES
      CONCERNING THE PROPERTY OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH
      IN THIS AGREEMENT AND/OR THE CLOSING DOCUMENTS. IT IS UNDERSTOOD THAT, EXCEPT
      AS
      SET FORTH IN THIS AGREEMENT AND/ THE CLOSING DOCUMENTS, THE PROPERTY AND ALL
      IMPROVEMENTS AND FIXTURES COMPRISING THE PROPERTY SHALL BE DELIVERED
      "AS
      IS",
      “WHERE
      IS”
IN
      THEIR PRESENT CONDITION AND WITH ALL FAULTS, SUBJECT TO REASONABLE WEAR AND
      TEAR
      AND DETERIORATION BETWEEN THE COMMENCEMENT DATE AND THE CLOSING DATE. SELLER
      SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT DEFECTS IN THE PROPERTY. BUYER
      ACKNOWLEDGES THAT, EXCEPT AS HEREIN SPECIFICALLY SET FORTH AND/OR THE CLOSING
      DOCUMENTS, NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES, EMPLOYEES, MEMBERS,
      OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, MEMBERS, PARTNERS, COUNSEL OR
      AGENTS HAS MADE OR WILL IN THE FUTURE MAKE ANY DISCLOSURES, REPRESENTATIONS
      OR
      WARRANTIES AS TO THE PHYSICAL CONDITION, STATE OF REPAIR, TENANCY, INCOME,
      EXPENSES OR OPERATION OF THE PROPERTY. EXCEPTING ONLY THOSE REPRESENTATIONS
      SPECIFICALLY SET FORTH IN THIS AGREEMENT AND/OR THE CLOSING DOCUMENTS, BUYER
      ACKNOWLEDGES THAT BUYER HAS NOT RELIED ON ANY REPRESENTATIONS, WARRANTIES OR
      OTHER STATEMENTS WHETHER ORAL OR WRITTEN IN BUYER’S DECISION TO ACQUIRE THE
      PROPERTY IN ACCORDANCE WITH THE TERMS HEREOF. BUYER ALSO ACKNOWLEDGES THAT
      BUYER
      HAS NOT AND AGREES THAT IT WILL NOT IN THE FUTURE RELY ON ANY "BROKER SET-UPS"
      OR ANY OTHER COMMUNICATIONS FROM ANY REAL ESTATE BROKER, MANAGING AGENT OR
      SIMILAR PARTY.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) IN
      PARTICULAR, EXCEPT AS HEREIN SPECIFICALLY SET FORTH AND/OR THE CLOSING
      DOCUMENTS, SELLER HAS NOT MADE (AND IS UNWILLING TO MAKE) ANY DISCLOSURES,
      REPRESENTATIONS OR WARRANTIES IN RESPECT OF (I) THE PHYSICAL CONDITION OF THE
      PROPERTY (INCLUDING, WITHOUT LIMITATION, IN RESPECT OF THE PRESENCE,
      NON-PRESENCE OR CONDITION OF HAZARDOUS MATERIALS (HEREAFTER DEFINED), (II)
      THE
      COMPLIANCE OR NON-COMPLIANCE OF THE PROPERTY WITH ANY PLANS OR SPECIFICATIONS
      OR
      WITH APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO THE
      PROTECTION OF THE ENVIRONMENT OR THE HEALTH, SAFETY, ACCESSIBILITY OR WELFARE
      OF
      EMPLOYEES, WORKERS OR GUESTS TO THE PROPERTY (INCLUDING BUT NOT LIMITED TO
      THE
      OCCUPATIONAL SAFETY AND HEALTH ACT, AS AMENDED, AND THE AMERICAN WITH
      DISABILITIES ACT, AS AMENDED)), (III) THE REVENUES, INCOME OR EXPENSES OF THE
      PROPERTY, (IV) THE ADEQUACY OR INADEQUACY OF THE UTILITIES, IF ANY, PROVIDED
      TO
      THE PROPERTY, (V) THE ZONING OF THE PROPERTY OR (VI) ANY OTHER MATTER WHATSOEVER
      AND WHETHER OR NOT CONCERNING THE PROPERTY. BUYER ACKNOWLEDGES THE FOREGOING
      AND
      WARRANTS AND REPRESENTS THAT TO BUYER’S KNOWLEDGE, THIS AGREEMENT PROVIDES FOR
      SUFFICIENT TIME AND OPPORTUNITY FOR BUYER TO INSPECT THE PROPERTY AND OTHER
      MATTERS DEEMED IMPORTANT TO BUYER REGARDING THE PROPERTY, THAT BUYER (OR ITS
      PRINCIPAL OFFICER IF BUYER SHALL BE AN ENTITY) IS EXPERIENCED IN OWNING REAL
      PROPERTY SIMILAR TO THE PROPERTY AND THAT BUYER IS REPRESENTED BY ADVISORS
      AND
      COUNSEL OF BUYER’S CHOOSING.

     

    (c) For
      purposes hereof, “Hazardous Materials” shall mean and refer to explosives,
      radioactive materials, asbestos, asbestos-containing materials, polychlorinated
      biphenyls, lead, lead-based paint, radon, under and/or above ground storage
      tanks, hazardous materials, toxic substances, hazardous wastes, hazardous
      substances, mold, petroleum, petroleum based materials or any other materials
      or
      substances which are listed or regulated in the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections
      6901, et seq.),
      the
      Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901,
et seq.),
      the
      Clean Water Act (33 U.S.C. Section 1251, et seq.),
      the
      Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.),
      the
      Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.),
      the
      Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.),
      or any
      other applicable federal, state or local laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) By
      not
      terminating this Agreement at the expiration of the Inspection Period and
      proceeding to Closing, without further documentation, Buyer, on behalf if itself
      and all of its officers, directors, members, managers, trustees, beneficiaries,
      shareholders, employees, representatives, successors and assigns, and their
      affiliates (collectively, the “Releasors”),
      will
      automatically be deemed to have waived and relinquished any and all claims,
      rights and remedies Releasors may now or hereafter have against Seller, its
      successors, assigns, officers, directors, members, managers, trustees,
      beneficiates, shareholders, employees, representatives, and their respective
      successors, assigns and affiliates (the “Seller
      Parties”),
      whether known or unknown, which may arise from or be related to this Agreement
      or in any manner related to the Property (including without limitation any
      past,
      present or future presence or existence of Hazardous Materials on, under or
      about the Property, any past present or future violation of any rules,
      regulations or laws, now or hereafter enacted relating to the Property, the
      physical or structural condition of the Property, the financial performance
      of
      the Property or any other matter or claim in any manner related to this
      Agreement or the Property) except as otherwise specifically set forth herein;
      provided, however, that the release contained herein shall not be deemed to
      void
      the effect of any agreement, representation or warranty of Seller specifically
      contained in this Agreement which agreement, representation or warranty by
      its
      term is specifically set forth to survive Closing. This section shall survive
      the Closing and the recordation of the deed and will not be deemed merged into
      the deed upon its recordation. 

    


    (e) Buyer
      is
      hereby notified that residential dwellings built prior to 1978 may present
      exposure to lead from lead-based paint that may place young children at risk
      of
      developing lead poisoning. Lead poisoning in young children may produce
      permanent neurological damage, including learning disabilities, reduced
      intelligence quotient, behavioral problems and impaired memory. Lead poisoning
      also poses a particular risk to pregnant women. The seller of any interest
      in
      residential real property is required to provide the buyer with any information
      on lead-based paint hazards from risk assessments or inspections in the seller's
      possession and notify the buyer of any known lead-based paint hazards. A risk
      assessment or inspection for possible lead-based paint hazards is recommended
      prior to purchase of the Property (the "Lead-Based Paint Inspection"). Buyer
      acknowledges that it has read understood the lead warning statement above and
      has received the Lead Hazard Information Pamphlet Protect
      your Family From Lead in Your Home. Buyer
      shall have the Inspection Period to notify Seller of any defects or issues
      raised by the Lead-Based Paint Inspection that Buyer is not satisfied with.
      Seller represents that to its knowledge, the Improvements were constructed
      following 1978.

    


    (f) Buyer
      acknowledges that Seller may have  information concerning the
      condition of the property, including information about its environmental
      and/or structural condition
      including possibly prior
      environmental or structural inspection reports. Buyer
      also specifically acknowledges
      that Seller is under no obligation or duty to disclose such
      information to Buyer,
      and
      that Buyer is
      not entitled to and does not expect any such disclosure. Buyer
      acknowledges that Seller does not wish to expose itself to any potential claims
      (including without limitation that any such information
      (including without limitation environmental and building condition
      reports) is
      in any
      manner deficient or that the information disclosed is not all of the relevant
      information that Seller may have on the matter) and Buyer
      agrees
      that it has or will be having its own environmental and structural reports
      commissioned by licensed and insured consultants chosen by Buyer
      and that
Buyer
      will be
      relying solely on those reports in
      making
      any assessments or conclusions as
      to the
      environmental and/or
      physical
      condition of the Property.
      Buyer
      agrees
      that Seller shall have no obligation to provide any information regarding the
      environmental or physical condition of the Property
      but in
      the event that Seller should provide any such information (notwithstanding
      that
      Seller has no obligation to do so), Buyer
      acknowledges that any such information may not be all such information
available
      to Seller on
      any
      particular topic. Buyer hereby
      waives
      any claim against Seller and the Seller Parties related to any such information
      (including without limitations claims that such information is wrong, is
      inaccurate, is incomplete or that Seller knew or should have known that such
      information is wrong, is inaccurate and/or is incomplete).
      Notwithstanding the foregoing, Seller has not intentionally withheld any
      engineering or environmental reports that it possesses that materially and
      adversely contradict any other information Seller may have
      provided.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g) This
      Section
      37
      shall
      survive the Closing or earlier termination of this Agreement.

    


    SIGNATURE
      PAGE TO FOLLOW.

     

    THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, Seller and Buyer have caused their duly authorized
      representatives to execute and deliver this Agreement, all as of the day and
      year first written above.

    

      
        	 	 
	 	
                BUYER:

              
	 	 
	 	
                Brookside
                  Properties, Inc., a Tennessee corporation

              
	 	 
	 	
                By:_________________________________________

              
	 	 
	 	
                Print
                  Name:_________________________________

              
	 	 
	 	
                Title:________________________________________

              
	 	 
	 	
                Date
                  of Execution: July ______, 2008

              
	 	 
	 	
                Initial
                  address for notices:

              
	 	 
	 	
                2002
                  Richard Jones Road, Suite C200

              
	 	
                Nashville,
                  Tennessee 37215

              
	 	
                Attention:
                  Jan Bachus

              
	 	
                Telephone:
                  (615) 467-3435

              
	 	
                Facsimile:
                  (615) 312-1038

              
	 	 
	 	
                With
                  a copy to:

              
	 	 
	 	
                Lea
                  W. Stouffer

              
	 	
                6507
                  Brownlee Drive

              
	 	
                Nashville,
                  Tennessee 37205

              
	 	
                Telephone:
                  (615) 356-0642

              
	 	
                Facsimile:
                  (662) 796-4797

              
	 	 


      

    

    
    

    SIGNATURE
      PAGE TO FOLLOW.

     

    THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              SELLER:

            
	 	 
	 	
              TRB
                Chattanooga LLC, a Tennessee limited liability company

            
	 	 
	 	 
	 	
              By:_________________________________________

            
	 	
              Mark
                H. Lundy

            
	 	
              Senior
                Vice President of the Member

            
	 	 
	 	
              Date
                of Execution: July ____, 2008

            
	 	 
	 	
              Initial
                address for notices:

            
	 	 
	 	
              Jeffrey
                A. Gould, President

            
	 	
              TRB
                Chattanooga LLC

            
	 	
              60
                Cutter Mill Road, Suite 303

            
	 	
              Great
                Neck, New York 11021

            
	 	
              Telephone:
                516.773.2713

            
	 	
              Facsimile:
                516.684.4902

            
	 	
               

            
	 	
              With
                a copy to:

            
	 	 
	 	
              Mark
                H. Lundy, Senior Vice President

            
	 	
              TRB
                Chattanooga LLC

            
	 	
              60
                Cutter Mill Road, Suite 303

            
	 	
              Great
                Neck, New York 11021

            
	 	
              Telephone:
                516.773.2703

            
	 	
              Facsimile:
                516.684.4903

            
	 	 
	 	
              And
                with a copy to:

            
	 	 
	 	
              Marc
                T. McNamee, Esq.

            
	 	
              Neal
                and Harwell, PLC, 

            
	 	
              Suite
                2000, One Nashville Place

            
	 	
              150
                4th Avenue North

            
	 	
              Nashville,
                Tennessee 37219-2498

            
	 	
              Telephone:
                615.238.3521

            
	 	
              Facsimile:
                615.726.0573