Tamarind Bay - Contract of Sale



Exhibit
10.46

PURCHASE
AND SALE CONTRACT

BETWEEN

CENTURY
PROPERTIES FUND XIX, LP,

a Delaware limited partnership

AS
SELLER

AND

WRH
PROPERTIES, INC.

a Florida corporation

AS
PURCHASER

TAMARIND BAY APARTMENTS
11400 4th Street
North,
St. Petersburg, Florida 33716




TABLE OF CONTENTS

Page



 

	
 
	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
 
	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
 
	
2.1
	
Purchase
and Sale
	
1

	
 
	
2.2
	
Purchase
Price and Deposit
	
1

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
 
	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
3

	
 
	
3.1
	
Feasibility
Period
	
3

	
 
	
3.2
	
Expiration
of Feasibility Period
	
3

	
 
	
3.3
	
Conduct
of Investigation
	
4

	
 
	
3.4
	
Purchaser
Indemnification
	
4

	
 
	
3.5
	
Property
Materials
	
4

	
 
	
3.6
	
Property
Contracts
	
5

	
 
	
ARTICLE
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
6

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Assumed
Encumbrances
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
11

	
 
	
4.7
	
Purchaser
Financing
	
12

	
 
	
ARTICLE
V
	
CLOSING
	
12

	
 
	
5.1
	
Closing
Date
	
12

	
 
	
5.2
	
Seller
Closing Deliveries
	
12

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
13

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
14

	
 
	
5.5
	
Post
Closing Adjustments
	
17

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
17

	
 
	
6.1
	
Seller’s
Representations
	
17

	
 
	
6.2
	
AS-IS
	
19

	
 
	
6.3
	
Survival
of Seller’s Representations
	
20

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
20

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
21

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
22

	
 
	
7.1
	
Leases
and Property Contracts
	
22

	
 
	
7.2
	
General
Operation of Property
	
22

	
 
	
7.3
	
Liens
	
22

	
 
	
7.4
	
Insurance
	
22

	
 
	
ARTICLE VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
23

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
23

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
23

	
 
	
ARTICLE
IX
	
BROKERAGE
	
24

	
 
	
9.1
	
Indemnity
	
24

	
 
	
9.2
	
Broker
Commission
	
24

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
24

	
 
	
10.1
	
Purchaser
Default
	
24

	
 
	
10.2
	
Seller
Default
	
25

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
26

	
 
	
11.1
	
Major
Damage
	
26

	
 
	
11.2
	
Minor
Damage
	
26

	
 
	
11.3
	
Closing
	
26

	
 
	
11.4
	
Repairs
	
27

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
27

	
 
	
12.1
	
Eminent
Domain
	
27

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
27

	
 
	
13.1
	
Binding
Effect of Contract
	
27

	
 
	
13.2
	
Exhibits
and Schedules
	
27

	
 
	
13.3
	
Assignability
	
27

	
 
	
13.4
	
Captions
	
28

	
 
	
13.5
	
Number
and Gender of Words
	
28

	
 
	
13.6
	
Notices
	
28

	
 
	
13.7
	
Governing
Law and Venue
	
30

	
 
	
13.8
	
Entire
Agreement
	
31

	
 
	
13.9
	
Amendments
	
31

	
 
	
13.10
	
Severability
	
31

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
31

	
 
	
13.12
	
Construction
	
31

	
 
	
13.13
	
Confidentiality
	
31

	
 
	
13.14
	
Time
of the Essence
	
32

	
 
	
13.15
	
Waiver
	
32

	
 
	
13.16
	
Attorneys’
Fees
	
32

	
 
	
13.17
	
Time
Zone/Time Periods
	
32

	
 
	
13.18
	
1031
Exchange
	
32

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
32

	
 
	
13.20
	
No
Exclusive Negotiations
	
32

	
 
	
13.21
	
ADA
Disclosure
	
33

	
 
	
13.22
	
No
Recording
	
33

	
 
	
13.23
	
Relationship
of Parties
	
33

	
 
	
13.24
	
Dispute
Resolution
	
33

	
 
	
13.25
	
AIMCO
Marks
	
34

	
 
	
13.26
	
Non-Solicitation
of Employees
	
34

	
 
	
13.27
	
Survival
	
34

	
 
	
13.28
	
Multiple
Purchasers
	
34

	
 
	
13.29
	
Radon
Gas
	
34

	
 
	
13.30
	
Energy
Efficiency
	
34

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
35

	
 
	
14.1
	
Disclosure
	
35

								


 


EXHIBITS AND SCHEDULES

 

EXHIBITS

 

	
Exhibit
A
	
Description
of Land

	
Exhibit
B
	
Form
of Special Warranty Deed

	
Exhibit
C
	
Form
of Bill of Sale

	
Exhibit
D
	
Form
of General Assignment

	
Exhibit
E
	
Form
of Lease Assignment

	
Exhibit
F
	
Form
of Tenant Notice Letters

	
Exhibit
G
	
Lead
Paint Disclosure



 

 

SCHEDULES

 

	
Schedule
1
	
Definitions

	
Schedule
2
	
List
of Excluded Permits

	
Schedule
3
	
Excluded
Fixtures and Tangible Personal Property

	
Schedule
4
	
List
of Materials

	
Schedule
5
	
Rent
Roll and Arrears Report

	
Schedule
6
	
Property
Contracts List

	
Schedule
7
	
Specific
AIMCO Provisions



 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 8th day of June, 2009 (the “Effective
Date”), by and between CENTURY PROPERTIES FUND XIX, LP, a
Delaware limited partnership, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and WRH
PROPERTIES INC., a Florida corporation, having a principal address at 100
Second Avenue South, Suite 904, St. Petersburg, Florida 33701
(“Purchaser”).

NOW,
THEREFORE, in consideration of mutual covenants set forth herein, Seller and
Purchaser hereby agree as follows:

RECITALS

A.                
Seller owns the real estate located in Pinellas County, Florida, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as Tamarind Bay
Apartments.

B.                
Purchaser desires to purchase, and Seller desires to sell, such land,
improvements and certain associated property, on the terms and conditions set
forth below.

ARTICLE I
DEFINED
TERMS

Unless
otherwise defined herein, any term with its initial letter capitalized in this
Contract shall have the meaning set forth in Schedule 1 attached hereto
and made a part hereof.

ARTICLE II
PURCHASE AND
SALE, PURCHASE PRICE & DEPOSIT

2.1       Purchase and
Sale.

 
Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees
to purchase the Property from Seller, all in accordance with the terms and
conditions set forth in this Contract.

2.2       Purchase Price and
Deposit.

 
The total purchase price (“Purchase Price”) for the Property shall be an
amount equal to Nine Million Two Hundred Fifty Thousand ($9,250,000)
Dollars, payable by Purchaser, as follows:

2.2.1        Concurrently
with the execution of this Contact, Purchaser shall deliver to First American
Title Insurance Company of New York, 633 Third Avenue, New York, New York 10017,
Attention: Linda J. Isaacson, Telephone: 212-850-0664, Facsimile: 212-331-1467,
lisaacson@firstam.com (“Escrow Agent” or “Title Insurer”) an
initial deposit (the “Initial Deposit”) of $125,000 by wire transfer of
immediately available funds (“Good Funds”).

2.2.2        On the first
Business Day following the expiration of the Feasibility Period, Purchaser shall
deliver to Escrow Agent an additional deposit (the “Additional
Deposit”) of $125,000 by wire transfer of Good Funds.

2.2.3        At the
Closing, subject to the occurrence of the Loan Assumption and Release, Purchaser
shall receive a credit against the Purchase Price in the amount of the
outstanding principal balance of the Note, together with all accrued but unpaid
interest (if any) thereon, and any other sums that Seller owes Lender that
remain unpaid, as of the Closing Date (the “Loan Balance”).

2.2.4        The balance
of the Purchase Price for the Property shall be paid to and received by Escrow
Agent by wire transfer of Good Funds no later than 3:00 p.m. on the Closing
Date.

2.3       Escrow Provisions
Regarding Deposit.

2.3.1       
Escrow Agent shall hold the Deposit and make delivery of the Deposit to the
party entitled thereto under the terms of this Contract.  Escrow Agent
shall invest the Deposit in a FDIC-insured interest-bearing bank account or a
FDIC-insured money market fund as Escrow Agent, in its discretion, deems
suitable, and all interest and income thereon shall become part of the Deposit
and shall be remitted to the party entitled to the Deposit pursuant to this
Contract.

2.3.2       
Escrow Agent shall hold the Deposit until the earliest to occur of (i) the
Closing Date, at which time the Deposit shall be applied against the Purchase
Price, or released to Seller pursuant to Section 10.1,
(ii) the date on which Escrow Agent shall be authorized to disburse the Deposit
as set forth in Section 2.3.3or (iii) immediately returned to Purchaser upon
timely delivery of a notice of termination as set forth in Section
3.2.  The tax identification numbers of the parties shall be
furnished to Escrow Agent upon request.

2.3.3        Except as
provided for in Section 3.2 or in Section 4.5, if prior to the Closing Date
either party makes a written demand upon Escrow Agent for payment of the
Deposit, then Escrow Agent shall give written notice to the other party of such
demand.  If Escrow Agent does not receive a written objection from the
other party to the proposed payment within 5 Business Days after the giving of
such notice, Escrow Agent is hereby authorized to make such payment.  If
Escrow Agent does receive such written objection within such 5-Business Day
period, Escrow Agent shall continue to hold such amount until otherwise directed
by written instructions from the parties to this Contract or a final judgment or
arbitrator’s decision.  However, Escrow Agent shall have the right at any
time to deliver the Deposit and interest thereon, if any, with a court of
competent jurisdiction in the state in which the Property is located. 
Escrow Agent shall give written notice of such deposit to Seller and
Purchaser.  Upon such deposit, Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder.

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

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

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

ARTICLE III
FEASIBILITY
PERIOD

3.1       Feasibility
Period.

 
Subject to the terms of Sections 3.3 and 3.4 and
the rights of Tenants under the Leases, from the Effective Date to and including
July 8, 2009 (the “Feasibility Period”), Purchaser, and its
agents, contractors, engineers, surveyors, attorneys, and employees
(collectively, “Consultants”) shall, at no cost or expense to
Seller, have the right from time to time to enter onto the Property to conduct
and make any and all customary studies, tests, examinations, inquiries,
inspections and investigations of or concerning the Property, review the
Materials together with such other documents as Purchaser may reasonably request
from time to time that are within the possession and control of Seller or its
agents, and otherwise confirm any and all matters which Purchaser may reasonably
desire to confirm with respect to the Property and Purchaser’s intended use
thereof (collectively, the “Inspections”).

3.2       Expiration of
Feasibility Period.

 
If any of the matters in Section 3.1 are unsatisfactory to
Purchaser for any reason, or for no reason whatsoever, in Purchaser’s sole and
absolute discretion, then Purchaser shall have the right to terminate this
Contract by giving written notice to that effect to Seller (which notice may be
given as provided in the following sentence) no later than 5:00 p.m. on or
before the date of expiration of the Feasibility Period.  The parties
acknowledge and agree that, notwithstanding the notice requirement set forth in
Section 13.6 hereof, an abbreviated email correspondence from Purchaser
or Purchaser’s counsel to Seller and Seller’s counsel shall be an acceptable
means of providing any such notice of termination.  If Purchaser provides
such notice, this Contract shall automatically terminate and be of no further
force and effect subject to and except for the Survival Provisions, and Escrow
Agent shall return the Initial Deposit to Purchaser on the next Business
Day.  If Purchaser fails to provide Seller with written or email notice (as
provided in this Section 3.2) of termination prior to the expiration of
the Feasibility Period, Purchaser’s right to terminate under this
Section 3.2 shall be permanently waived and this
Contract shall remain in full force and effect and Purchaser’s obligation to
purchase the Property shall be conditional only as provided in
Section 8.1or
as otherwise expressly provided herein.

3.3       Conduct of
Investigation.

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

3.4       Purchaser
Indemnification.

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

3.4.2       
Notwithstanding anything in this Contract to the contrary, Purchaser shall not
be permitted to perform any invasive tests on the Property without Seller’s
prior written consent, which consent may be withheld in Seller’s sole
discretion.  Further, Seller shall have the right, without limitation, to
disapprove any and all invasive tests (including, without limitation, a Phase II
environmental study of the Property), invasive investigations and similar
matters that in Seller’s reasonable judgment could result in any injury to the
Property or breach of any contract, or expose Seller to any Losses or violation
of applicable law, or otherwise adversely affect the Property or Seller’s
interest therein.  Purchaser shall use reasonable efforts to minimize
disruption to Tenants in connection with Purchaser’s or its Consultants’
activities pursuant to this Section.  No consent by Seller to any such
activity shall be deemed to constitute a waiver by Seller or assumption of
liability or risk by Seller.  Purchaser hereby agrees to restore, at
Purchaser’s sole cost and expense, the Property to the same condition existing
immediately prior to Purchaser’s exercise of its rights pursuant to this
Article III.  Purchaser shall maintain and cause its third party
consultants to maintain (a) casualty insurance and commercial general liability
insurance with coverages of not less than $1,000,000.00 for injury or death to
any one person and $3,000,000.00 for injury or death to more than one person and
$1,000,000.00 with respect to property damage, and (b) worker’s compensation
insurance for all of their respective employees in accordance with the law of
the state in which the Property is located.  Purchaser shall deliver proof
of the insurance coverage required pursuant to this
Section 3.4.2 to Seller (in the form of a certificate
of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto the
Property.

3.5       Property
Materials.

3.5.1        Purchaser
acknowledges that prior to the Effective Date, and to the extent the same exist
and are in Seller’s, Seller’s agents’ or Seller’s employees’ possession or
reasonable control (subject to Section 3.5.2),
Purchaser has received from Seller the documents set forth on Schedule
3.5 (together with any other documents or information provided
by Seller or its agents to Purchaser with respect to the Property, the
“Materials”).  Seller also agrees to promptly deliver to
Purchaser any additional non-proprietary documents, tests, studies, reports and
the like, reasonably requested by Purchaser from time to time, to the extent the
same exist and are in Seller’s possession or reasonable control or in the
possession or reasonable control of any of its agents or employees or readily
accessible or available to Seller (subject to Section 3.5.2) and have not
been heretofore provided by Seller to Purchaser.  To the extent that
Purchaser determines that any of the additional requested Materials have not
been made available or delivered to Purchaser pursuant to this
Section 3.5.1, Purchaser shall notify Seller and Seller
shall use commercially reasonable efforts to deliver the same to Purchaser
within 5 Business Days after such notification is received by Seller; provided,
however, that under no circumstances will the Feasibility Period be extended and
Purchaser’s sole remedy will be to terminate this Contract pursuant to
Section 3.2.

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

3.6       Property
Contracts.

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

ARTICLE IV
TITLE

4.1       Title
Documents.

 
Purchaser acknowledges that, prior to the Effective Date, Purchaser has received
from Title Insurer and has reviewed, a commitment for owner’s title insurance
(“Title Commitment”) to provide an American Land Title Association
owner’s title insurance policy for the Property, using the 1970 policy jacket
with 1984 revisions provided by the Title Insurer, in an amount equal to the
Purchase Price and a downdate of the existing mortgagee title insurance policy
through the date of Closing (the “Title Policy”), together with
copies of all instruments identified therein (together with the Title
Commitment, referred to herein as the “Title Documents”). 
Seller shall be responsible for payment of the base premium for the Title Policy
insuring Purchaser for the owner’s policy in the amount of the Purchase Price
and insuring Lender in the assumed loan transaction (but not for any extended
coverage or endorsements).  Purchaser shall be solely responsible for
payment of all other costs relating to procurement of the Title Commitment, the
Title Policy, and any requested endorsements.  Seller shall, within ten
(10) days after the Effective Date, cause Title Insurer to issue an amendment or
revision to the Title Commitment deleting the general survey exception and
inserting any specific survey exceptions that it intends to except from coverage
(and an exception for any further exceptions than an update of the Existing
Survey would show).

4.2       Survey.

 
Purchaser acknowledges that, prior to the Effective Date, Seller has delivered
to Purchaser a copy of the existing survey of the Property (the “Existing
Survey”).  Purchaser may, at its sole cost and expense, order any
additional new or updated surveys of the Property either before or after the
Effective Date (such new or updated survey together with the Existing Survey, is
referred to herein as the “Survey”).

4.3       Objection and
Response Process.

 On
or before June 29, 2009 (the “Objection Deadline”), Purchaser shall give
written notice (the “Objection Notice”) to the attorneys for
Seller of any matter set forth in the Title Documents and the Survey to which
Purchaser objects (the “Objections”).  If Purchaser fails to
tender an Objection Notice on or before the Objection Deadline, Purchaser shall
be deemed to have approved and irrevocably waived any objections to any matters
covered by the Title Documents and the Survey.  On or before July 6, 2009
(the “Response Deadline”), Seller may, in Seller’s sole
discretion, give Purchaser notice (the “Response Notice”) of those
Objections which Seller is willing to cure; having the Title Insurer omit as an
exception to title insurance coverage shall be deemed an acceptable cure. 
If Seller fails to deliver a Response Notice by the Response Deadline, Seller
shall be deemed to have elected not to cure or otherwise resolve any matter set
forth in the Objection Notice.  If Purchaser is dissatisfied with the
Response Notice or the lack of Response Notice, Purchaser may, as its exclusive remedy, exercise its right to terminate this
Contract prior to the expiration of the Feasibility Period in accordance with
the provisions of Section 3.2.  If Purchaser fails
to timely exercise such right, Purchaser shall be deemed to accept the Title
Documents and Survey with resolution, if any, of the Objections set forth in the
Response Notice (or if no Response Notice is tendered, without any resolution of
the Objections) and without any reduction or abatement of the Purchase
Price.

4.4       Permitted
Exceptions.

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

4.4.1       
Ad valorem taxes and assessments for the year of Closing and subsequent years,
provide that the same are not then due and payable;

4.4.2       
Rights of tenants in possession, as tenants only without any options to
purchase, under prior unrecorded residential leases, as identified in/on the
current Rent Roll for the Property;

4.4.3       
The Assumed Encumbrances;

4.4.4       
Applicable zoning and governmental regulations and ordinances; and

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

4.5       Assumed
Encumbrances.

4.5.1.1          
Purchaser recognizes and agrees that, in connection with two loans
(collectively, the “Loan”), the Property presently is encumbered
by (a) that certain Amended and Restated Multifamily Mortgage, Assignment of
Rents and Security Agreement dated June 30, 2006 and recorded on July 6, 2006 in
Official Records Book 15227 page 534 of the public records of Pinellas County,
Florida between Seller and Federal Home Loan Mortgage Corporation and (b) that
certain Multifamily Mortgage, Assignment of Rents and Security Agreement dated
June 30, 2006 and recorded on July 6, 2006 in Official Records Book 15227 page
605 of the public records of Pinellas County, Florida between Seller and Capmark
Finance Inc. (collectively, the “Assumed Mortgage”) and certain
other security and related documents in connection with the Loan (collectively,
the “Assumed Encumbrances”).  The Loan is evidenced by (x)
that certain promissory note dated June 30, 2006 in the stated principal amount
of $4,039,568.00 and (y) that certain promissory note dated June 30, 2006 in the
stated principal amount of $3,050,000.00 (collectively, the
“Note,” and together with the Assumed Mortgage, the Assumed
Encumbrances and any other documents executed by Seller in connection with the
Loan which are provided to Purchaser on or before the Effective Date, the
“Assumed Loan Documents”), executed by Seller and payable to the
order of the Lenders.  Purchaser acknowledges that prior to the Effective
Date, Seller has delivered to Purchaser (in the same manner in which Seller is
permitted to make the Materials available to Purchaser under
Section 3.5.1) executed copies of the Assumed Loan
Documents.  Within three (3) business days after the Effective Date,
Seller shall make a written request to the Lender that Lender provide Seller and
Purchaser with payoff statements or the like from Lender as to the total amounts
due and owing to Lender, noting the outstanding principal amount, and all other
sums due under the Loan, the date to which interest has
been paid, and the balance on deposit with the Lender for all escrows and
reserves with respect to the Loan.  Upon receipt by Seller from the Lender
of such payoff statements or the like, Seller shall deliver a copy thereof to
Purchaser. 

4.5.2    Purchaser agrees that, at the
Closing, (a) Purchaser shall assume Seller’s obligations under the Note and all
of the other Assumed Loan Documents and accept title to the Property subject to
the Assumed Mortgage and the Assumed Encumbrances, and (b) the Lender
shall release Seller, as well as any guarantors (including AIMCO Properties,
L.P.) and other obligated parties under the Assumed Loan Documents, from all
obligations under the Assumed Loan Documents (and any related guarantees or
letters of credit), including, without limitation, any obligation to make
payments of principal and interest under the Note (collectively, the foregoing
(a) and (b) referred to herein as the “Loan Assumption and
Release”).  

4.5.2.1          
Purchaser acknowledges and agrees that (x) certain of the provisions of the
Assumed Loan Documents may have been negotiated for the exclusive benefit of
Seller, AIMCO or their respective affiliates (such provisions, which are
referenced on Schedule 7 hereto are herein called the “Specific
AIMCO Provisions”), and (y) at the option of the Lender in Lender’s sole
and arbitrary discretion, Lender may elect to delete one or more of the Specific
Aimco Provisions from the Assumed Loan Documents, and such deletion shall not
constitute a material modification to the Assumed Loan Documents or provide a
basis for Purchaser to terminate this Contract.  

4.5.2.2          
Notwithstanding anything contained in this Contract to the contrary, Purchaser
shall not be obligated to assume Seller’s obligations under the Assumed
Encumbrances if, as a condition to the issuance of the Loan Assumption and
Release, (i) Lender requires any change to the interest rate, principal amount,
maturity date and/or amortization period under any of the Loans, (ii) Lender
requires any other modifications to the terms of the Assumed Loan Documents that
are not acceptable to Purchaser in its sole and absolute discretion,
other than (x) the deletion of one or more of the Specific Aimco
Provisions as provided above or (y) imposing customary escrows for taxes and/or
insurance in monthly amounts that do not exceed 1/12th of the
reasonably estimated annual taxes and insurance premiums for the Property or
(iii) Lender imposes on Purchaser any conditions or requirements to the issuance
of the Loan Assumption and Release that are not acceptable to Purchaser in its
sole and absolute discretion.  In addition, Purchaser shall not be
obligated to assume Seller’s obligations under the Assumed Encumbrances unless
the documents to be delivered by Lender to Purchaser at Closing in connection
with the Loan Assumption and Release expressly set forth the outstanding
principal amount of the Loan, the date to which interest has been paid, and the
balance on deposit with the Lender for all escrows and reserves with respect to
the Loan. 

4.5.2.3          
If any of the items or events described in subsection 4.5.2.2 above shall occur,
then Purchaser may terminate this Contract by written notice delivered to Seller
prior to the end of the Loan Assumption Approval Period. Likewise, if after the
Loan Assumption Approval Period, Lender first imposes any new requirement, term
or condition that is material to Purchaser (collectively, a “New
Requirement”), provided that Purchaser is first notified in writing of
such New Requirement after the expiration of the Loan Assumption Approval
Period, then Purchase may terminate this Contract by written notice delivered to
Seller within 3 Business Days after Purchaser’s receipt of notice of such New
Requirement. If Purchaser timely delivers such termination
notice, then this Contract shall terminate and be of no further force or effect
(except for the Survival Provisions) and the Deposit shall be promptly returned
to the Purchaser.

4.5.3        Purchaser
further acknowledges that the Assumed Loan Documents require the satisfaction by
Purchaser of certain requirements as set forth therein to allow for the Loan
Assumption and Release.  In order to expedite the application, Seller shall
within five (5) business days after the Effective Date, provide to Purchaser (to
the extent the same are in the possession or reasonable control of Seller) the
items noted in the Loan Assumption Application and checklist designated as
Seller items, including, but not limited to, rent rolls, certified financial
information and profit and loss statements, copy of Seller’s Moisture Management
Plan Handbook and other related files or logs associated therewith, and
thereafter shall promptly upon Purchaser’s request and to the extent in Seller’s
possession or reasonable control, deliver such other requested items, and shall
thereafter provide reasonable cooperation and assistance in facilitating the
Loan Assumption.  Accordingly, Purchaser, at its sole cost and expense and
within 15 days after the Effective Date (the “Loan Assumption Application
Submittal Deadline”), shall submit an application to Lender requesting
an assumption of the Loan (the “Loan Assumption Application”), and
shall thereafter prosecute the completion and approval of the Loan Assumption
Application (including submitting all documents and information reasonably
required by the Lender to evaluate the Loan Assumption Application) with
reasonable due diligence and in good faith.  Purchaser agrees to provide
Seller with a copy of the Loan Assumption Application no later than 2 Business
Days after submission to Lender.  Purchaser acknowledges and agrees that
Purchaser is solely responsible for the preparation and submittal of the Loan
Assumption Application, including the collection of all materials, documents,
certificates, financials, signatures, and other items required to be submitted
to Lender in connection with the Loan Assumption Application; provided however,
Seller agrees to cooperate in good faith and promptly comply with any reasonable
requests made by Purchaser in connection with Purchaser’s efforts to properly
prepare and submit the Loan Assumption Application and to effectuate and obtain
the Loan Assumption and Release.

4.5.4       
Purchaser shall comply with Lender’s reasonable assumption guidelines in
connection with the Loan Assumption and Release and, if required by Lender,
Purchaser shall cause such other entity reasonably acceptable to Lender and
Purchaser, to execute and deliver a customary “non-recourse carve-out” guaranty
and customary environmental indemnity in favor of Lender.  Except for those
items that are Seller’s responsibility as provided in Section 4.5.3 above,
Purchaser shall be responsible at its sole cost and expense for correcting and
re-submitting any deficiencies noted by Lender in connection with the Loan
Assumption Application promptly after notification from Lender of such
deficiency, provided, however, that some submittals or requirements may be
provided or delivered on the Closing Date .  Purchaser also shall provide
Seller with a copy of any correspondence from Lender with respect to the Loan
Assumption Application no later than 3 Business Days after receipt of such
correspondence from Lender.  Purchaser and Seller shall coordinate with the
Lender to comply with the appropriate provisions of both the Assumed Loan
Documents and Lender assumption guidelines in order to allow for the Loan
Assumption and Release.

4.5.5        Purchaser
shall pay all fees and expenses (including, without limitation, all servicing
fees and charges, transfer fees, assumption fees up to 1% of the amount of the
Loan, title fees, endorsement fees, and other fees to release Seller of all
liability under the Loan) imposed or charged by the
Lender or its counsel (such fees and expenses collectively being referred to as
the “Lender Fees”), in connection with the Loan Assumption
Application and the Loan Assumption and Release.   Within ten (10) business days from the Effective
Date, Seller shall request that Lenders provide Purchaser with a detailed
written estimate of all such fees and expenses that Purchaser shall be required
to pay. 

4.5.6       
Seller shall assign all of its right, title and interest in and to all reserves,
impounds and other accounts held by Lender in connection with the Loan, and at
Closing, Purchaser shall pay to Seller an amount equal to the balance of such
reserves, impounds and accounts so assigned.  Additionally, Purchaser shall
be responsible for funding any additional or increased reasonable and customary
reserves, impounds or accounts required by Lender to be maintained by Purchaser
in connection with the Loan after the Loan Assumption and Release (the
“Required Loan Fund Amounts”), subject to the provisions of
subsection 4.5.2 above.

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

4.5.8       
If required by Lender, Purchaser shall order a Phase I Environmental study
(prepared by an environmental engineer reasonably acceptable to Seller and
Lender), and covenants that such Phase I Environmental study shall be ordered
within 10 days after Lender informs Purchaser that such study is a required
precondition to the Loan Assumption and Release.

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

4.5.9.1          
If Purchaser does not obtain the consent of the Lender to the Loan Assumption
and Release on or before the expiration of the Loan Assumption Approval
Period,  or if it deems that the requirements or conditions thereof are not
acceptable to Purchaser in its sole and absolute discretion then Purchaser shall
have the right (the “Loan Assumption Extension Right”),
exercisable by delivering written notice to Seller not later than the expiration
of the Loan Assumption Approval Period (the "Loan Assumption Period
Extension Notice"), to extend the expiration date of the Loan Assumption
Approval Period to the date which is seventy-five (75) days after the Effective
Date for the sole purpose of obtaining Lender's approval of the Loan Assumption
and Release subject to requirements or conditions that Purchaser deems
acceptable. 

4.5.9.2          
If Purchaser has submitted the Loan Assumption Application by the Loan
Assumption Application Submittal Deadline in accordance with Section
4.5.3 above and thereafter Purchaser is unable to obtain the consent of the
Lender to the Loan Assumption and Release with conditions and requirements that
are acceptable to Purchaser in its sole and absolute
discretion prior to the expiration of the Loan Assumption Approval Period (as
the same may be extended pursuant to the Loan Assumption Extension Right), then
Purchaser shall have the right, exercisable on or before the expiration of the
Loan Assumption Approval Period, to give Escrow Agent notice terminating this
Contract based on the fact that the Loan Assumption and Release has not been
approved by the Lender or the requirements or conditions thereof were not
acceptable to Purchaser. If Purchaser timely exercises such termination right,
then (i) this Contract shall be of no further force and effect, subject to and
except for the Survival Provisions and (ii) the Deposit shall be returned to
Purchaser.

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

4.5.11           
Purchaser shall be in default hereunder if  Purchaser does not terminate
this Agreement prior to the expiration of the Loan Assumption Approval Period
but fails to obtain the Loan Assumption and Release prior to the Closing Date
(unless such failure is due to Lender first imposing a New Requirement after the
expiration of the Loan Assumption Approval Period and Purchaser has timely
elected to terminate this Contract pursuant to Section 4.5.2.3 above).  In
such event, Seller may terminate this Contract and the Deposit shall be
immediately released by the Escrow Agent to Seller.

4.6       Subsequently
Disclosed Exceptions.

 
If at any time after the expiration of the Feasibility Period, any update to the
Title Commitment that is delivered to Purchaser and that specifically discloses
any additional item that materially adversely affects title to the Property
which was not disclosed on any version of or update to the Title Commitment
delivered to Purchaser during the Feasibility Period (the “New
Exception”), Purchaser shall have a period of 5 Business Days from the
date of its receipt of such update (the “New Exception Review
Period”) to review and notify Seller in writing of Purchaser’s approval
or disapproval of the New Exception.  If Purchaser disapproves of the New
Exception, Seller may, in Seller’s sole discretion, notify Purchaser as to
whether it is willing to cure (or cause the Title Insurer to omit as an
exception to title insurance coverage) the New Exception.  If Seller elects
to cure the New Exception, Seller shall be entitled to reasonable adjournments
of the Closing Date to cure the New Exception.  If Seller fails to deliver
a notice to Purchaser within 3 Business Days after the expiration of the New
Exception Review Period, Seller shall be deemed to have elected not to cure the
New Exception.  If Purchaser is dissatisfied with Seller’s response, or
lack thereof, Purchaser may, as its exclusive remedy elect either:  (i) to
terminate this Contract, in which event the Deposit shall be promptly returned
to Purchaser or (ii) to waive the New Exception and proceed with the
transactions contemplated by this Contract, in which event Purchaser shall be
deemed to have approved the New Exception.  If Purchaser fails to notify
Seller of its election to terminate this Contract in accordance with the
foregoing sentence within 6 Business Days after the expiration of the New
Exception Review Period, Purchaser shall be deemed to have elected to approve
and irrevocably waive any objections to the New Exception.

4.7       Purchaser
Financing.

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

ARTICLE V
CLOSING

5.1       Closing
Date.  

5.1.1       
Unless extended as provided elsewhere in this Contract, the Closing shall occur
on August 7, 2009 (the “Closing Date”) through an escrow with
Escrow Agent, whereby Seller, Purchaser and their attorneys need not be
physically present at the Closing and may deliver documents by overnight air
courier or other means.  Notwithstanding the foregoing to the contrary,
Seller shall have the option, by delivering written notice to Purchaser, to
extend the Closing Date to the last Business Day of the month in which the
Closing Date otherwise would occur pursuant to the preceding sentence, in
connection with the Loan Assumption and Release.  Further, the
Closing Date may be extended without penalty at the option of Seller to a date
following the Closing Date specified in the first sentence of this paragraph
above (or, if applicable, as extended by Seller pursuant to the second sentence
of this paragraph) in order to finalize the drafting with Lender and Lender’s
counsel of all documents necessary or desirable to accomplish the Loan
Assumption and Release.

5.1.2       
If Purchaser timely exercises the Loan Assumption Extension Right, then the
Closing Date shall automatically be extended to the earlier to occur of (x) the
date which is fifteen (15) days after receipt of Lender’s approval of the Loan
Assumption and Release and (y) the date which is ninety (90) days after the
Effective Date.  Purchaser shall provide Seller with written notice of
Lender’s approval of the Loan Assumption and Release not later than two (2) days
after Purchaser’s receipt of such approval. 

5.2       Seller Closing
Deliveries.

 
No later than 12:00 p.m. on the Closing Date, Seller shall deliver to Escrow
Agent, each of the following items:

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

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

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

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

5.2.5       
Seller’s closing statement.

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

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

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

5.2.9        An updated
Rent Roll effective as of a date no more than 1 Business Day prior to the
Closing Date; provided, however, that the content of such updated Rent Roll
shall in no event expand or modify the conditions to Purchaser’s obligation to
close as specified under Section 8.1.

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

5.2.11     
Such other documents as are reasonably requested by Purchaser or Lender 
and that are in Seller’s reasonable possession or control or are necessary to
consummate the transactions herein contemplated in accordance with the terms of
the Contract.

5.3       Purchaser Closing
Deliveries.

 
No later than 12:00 p.m. on the Closing Date (except for the balance of the
Purchase Price which is to be delivered at the time specified in
Section 2.2.3), Purchaser shall deliver to the Escrow Agent
(for disbursement to Seller upon the Closing) the following items:

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

5.3.2       
A title affidavit or an indemnity form (pertaining to Purchaser’s activity on
the Property prior to Closing), reasonably acceptable to Purchaser, which is
sufficient to enable Title Insurer to delete the standard pre-printed exceptions
to the title insurance policy to be issued pursuant to the Title
Commitment.

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

5.3.4       
Purchaser’s closing statement.

5.3.5       
A countersigned counterpart of the General Assignment.

5.3.6       
A countersigned counterpart of the Leases Assignment.

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

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

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

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

5.3.11      Such other documents as
are reasonably requested by Seller or Lender  and that are in Purchaser’s
reasonable possession or control or are necessary to consummate the transactions
herein contemplated in accordance with the terms of the Contract.

5.4       Closing Prorations
and Adjustments.

5.4.1       
General.  All normal and customarily proratable items,
including, without limitation, collected rents, operating expenses, personal
property taxes, other operating income, revenue, expenses and fees, shall be
prorated as of the Closing Date, Seller being charged or credited, as
appropriate, for all of same attributable to the period up to and including the
calendar day prior to the Closing Date (and credited for any amounts paid by
Seller attributable to the period on or after the Closing Date, if assumed by
Purchaser) and Purchaser being responsible for, and credited or charged, as the
case may be, for all of the same attributable to the period on and after the
Closing Date.  Seller shall prepare a proration schedule (the
“Proration Schedule”) of the adjustments described in this
Section 5.4 prior to Closing.

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

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

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

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

5.4.6       
Leases.

5.4.6.1          
All collected rent (whether fixed monthly rentals, additional rentals,
escalation rentals, retroactive rentals, operating cost pass-throughs or other
sums and charges payable by Tenants under the Leases), income and expenses from
any portion of the Property shall be prorated as of the Closing Date. 
Purchaser shall receive all collected rent and income attributable to dates from
and after the Closing Date.  Seller shall receive all collected rent and
income attributable to dates prior to the Closing Date.  Notwithstanding
the foregoing, no prorations shall be made in relation to either (a)
non-delinquent rents which have not been collected as of the Closing Date, or
(b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a)
and (b) referred to herein as the “Uncollected Rents”).  In
adjusting for Uncollected Rents, no adjustments shall be made in Seller’s favor
for rents which have accrued and are unpaid as of the Closing, but Purchaser
shall pay Seller such accrued Uncollected Rents as and when collected by
Purchaser.  Purchaser agrees to bill Tenants of the Property for all
Uncollected Rents to collect Uncollected Rents.  Notwithstanding the
foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited
to Uncollected Rents of not more than 90 days past due, and Purchaser’s
collection of rents shall be applied, first, towards current rent due and owing
under the Leases, and second, to Uncollected Rents.  After the Closing,
Seller shall continue to have the right, but not the obligation, in its own
name, to demand payment of and to collect Uncollected Rents owed to Seller by
any Tenant, which right shall include, without limitation, the right to continue
or commence legal actions or proceedings against any Tenant and the delivery of
the Leases Assignment shall not constitute a waiver by Seller of such right;
provided however, that the foregoing right of Seller shall be limited to actions
seeking monetary damages and, in no event, shall Seller seek to evict any
Tenants in any action to collect Uncollected Rents.  Purchaser agrees to
cooperate with Seller, at no expense to Purchaser, in connection with all
efforts by Seller to collect such Uncollected Rents and to take reasonable steps
consistent with its typical business practices, whether before or after the
Closing Date, as may be reasonable to carry out the intention of the foregoing,
including, without limitation, the delivery to Seller, within 7 days after a
written request, of any relevant books and records (including, without
limitation, rent statements, receipted bills and copies of tenant checks used in
payment of such rent), the execution of any and all consents or other documents,
and the undertaking of any act reasonably necessary for the collection of such
Uncollected Rents by Seller; provided, however, that
Purchaser’s obligation to cooperate with Seller pursuant to this sentence shall
not obligate Purchaser to terminate any Tenant lease with an existing Tenant or
evict any existing Tenant from the Property.

5.4.6.2          
At Closing, Purchaser shall receive a credit against the Purchase Price in an
amount equal to the received and unapplied balance of all cash (or cash
equivalent) Tenant Deposits, including, but not limited to, security, damage,
pet or other refundable deposits paid by any of the Tenants to secure their
respective obligations under the Leases, together, in all cases, with any
interest payable to the Tenants thereunder as may be required by their
respective Tenant Lease or state law (the “Tenant Security Deposit
Balance”).  Any cash (or cash equivalents) held by Seller which
constitutes the Tenant Security Deposit Balance shall be retained by Seller in
exchange for the foregoing credit against the Purchase Price and shall not be
transferred by Seller pursuant to this Contract (or any of the documents
delivered at Closing), but the obligation with respect to the Tenant Security
Deposit Balance nonetheless shall be assumed by Purchaser.  The Tenant
Security Deposit Balance shall not include any non-refundable deposits or fees
paid by Tenants to Seller, either pursuant to the Leases or otherwise. Each
party hereto shall indemnify the other party from and against any and all claims
from any Tenants for security deposits in the event the other party fails to
comply with the deposit account transfer procedure as set forth in Florida
Statutes Sec. 83.49(7).

5.4.7       
Existing Loan.  Seller shall be responsible for all payments,
penalties, late fees and obligations required to be paid (and that are due and
payable) under the terms of the Note or the Assumed Loan Documents prior to
Closing, together with all interest accrued under the Note prior to Closing, all
of which may be a credit against the Purchase Price as provided in
Section 2.2.3.  Purchaser shall be responsible for
all Lender Fees related to the Loan Assumption Release and all
other fees, penalties, interest and other amounts due and owing under the
Assumed Loan Documents as a result of the Loan Assumption and Release.  As
set forth in Section 4.5.6, any existing reserves, impounds and other
accounts maintained in connection with the Loan shall be assigned to Purchaser
with the consent of Lender, and at Closing, Purchaser shall pay to Seller an
amount equal to the balance of such reserves, impounds and accounts so
assigned.  Seller shall hold harmless, indemnify and defend Purchaser and
its agents, representatives, successors and assigns and the Property from and
against any and all obligations under the Loan arising under or in connection
with the Loan for the period prior to the Closing Date, to the extent not
released by the documents executed in connection with the Loan Assumption and
Release.  Purchaser shall hold harmless, indemnify and defend Seller and
its agents, representatives, successors and assigns from and against any and all
liabilities, obligations, claims, liens or encumbrances arising under or in
connection with the Loan for the period after the Closing Date.  This
paragraph shall survive the Closing.

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

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

5.4.10      Closing
Costs.  Purchaser shall pay the documentary stamp tax in connection
with the mortgage assumption, any sales, use, gross receipts or similar taxes,
the cost of recording any instruments required to discharge any liens or
encumbrances against the Property, any premiums or fees required to be paid by
Purchaser with respect to the Title Policy pursuant to
Section 4.1, and one-half of the customary closing
costs of the Escrow Agent.  Seller shall pay the documentary stamp tax in
connection with the recording of the Deed, the cost of the base premium for the
Title Policy and one-half of the customary closing costs of the Escrow
Agent.  Any closing costs not mentioned above shall be paid by the local
custom where the Property is located.

5.4.11      Utility
Contracts.  If Seller has entered into an agreement for the
purchase of electricity, gas or other utility service for the Property or a
group of properties (including the Property) (a “Utility
Contract”), or an affiliate of Seller has entered into a Utility
Contract, then, at the option of Seller, either (a) Purchaser either shall
assume the Utility Contract with respect to the Property, or (b) the reasonably
calculated costs of the Utility Contract attributable to the Property from and
after the Closing shall be paid to Seller at the Closing and Seller shall remain
responsible for payments under the Utility Contract.  

5.4.12     
Possession.  Possession of the Property, subject to the
Leases set forth on the updated Rent Roll, Property Contracts, other than
Terminated Contracts, and Permitted Exceptions, shall be delivered to Purchaser
at the Closing upon release from escrow of all items to be delivered by
Purchaser pursuant to Section 5.3.  To the extent
reasonably available to Seller or its agents, originals or copies of the Leases
and Property Contracts, lease files, warranties, guaranties, operating manuals,
keys to the property, and Seller’s books and records (other than proprietary
information) (collectively, “Seller’s Property-Related Files and
Records”) regarding the Property shall be made available to Purchaser at
the Property as of the Closing.  Purchaser agrees, for a period of not less
than three (3) years after the Closing (the “Records Hold
Period”), to (a) provide and allow Seller reasonable access to Seller’s
Property-Related Files and Records for purposes of inspection and copying
thereof, and (b) reasonably maintain, preserve and dispose of Seller’s
Property-Related Files and Records in accordance with Purchaser’s commercially
reasonable business practices; provided however, Purchaser agrees not to dispose
of Seller’s Property-Related Files and Records for a period of three (3) years
after Closing.

5.5       Post Closing
Adjustments.

 
Purchaser or Seller may request that Purchaser and Seller undertake to re-adjust
any item on the Proration Schedule (or any item omitted therefrom), with the
exception of real property taxes which shall be final and not subject to
readjustment, in accordance with the provisions of Section 5.4
of this Contract; provided, however, that neither party shall have any
obligation to re-adjust any items (a) after the expiration of 120 days after
Closing, or (b) subject to such 120-day period, unless such items exceed
$5,000.00 in magnitude (either individually or in the aggregate).

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND
PURCHASER

6.1       Seller’s
Representations.

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

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

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

6.1.3       
As of the Effective Date, except for any actions by Seller to evict Tenants
under the Leases, to Seller’s knowledge, there are no material legal actions,
proceedings, litigation or governmental investigations or condemnation actions
either pending or threatened in writing against the Property or against Seller
and affecting the Property;

6.1.4       
As of the Effective Date, to Seller’s knowledge, Seller has performed its
obligations under the Property Contracts and has not received any written notice
of any default by Seller under any of the Property Contracts that will not be
terminated on the Closing Date;

6.1.5        Attached
hereto as Schedule 6 are the rent roll and rent arrears report for the Property
listing the move-in date, monthly base rent payable, lease expiration date, any
past due and uncollected rent and unapplied security deposit for each Lease
(collectively, the “Rent Roll”).  To Seller’s knowledge,
the Rent Roll (as updated pursuant to Section 5.2.9) is true,
correct, complete and accurate in all material respects; 

6.1.6        Attached
hereto as Schedule 7 is a list of all current Property Contracts (the
“Property Contracts List”).  To
Seller’s knowledge, the Property Contracts List (as updated pursuant to
Section 5.2.10) is accurate in all material
respects;

6.1.7       
To Seller’s knowledge, the Materials delivered to Purchaser and that have been
prepared by Seller (as opposed to Materials prepared by any third parties) are
true and correct in all material respects, and Seller has no actual knowledge
that any Materials prepared by any third parties are substantially and
materially erroneous or misleading.  The operating statements for the
Property that have been prepared by Seller and delivered to Purchaser are the
operating statements used by Seller in the ordinary course of business with
respect to the Property, and to Seller’s knowledge such
operating statements are true and correct in all material respects;

6.1.8       
To Seller's knowledge, Seller has not received any written notice from a
governmental agency of any threatened or uncured material violations of any
federal, state, county or municipal law, ordinance, order, regulation or
requirement affecting the Property;

6.1.9       
To Seller’s knowledge, the Assumed Loan Documents provided to Purchaser are
true, correct and complete copies of the final executed Assumed Loan
Documents.  To Seller’s knowledge, Seller has performed its obligations
under the Loan as of the Effective Date, has not received any written notice of
any default by Seller under the Loan that remains uncured.  To Seller’s
knowledge, there are no circumstances that with the passing of time or the
giving of notice would be a material default or an event of default under any of
the Assumed Loan Documents;

6.1.10     
To Seller’s knowledge, (a) no hazardous or toxic materials or other substances
regulated by applicable federal or state environmental laws are stored by
Seller, or have been located by Seller, on, in or under the Property in
quantities which violate applicable laws governing such materials or substances
and (b) the Property is not used by Seller for the storage, treatment,
generation or manufacture of any hazardous or toxic materials or other
substances in a manner which would constitute a violation of applicable federal
or state environmental laws; 

6.1.11     
No bankruptcy, insolvency, rearrangement or similar action involving Seller,
whether voluntary or involuntary, is pending, or to the knowledge of Seller,
threatened.  Seller will not be rendered insolvent by the completion of the
transaction contemplated by this Agreement; and

6.1.12     
To Seller’s knowledge, the Fixtures and Personal Property are owned by Seller
and are not encumbered by any liens or security interests, other than for any
liens or security interests created under the Assumed Loan Documents. 

6.2       AS-IS.

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

6.3       Survival of Seller’s
Representations.

 
Seller and Purchaser agree that Seller’s Representations shall survive Closing
for a period of 12 months (the “Survival Period”).  Seller
shall have no liability after the Survival Period with respect to Seller’s
Representations contained herein except to the extent that Purchaser has
requested arbitration against Seller during the Survival Period for breach of
any of Seller’s Representations.  Under no circumstances shall Seller be
liable to Purchaser for more than $500,000 in any individual instance or in the
aggregate for all breaches of Seller’s Representations, nor shall Purchaser be
entitled to bring any claim for a breach of Seller’s Representations unless the
claim for damages (either in the aggregate or as to any individual claim) by
Purchaser exceeds $5,000.  In the event that Seller breaches any
representation contained in Section 6.1 and Purchaser had
actual knowledge of such breach prior to the Closing Date, and elected to close
regardless, Purchaser shall be deemed to have waived any right of recovery, and
Seller shall not have any liability in connection therewith.

6.4       Definition of
Seller’s Knowledge.

 
Any representations and warranties made “to the knowledge of Seller” shall not
be deemed to imply any duty of inquiry.  For purposes of this Contract, the term Seller’s “knowledge” shall mean and
refer only to actual knowledge of the Designated Employees and shall not be
construed to refer to the knowledge of any other partner, officer, director,
agent, employee or representative of Seller, or any affiliate of Seller, or to
impose upon such Designated Employees any duty to investigate the matter to
which such actual knowledge or the absence thereof pertains, or to impose upon
such Designated Employees any individual personal liability.  As used
herein, the term “Designated Employees” shall refer to Brenda
DeVore, who is the regional property manager handling this Property, Victor
Bellavia, who is the regional vice president handling this Property and Janice
Olivier, who is the community manager handling this Property.

6.5       Representations and
Warranties of Purchaser.

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

6.5.1       
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of Florida.

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

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

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

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

6.5.6        Purchaser is
not a Prohibited Person.

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

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

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

ARTICLE VII
OPERATION OF THE PROPERTY

7.1       Leases and Property
Contracts.

 
During the period of time from the Effective Date to the Closing Date, in the
ordinary course of business and consistent with past business practices, Seller
may enter into new Property Contracts, new Leases, renew existing Leases or
modify, terminate or accept the surrender or forfeiture of any of the Leases,
modify any Property Contracts, or institute and prosecute any available remedies
for default under any Lease or Property Contract without first obtaining the
written consent of Purchaser; provided, however, Seller agrees that any such new
Property Contracts shall be terminable on thirty (30) days’ prior written notice
without payment or penalty or any new or renewed Leases shall not have a term in
excess of 1 year without the prior written consent of Purchaser in either case,
which consent shall not be unreasonably withheld, conditioned or delayed.

7.2       General Operation of
Property.

 
Except as specifically set forth in this Article VII, Seller shall
operate, maintain and repair the Property after the Effective Date in the
ordinary course of business and consistent with past business practices, and
except as necessary in Seller’s sole discretion to address (a) any life or
safety issue at the Property or (b) any other matter which in Seller’s
reasonable discretion materially adversely affects the value of the Property,
Seller will not make any material alterations to the Property or remove any
material Fixtures and Tangible Personal Property without the prior written
consent of Purchaser which consent shall not be unreasonably withheld, denied or
delayed.  Notwithstanding the foregoing, Seller shall have no obligation to
make capital repairs and/or capital improvements to the Property.

7.3       Liens.

 
Other than utility easements and temporary construction easements granted by
Seller in the ordinary course of business, Seller covenants that it will not
voluntarily create or cause any lien or encumbrance to attach to the Property
between the Effective Date and the Closing Date (other than Leases and Property
Contracts as provided in Section 7.1) unless Purchaser
approves such lien or encumbrance, which approval shall not be unreasonably
withheld, conditioned or delayed.  If Purchaser approves any such
subsequent lien or encumbrance, the same shall be deemed a Permitted Encumbrance
for all purposes hereunder.

7.4       Insurance.

 
During the period of time from the Effective Date to the Closing Date, Seller
shall, at its expense, continue to maintain all current insurance policies that
were in place as of the Effective Date (or replace such
insurance with comparable insurance having limits which are not less than the
limits provided for under Seller’s existing insurance policies. 

ARTICLE VIII
CONDITIONS
PRECEDENT TO CLOSING

8.1       Purchaser’s
Conditions to Closing.

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

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

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

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

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

If
any condition to Closing set forth in this Section 8.1 is not met,
Purchaser may (a) waive any of the foregoing conditions and proceed to Closing
on the Closing Date with no offset or deduction from the Purchase Price, (b)
terminate this Contract and receive a return of the Deposit from the Escrow
Agent, or (c) if such failure constitutes a default by Seller, exercise any of
its remedies pursuant to Section 10.2.

8.2       Seller’s Conditions
to Closing.

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

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

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

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

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

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

8.2.6       
The Loan Assumption and Release shall have occurred.

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

ARTICLE IX
BROKERAGE

9.1       Indemnity.

 
Seller represents and warrants to Purchaser that it has dealt only with Marcus
& Millichap, 100 North Tampa Street, Suite 1620, Tampa, Florida 33602,
Attention:  Jamie B. May (“Broker”) in connection with this
Contract.  Seller and Purchaser each represents and warrants to the other
that, other than Broker, it has not dealt with or utilized the services of any
other real estate broker, sales person or finder in connection with this
Contract, and each party agrees to indemnify, hold harmless, and, if requested
in the sole and absolute discretion of the indemnitee, defend (with counsel
approved by the indemnitee) the other party from and against all Losses relating
to brokerage commissions and finder’s fees arising from or attributable to the
acts or omissions of the indemnifying party.

9.2       Broker
Commission.

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

ARTICLE X
DEFAULTS AND
REMEDIES

10.1     Purchaser Default.

 
If Purchaser defaults in its obligations hereunder to (a) after one Business Day
notice and opportunity to cure, deliver the Initial Deposit or Additional
Deposit (or any other deposit or payment required of Purchaser hereunder), (b)
deliver to Seller the deliveries specified under Section 5.3
on the date required thereunder, or (c) deliver the Purchase Price at the time
required by Section 2.2.4 and close on the purchase of the
Property on the Closing Date, then, immediately and without the right to receive
notice or to cure pursuant to Section 2.2.3, Purchaser shall
forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller,
and neither party shall be obligated to proceed with the purchase and sale of
the Property.  If, Purchaser defaults in any of its other representations,
warranties or obligations under this Contract, and such
default continues for more than 10 days after written notice from Seller, then
Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the
Deposit to Seller, and neither party shall be obligated to proceed with the
purchase and sale of the Property.  The Deposit is liquidated damages and
recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality
obligations hereunder, Seller’s sole and exclusive remedy for Purchaser’s
failure to perform its obligation to purchase the Property or breach of a
representation or warranty.  Seller expressly waives the remedies of
specific performance and additional damages for such default by Purchaser. 
SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER’S DAMAGES WOULD BE DIFFICULT TO
DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES
RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE
PROPERTY.  SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION
10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE
SELLER, AND SHALL BE SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW
AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS
OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER
THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS
HEREUNDER.

10.2     Seller
Default.

 
If Seller defaults in its obligations hereunder to (a) deliver to Escrow Agent
the deliveries specified under Section 5.2 on the date required
thereunder or (b) satisfy the conditions contained in Sections 8.1.1,
8.1.3 (with respect to the covenants of Seller to be performed on the
Closing Date only) or 8.1.4 and provided that Purchaser is, on the
Closing Date, ready, willing and able to deliver all of Purchaser’s deliveries
specified by Section 5.3, then Seller shall be deemed to immediately be
in default and Purchaser may exercise Purchaser’s rights contained in this
Section 10.2 without any opportunity of Seller to cure such
default.  If Seller, prior to the Closing, defaults in its covenants or
obligations under this Contract which are to be performed prior to Closing and
such default continues for more than 10 days after written notice from Purchaser
(provided that the same shall not extend the Closing Date more than 1 Business
Day), then, at Purchaser’s election and as Purchaser’s sole and exclusive
remedy, either (a) this Contract shall terminate, and all payments and things of
value, including the Deposit, provided by Purchaser hereunder shall be
immediately returned to Purchaser and Purchaser may recover, as its sole
recoverable damages (but without limiting its right to receive a refund of the
Deposit), its direct and actual out-of-pocket expenses and costs (documented by
paid invoices to third parties) in connection with this transaction, which
damages shall not exceed $150,000 in aggregate, or (b) subject to the conditions
below, Purchaser may seek specific performance of Seller’s obligation to deliver
the Deed pursuant to this Contract (but not damages).  Purchaser may seek
specific performance of Seller’s obligation to deliver the Deed pursuant to this
Contract only if, as a condition precedent to initiating such litigation for
specific performance, Purchaser shall file suit with respect to such litigation
therefor with the court on or before the 90th day after the Closing
Date; if Purchaser fails to file an action for specific performance within 90
days after the Closing Date, then Purchaser shall be deemed to have elected to
terminate the Contract in accordance with subsection (a) above.  Purchaser
agrees that it shall promptly deliver to Seller an assignment of all of
Purchaser’s right, title and interest in and to (together with possession of)
all plans, studies, surveys, reports, and other materials paid for with the
out-of-pocket expenses reimbursed by Seller pursuant to the foregoing
sentence.  SELLER AND PURCHASER FURTHER AGREE THAT
THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE
PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER’S
EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR
RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT.  UNDER NO CIRCUMSTANCES MAY
PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE,
SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES,
FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER
THIS CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS
PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY
ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS
DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

ARTICLE XI
RISK OF LOSS
OR CASUALTY

11.1     Major Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to Closing, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the “Repairs”), is
more than $750,000.00, then Seller shall have no obligation to make such
Repairs, and shall notify Purchaser in writing of such damage or destruction
(the “Damage Notice”).  Within 10 Business Days after
Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to
terminate this Contract by delivering written notice to Seller in which event
the Deposit shall be refunded to Purchaser.  In the event Purchaser fails
to terminate this Contract within the foregoing 10 Business Day period, this
transaction shall be closed in accordance with
Section 11.3 below.

11.2     Minor Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to the Closing, and the cost of Repairs is equal to or less than
$750,000.00, this transaction shall be closed in accordance with
Section 11.3, notwithstanding such casualty.  In
such event, Seller may at its election endeavor to make such Repairs to the
extent of any recovery from insurance carried on the Property, if such Repairs
can be reasonably effected before the Closing.  Regardless of Seller’s
election to commence such Repairs, or Seller’s ability to complete such Repairs
prior to Closing, this transaction shall be closed in accordance with
Section 11.3 below.  In the event that such
insurance proceeds are not reasonably equivalent to the cost to complete the
Repairs and Seller has not agreed to give a credit to Purchaser at Closing in
the amount of the deficiency between the cost of the Repairs and the insurance
proceeds, then Purchaser may terminate this Contract (by written notice given to
Seller within five (5) days after Purchaser is first notified of such
deficiency) and receive a prompt refund of the Deposit.

11.3     Closing.

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

11.4     Repairs.

 
To the extent that Seller elects to commence any Repairs prior to Closing, then
Seller shall be entitled to receive and apply available insurance proceeds to
any portion of such Repairs completed or installed prior to Closing, with
Purchaser being responsible for completion of such Repairs after Closing. 
To the extent that any Repairs have been commenced prior to Closing, then the
Property Contracts shall include, and Purchaser shall assume at Closing, all
construction and other contracts entered into by Seller in connection with such
Repairs.

ARTICLE XII
EMINENT
DOMAIN

12.1    
Eminent Domain.

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

ARTICLE XIII
MISCELLANEOUS

13.1    
Binding Effect of Contract.

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

13.2    
Exhibits and Schedules.

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

13.3    
Assignability.

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

13.4    
Captions.

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

13.5     Number
and Gender of Words.

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

13.6    
Notices.

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

To
Purchaser:

WRH Properties
100 Second Avenue South
Suite 904
St.
Petersburg, Florida 33701
Attention:  J. Mark Rutledge
Telephone:
727-892-3005
Facsimile: 727-892-3001
mrutledge@wrhrealty.com 

with
a copy to:

Trenam Kemker
P.O. Box 1102
101 East Kennedy
Boulevard
Suite 2700
Tampa, Florida 33601
Attention:  Robert G.
Stern, Esq.
Telephone:  813-227-7443
Facsimile: 
813-229-6553
rstern@tenam.com 

To
Seller:

c/o AIMCO
4582 South Ulster Street Parkway 
Suite
1100
Denver, Colorado  80237
Attention: Mark Reoch and Brian
Bornhorst

Telephone: 
303-691-4337 (Mark Reoch) and 303-691-4472 (Brian Bornhorst)

Facsimile: 
303-300-3261 (Mark Reoch and Brian Bornhorst)

Electronic
Mail:  mark.reoch@aimco.com and brian.bornhorst@aimco.com

And:

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

with
copy to:

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

and a copy to:

Marcus & Millichap
100 North
Tampa Street
Suite 1620
Tampa, Florida 33602
Attention:  Jamie B.
May
Telephone:  813-221-7100 extension 1340
Facsimile: 
813-221-7110
jbm@marcusmillichap.com 

and
a copy to:

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

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

First
American Title Insurance Company of New York
633 Third Avenue
New York,
New York 10017
Attention: Linda J. Isaacson
Telephone:
212-850-0664
Facsimile: 212-331-1467
lisaacson@firstam.com

 

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

13.7    
Governing Law and Venue.

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

13.8     Entire Agreement.

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

13.9    
Amendments.

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

13.10  
Severability.

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

13.11   Multiple
Counterparts/Facsimile Signatures.

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

13.12  
Construction.

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

13.13  
Confidentiality.

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

13.14   Time of the Essence.

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

13.15   Waiver.

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

13.16   Attorneys’
Fees.

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

13.17   Time Zone/Time
Periods.

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

13.18   1031 Exchange.

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

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

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

13.20   No Exclusive Negotiations.

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

13.21   ADA Disclosure.

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

13.22   No
Recording.

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

13.23   Relationship of
Parties.

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

13.24   Dispute Resolution.

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

13.25   AIMCO
Marks.

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

13.26   Non-Solicitation of Employees.

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

13.27  
Survival.

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

13.28   Multiple
Purchasers.

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

13.29   Radon Gas.

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

13.30   Energy Efficiency.

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

 

ARTICLE XIV
LEAD–BASED
PAINT DISCLOSURE

14.1     Disclosure.

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

[Remainder
of Page Intentionally Left Blank]


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

Seller:

CENTURY
PROPERTIES FUND XIX, LP, a Delaware limited partnership

 

By:
    FOX PARTNERS II, a California general partnership, its
general partner

 

By:   
FOX CAPITAL MANAGEMENT CORPORATION, a California corporation, its managing
general partner

 

By: 
/s/Brian J. Bornhorst

Name: 
Brian J. Bornhorst

Title: 
Vice President

Purchaser:

WRH
PROPERTIES, INC., a Florida
corporation

By: 
/s/J. Mark Rutledge
Name:  J. Mark Rutledge
Title: 
President




SCHEDULE 1

DEFINED TERMS

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

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

1.3.           
“AIMCO” means Apartment Investment and Management
Company.

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

1.5.           
“Assumed Mortgage” shall have the meaning set forth
in Section 4.5.1.

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

1.7.           
“Assumed Loan Documents” shall have the meaning set
forth in Section 4.5.1.

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

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

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

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

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

1.13.       
“Consent Agreement” shall have the meaning set forth
in Section 14.2.

1.14.       
“Consultants” shall have the meaning set forth in
Section 3.1.

1.15.       
“Damage Notice” shall have the meaning set forth in
Section 11.1.

1.16.       
“Deed” shall have the meaning set forth in
Section 5.2.1.

1.17.       
“Deposit” means, to the extent actually deposited by
Purchaser with Escrow Agent, the Initial Deposit and the Additional
Deposit.

1.18.       
“Designated Employees” shall have the meaning set
forth in Section 6.4.

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

1.20.       
“Excluded Permits” means those Permits which, under
applicable law, are nontransferable and such other Permits, if any, as may be
designated as Excluded Permits on Schedule 2.

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

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

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

1.24.       
“Fixtures and Tangible Personal Property” means all
fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus,
appliances and other articles of tangible personal property located on the Land
or in the Improvements as of the Effective Date and used or usable in connection
with the occupation or operation of all or any part of the Property, but only to
the extent transferable.  The term “Fixtures and Tangible Personal
Property” does not include (a) equipment leased by Seller and the interest of
Seller in any equipment provided to the Property for use, but not owned or
leased by Seller, expressly identified in Schedule 3, or (b) property
owned or leased by any Tenant or guest, employee or other person furnishing
goods or services to the Property, or (c) property and equipment owned by
Seller, which in the ordinary course of business of the Property is not used
exclusively for the business, operation or management of the Property and is
expressly identified in Schedule 3, or (d) the property and equipment, if
any, expressly identified in Schedule 3.

1.25.       
“General Assignment” shall have the meaning set
forth in Section 5.2.3.

1.26.       
“Good Funds” shall have the meaning set forth in
Section 2.2.1.

1.27.       
“Improvements” means all buildings and improvements
located on the Land taken “as is.”

1.28.       
“Initial Deposit” shall have the meaning set forth
in Section 2.2.1.

1.29.       
“Inspections” shall have the meaning set forth in
Section 3.1.

1.30.       
“Land” means all of those certain tracts of land
located in the State of Florida described on Exhibit A, and all rights,
privileges and appurtenances pertaining thereto, as more particularly described
in the Deed.

1.31.       
“Lease(s)” means the interest of Seller in and to
all leases, subleases and other occupancy contracts, whether or not of record,
which provide for the use or occupancy of space or facilities on or relating to
the Property and which are in force as of the Closing Date for the Property and
which are specifically set forth on the Rent Roll or the Property Contracts
list, as the same may be updated prior to Closing.

1.32.       
“Leases Assignment” shall have the meaning set forth
in Section 5.2.4.

1.33.       
“Lender” shall mean Federal Home Loan Mortgage
Corporation and Capmark Finance Inc.

1.34.       
“Loan” shall have the meaning set forth in
Section 4.5.1.

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

1.36.       
“Loan Assumption Application” shall have the meaning
set forth in Section 4.5.3.

1.37.       
“Loan Assumption Application Submittal Deadline”
shall have the meaning set forth in
Section 4.5.3.

1.38.       
“Loan Assumption and Release” shall have the meaning
set forth in Section 4.5.2.

1.39.       
“Loan Assumption Approval Period” shall have the
meaning set forth in Section 4.5.9.

1.40.       
“Loan Balance” shall have the meaning set forth in
Section 2.2.3.

1.41.       
“Losses” shall have the meaning set forth in
Section 3.4.1.

1.42.       
“Materials” shall have the meaning set forth in
Section 3.5.

1.43.       
“Miscellaneous Property Assets” means all contract
rights, leases, concessions, warranties, plans, drawings and other items of
intangible personal property relating to the ownership or operation of the
Property and owned by Seller, excluding, however, (a) receivables, (b) Property
Contracts, (c) Leases, (d) Permits, (e) cash or other funds, whether in petty
cash or house “banks,” or on deposit in bank accounts or in transit for deposit,
(f) refunds, rebates or other claims, or any interest thereon, for periods or
events occurring prior to the Closing Date, (g) utility and similar deposits,
(h) insurance or other prepaid items, (i) Seller’s proprietary books and
records, or (j) any right, title or interest in or to the AIMCO Marks.  The
term “Miscellaneous Property Assets” specifically includes all of Seller’s
rights, if any, in and to the name “TAMARIND BAY” as it relates solely to use in
connection with the Property (and not with respect to any other property owned
or managed by Seller, Property Manager, AIMCO, or their respective affiliates)
as well as all of Seller’s rights, if any, in and to all site specific phone
numbers, site specific fax numbers, site specific web site addresses, collateral
marketing materials, logos, floor plans, photos and the like, provided that none
of the foregoing contain any AIMCO Marks.

1.44.       
“New Exception” shall have the meaning set forth in
Section 4.6.

1.45.       
“New Exception Review Period” shall have the meaning
set forth in Section 4.6.

1.46.       
“Note” shall have the meaning set forth in
Section 4.5.1.

1.47.       
“Objection Deadline” shall have the meaning set
forth in Section 4.3.

1.48.       
“Objection Notice” shall have the meaning set forth
in Section 4.3.

1.49.       
“Objections” shall have the meaning set forth in
Section 4.3.

1.50.       
“Permits” means all licenses, approvals,
authorizations, permits and the like granted by any governmental authority
having jurisdiction over the Property or otherwise relating to the Property and
owned by Seller.

1.51.       
“Permitted Exceptions” shall have the meaning set
forth in Section 4.4.

1.52.       
“Prohibited Person” means any of the
following:  (a) a person or entity that is listed in the Annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist
Financing (effective September 24, 2001) (the “Executive Order”);
(b) a person or entity owned or controlled by, or acting for or on behalf of any
person or entity that is listed in the Annex to, or is otherwise subject to the
provisions of, the Executive Order; (c) a person or entity that is named as a
“specially designated national” or “blocked person” on the most current list
published by the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”) at its official website,
http://www.treas.gov/offices/enforcement/ofac; (d) a person or entity that is
otherwise the target of any economic sanctions program currently administered by
OFAC; or (e) a person or entity that is affiliated with any person or entity
identified in clause (a), (b), (c) and/or (d) above.

1.53.       
“Property” means (a) the Land and Improvements, all
of the easements, rights, privileges, and appurtenances, if any, belonging or in
any way appertaining to the Land and Improvements, (b) the Property Contracts,
Leases, Permits (other than Excluded Permits), Fixtures and Tangible Personal
Property, and (c) the Miscellaneous Property Assets owned by Seller which are
located on the Property or used in its operation.

1.54.       
“Property Contracts” means all contracts,
agreements, equipment leases, purchase orders, maintenance, service and similar
contracts, excluding Leases, which are set forth on Schedule 6 which is
attached hereto and incorporated herein by reference, regardless of whether
entered into by Seller, Property Manager, or an affiliate of either, which
relate to the ownership, maintenance, construction or repair and/or operation of
the Property, whether or not assignable by their terms, but not including (a)
any national contracts entered into by Seller, Property Manager, or AIMCO with
respect to the Property (i) which terminate automatically upon transfer of the
Property by Seller, or (ii) which Seller, in Seller’s sole discretion, elects to
terminate with respect to the Property effective as of the Closing Date, or (b)
any cellular phone contract or property management contract for the
Property.  Property Contracts shall not include forward or similar
long-term contracts to purchase electricity, natural gas, or other utilities,
which contracts shall be “Utility Contracts” governed by the
provisions of Section 5.4.11.

1.55.       
“Property Contracts List” shall have the meaning set
forth in Section 3.5.4.

1.56.       
“Property Contracts Notice” shall have the meaning
set forth in Section 3.6.

1.57.       
“Property Manager” means the current property
manager of the Property.

1.58.       
“Proration Schedule” shall have the meaning set
forth in Section 5.4.1.

1.59.       
“Purchase Price” means the consideration to be paid
by Purchaser to Seller for the purchase of the Property pursuant to
Section 2.2.

1.60.       
“Records Disposal Notice” shall have the meaning set
forth in Section 5.4.12.

1.61.       
“Records Hold Period” shall have the meaning set
forth in Section 5.4.12.

1.62.       
“Rent Roll” shall have the meaning set forth in
Section 3.5.3.

1.63.       
“Repairs” shall have the meaning set forth in
Section 11.1.

1.64.       
“Required Assignment Consent” shall have the meaning
set forth in Section 3.6.

1.65.       
“Required Loan Fund Amounts” shall have the meaning
set forth in Section 4.5.6.

1.66.       
“Response Deadline” shall have the meaning set forth
in Section 4.3.

1.67.       
“Response Notice” shall have the meaning set forth
in Section 4.3.

1.68.       
“Seller’s Indemnified Parties” shall have the
meaning set forth in Section 3.4.1.

1.69.       
“Seller’s Property-Related Files and Records” shall
have the meaning set forth in Section 5.4.12.

1.70.       
“Seller’s Representations” shall have the meaning
set forth in Section 6.1.

1.71.       
“Specific AIMCO Provisions “ shall have the meaning
set forth in Section 4.5.2.

1.72.       
“Survey” shall have the meaning ascribed thereto in
Section 4.2.

1.73.       
“Survival Period” shall have the meaning set forth
in Section 6.3.

1.74.       
“Survival Provisions” shall have the meaning set
forth in Section 13.27.

1.75.       
“Tenant” means any person or entity entitled to
occupy any portion of the Property under a Lease.

1.76.       
“Tenant Deposits” means all refundable security
deposits, prepaid rentals, cleaning fees and other refundable deposits and fees
collected from Tenants, plus any interest accrued thereon, paid by Tenants to
Seller pursuant to the Leases.  Tenant Deposits shall not include any
non-refundable deposits or fees paid by Tenants to Seller, either pursuant to
the Leases or otherwise.

1.77.       
“Tenant Security Deposit Balance” shall have the
meaning set forth in Section 5.4.6.2.

1.78.       
“Terminated Contracts” shall have the meaning set
forth in Section 3.6.

1.79.       
“Testing” shall have the meaning set forth in
Section 14.2.

1.80.       
“Third-Party Reports” means any reports, studies or
other information prepared or compiled for Purchaser by any Consultant or other
third-party in connection with Purchaser’s investigation of the
Property.

1.81.       
“Title Commitment” shall have the meaning set forth
in Section 4.1.

1.82.       
“Title Documents” shall have the meaning set forth
in Section 4.1.

1.83.       
“Title Insurer” shall have the meaning set forth in
Section 2.2.1.

1.84.       
“Title Policy” shall have the meaning set forth in
Section 4.1.

1.85.       
“Uncollected Rents” shall have the meaning set forth
in Section 5.4.6.1.

1.86.       
“Utility Contract “ shall have the meaning set forth
in Section 5.4.11.

1.87.       
“Vendor Terminations” shall have the meaning set
forth in Section 3.6.