**Exhibit10.24**

 

**SALE, PURCHASE AND ESCROW AGREEMENT**

 

BETWEEN

 

**SAF BURROUGHS MILLS LLC**

(Seller)

 

AND

 

**BEHRINGER HARVARD MULTIFAMILY OP I LP**

(Purchaser)

 

AND

 

**PARTNERS TITLE COMPANY**

(Escrow Agent)

 

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**TABLE OF CONTENTS**

 

**Table of Contents**

** **
| ** **                                                                           | ** **                                                 | **Page**   |
|--------------------------------------------------------------------------------------|------------------------------------------------------------|------------|
| ** **                                                                           | ** **                                                 | ** ** |
| ARTICLE  I PURCHASE AND SALE                                                         | 1                                                          |
| **1.1**                                                                              | **Background**                                             | 1          |
| **1.2**                                                                              | **Purchase and  Sale**                                     | 1          |
| ** **                                                                           | ** **                                                 |       |
| ARTICLE  II PURCHASE PRICE                                                           | 3                                                          |
| **2.1**                                                                              | **Price**                                                  | 3          |
| **2.2**                                                                              | **Investments**                                            | 3          |
| **2.3**                                                                              | **Interest on  the Deposit**                               | 4          |
| ** **                                                                           | ** **                                                 |       |
| ARTICLE  III CONDITIONS TO THE PARTIES’ OBLIGATIONS                             | 4                                                          |
| **3.1**                                                                              | **Conditions to  Purchaser’s Obligation to Purchase** | 4          |
| **3.2**                                                                              | **Conditions to  Seller’s Obligation to Sell**        | 5          |
| ** **                                                                           | ** **                                                 |       |
| ARTICLE  IV PURCHASER’S DELIVERIES AND SELLER’S DELIVERIES TO ESCROW AGENT | 5                                                          |
| **4.1**                                                                              | **Purchaser’s  Deliveries**                           | 5          |
| **4.2**                                                                              | **Seller’s  Deliveries**                              | 5          |
| **4.3**                                                                              | **Failure to  Deliver**                                    | 6          |
| ** **                                                                           | ** **                                                 |       |
| ARTICLE  V INVESTIGATION OF PROPERTY                                                 | 6                                                          |
| **5.1**                                                                              | **Survey**                                                 | 6          |
| **5.2**                                                                              | **Intentionally  Deleted**                                 | 6          |
| **5.3**                                                                              | **Review of  Survey and Title**                            | 6          |
| **5.4**                                                                              | **Inspection of  Property**                                | 7          |
| **5.5**                                                                              | **Operational  Information**                               | 8          |
| **5.6**                                                                              | **No Obligation  to Cure**                                 | 8          |
| **5.7**                                                                              | **Inspection  Period**                                     | 9          |
| **5.8**                                                                              | **Right to Audit**                                         | 9          |
| **5.9**                                                                              | **Proprietary  Documents; Confidentiality**                | 9          |
| **5.10**                                                                             | **Purchaser’s  Responsibilities**                     | 10         |
| **5.11**                                                                             | **Purchaser’s  Agreement to Indemnify**               | 10         |
| ** **                                                                           | ** **                                                 |       |
| ARTICLE  VI THE CLOSING                                                              | 11                                                         |
| **6.1**                                                                              | **Date and  Manner of Closing**                            | 11         |
| ** **                                                                           | ** **                                                 |       |
| ARTICLE  VII PRORATION, FEES, COSTS AND ADJUSTMENTS                                  | 11                                                         |
| **7.1**                                                                              | **Prorations**                                             | 11         |
| **7.2**                                                                              | **Seller’s  Closing Costs**                           | 13         |
| **7.3**                                                                              | **Purchaser’s Closing Costs**                         | 13         |

 

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| ARTICLE  VIII DISTRIBUTION OF FUNDS AND DOCUMENTS          | 14                                                         |
|------------------------------------------------------------|------------------------------------------------------------|
| **8.1**                                                    | **Delivery of  the Purchase Price**                        | 14 |
| **8.2**                                                    | **Other Monetary  Disbursements**                          | 14 |
| **8.3**                                                    | **Recorded Documents**                                     | 14 |
| **8.4**                                                    | **Documents to  Purchaser**                                | 14 |
| **8.5**                                                    | **Documents to  Seller**                                   | 14 |
| **8.6**                                                    | **All Other  Documents**                                   | 15 |
| ** **                                                 | ** **                                                 |   |
| ARTICLE  IX RETURN OF DOCUMENTS AND FUNDS UPON TERMINATION | 15                                                         |
| **9.1**                                                    | **Return of  Seller’s Documents**                     | 15 |
| **9.2**                                                    | **Return of  Purchaser’s Documents**                  | 15 |
| **9.3**                                                    | **Deposit**                                                | 15 |
| **9.4**                                                    | **Disbursement  of Deposit**                               | 15 |
| **9.5**                                                    | **No Effect on  Rights of Parties; Survival**              | 16 |
| ** **                                                 | ** **                                                 |   |
| ARTICLE  X DEFAULT                                         | 16                                                         |
| **10.1**                                                   | **Seller’s  Remedies**                                | 16 |
| **10.2**                                                   | **Purchaser’s  Remedies**                             | 17 |
| ** **                                                 | ** **                                                 |   |
| ARTICLE  XI REPRESENTATIONS AND WARRANTIES                 | 17                                                         |
| **11.1**                                                   | **Seller’s  Warranties and Representations**          | 17 |
| **11.2**                                                   | **Purchaser’s  Warranties and Representations**       | 20 |
| **11.3**                                                   | **No Other  Warranties and Representations**               | 22 |
| ** **                                                 | ** **                                                 |   |
| ARTICLE  XII CASUALTY AND CONDEMNATION                     | 23                                                         |
|                                                       |                                                       |
| ARTICLE  XIII CONDUCT PRIOR TO CLOSING                     | 24                                                         |
| **13.1**                                                   | **Conduct**                                                | 24 |
| **13.2**                                                   | **Actions  Prohibited**                                    | 25 |
| **13.3**                                                   | **Modification  of Existing Leases and Service Contracts** | 25 |
| **13.4**                                                   | **New Leases and  Contracts**                              | 26 |
| **13.5**                                                   | **Right to Cure**                                          | 26 |
| ** **                                                 | ** **                                                 |   |
| ARTICLE  XIV NOTICES                                       | 26                                                         |
|                                                       |                                                       |
| ARTICLE  XV TRANSFER OF POSSESSION                         | 28                                                         |
| **15.1**                                                   | **Transfer of  Possession**                                | 28 |
| **15.2**                                                   | **Delivery of  Documents at Closing**                      | 28 |
| ** **                                                 | ** **                                                 |   |
| ARTICLE  XVI GENERAL PROVISIONS                            | 28                                                         |
| **16.1**                                                   | **Captions**                                               | 28 |
| **16.2**                                                   | **Exhibits**                                               | 28 |
| **16.3**                                                   | **Entire  Agreement**                                      | 28 |
| **16.4**                                                   | **Modification**                                           | 28 |
| **16.5**                                                   | **Attorneys’  Fees**                                  | 28 |
| **16.6**                                                   | **Governing Law**                                          | 29 |

 

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| **16.7**                                       | **Time of  Essence**              | 29     |
|------------------------------------------------|-----------------------------------|--------|
| **16.8**                                       | **Survival of  Warranties**       | 29     |
| **16.9**                                       | **Assignment by  Purchaser**      | 29     |
| **16.10**                                      | **Severability**                  | 29     |
| **16.11**                                      | **Successors and  Assigns**       | 30     |
| **16.12**                                      | **Interpretation**                | 30     |
| **16.13**                                      | **Counterparts**                  | 30     |
| **16.14**                                      | **Recordation**                   | 30     |
| **16.15**                                      | **Limitation on  Liability**      | 30     |
| **16.16**                                      | **Possession of  Advisor**        | 30     |
| **16.17**                                      | **Business Day**                  | 31     |
| **16.18**                                      | **Waiver of Jury  Trial**         | 31     |
| ** **                                     | ** **                        |   |
| ARTICLE  XVII ESCROW AGENT DUTIES AND DISPUTES | 31                                |
| **17.1**                                       | **Other Duties  of Escrow Agent** | 31     |
| **17.2**                                       | **Disputes**                      | 31     |
| **17.3**                                       | **Reports**                       | 32     |

 

**EXHIBITS**

 
| EXHIBIT A | — | Description of  Land                                          |
|----------------|--------|---------------------------------------------------------------|
| EXHIBIT B | — | Rent Roll                                                     |
| EXHIBIT C | — | Form of  Assignment of Leases and Contracts              |
| EXHIBIT D | — | Form of  Blanket Conveyance, Bill of Sale and Assignment |
| EXHIBIT E | — | Intentionally  Omitted                                        |
| EXHIBIT F | — | Service  Contracts                                            |
| EXHIBIT G | — | Form of  Notice to Tenants                               |
| EXHIBIT H | — | FIRPTA Affidavit                                              |
| EXHIBIT I      | — | Form of  Deed                                            |
| EXHIBIT J      | — | Personal  Property                                            |
| EXHIBIT K      | — | Due Diligence  Materials                                      |
| EXHIBIT L      | — | Lease Guidelines                                              |

 

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**INDEX OFDEFINED TERMS**

 
| **Term**                            | ** ** | **Section**   |
|-------------------------------------|------------|---------------|
|                                |       |          |
| Additional Funds                    |       | 2.1.2         |
| Advisor                             |       | 5.4           |
| Apartment Development               |       | 1.1           |
| Assignment of  Leases and Contracts |       | 4.1.2         |
| Blanket  Conveyance                 |       | 4.1.3         |
| Closing                             |       | 6.1           |
| Code                                |       | 11.2.5        |
| Deed                                |       | 4.2.1         |
| Deposit                             |       | 2.1.1         |
| Due Diligence  Materials            |       | 5.4           |
| Effective Date                      |       | Introduction  |
| ERISA                               |       | 11.2.5        |
| Escrow Agent                        |       | Introduction  |
| Existing Survey                     |       | 5.1           |
| Final Closing  Date                 |       | 6.1           |
| Improvements                        |       | 1.2(a)        |
| Inspection  Period                  |       | 5.7           |
| Intangibles                         |       | 1.2(e)        |
| Land                                |       | 1.2(a)        |
| Leases                              |       | 1.2(c)        |
| Limitation  Period                  |       | 10.2          |
| Lists                               |       | 11.1.14(2)(a) |
| Maximum  Liability Cap              |       | 16.15         |
| OFAC                                |       | 11.1.14       |
| Order(s)                            |       | 11.1.14       |
| Owner’s Affidavit              |       | 4.2.8         |
| Permitted  Exceptions               |       | 5.3           |
| Permitted  Outside Parties          |       | 5.9           |
| Personal  Property                  |       | 1.2(b)        |
| Property                            |       | 1.2           |
| Property  Documents                 |       | 5.9           |
| Purchase Price                      |       | 2.1           |
| Purchaser                           |       | Introduction  |
| Purchaser’s  Action            |       | 10.1          |
| Real Property                       |       | 1.2(a)        |
| Rent Ready  Condition               |       | 13.1.9        |
| Rent Roll                           |       | 1.2(c)        |
| Seller                              |       | Introduction  |
| Seller Parties                      |       | 16.15         |
| Seller’s Broker                |       | 11.1.1        |
| Service  Contracts                  |       | 1.2(d)        |

 

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| Survey                |   | 5.1      |
|-----------------------|--------|----------|
| Tenant Payments       |   | 7.1.1    |
| Title Commitment      |   | 3.1.3(i) |
| Title Company         |   | 3.1.3    |
| Title Cure  Period    |   | 5.3      |
| Title Documents       |   | 5.3      |
| Title Objections      |   | 5.3      |
| Title Policy          |   | 3.1.3    |
| Title Review  Period  |   | 5.3      |
| Underlying  Documents |   | 3.1.3(i) |

 

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**SALE,PURCHASE AND ESCROW AGREEMENT**

 

This Agreement, dated as of August 7, 2009 (the “**Effective Date**”), is made by andbetween SAF Burroughs Mills LLC, a Delaware limited liability company (“**Seller**”), and Behringer HarvardMultifamily OP I LP, a Delaware limited partnership (“**Purchaser**”)and constitutes (i) a contract of sale and purchase between the partiesand (ii) an escrow agreement among Seller, Purchaser and Partners TitleCompany (“**Escrow Agent**”), the consent ofwhich appears at the end hereof.

 

# **ARTICLE I**PURCHASE AND SALE

# ** **

**1.1          Background**.  Seller is theowner of a 308-unit apartment development commonly known as Burrough’s MillApartments (the “**Apartment Development**”)located at 1 Burrough’s Mill Blvd., Cherry Hill Township, Camden County, NewJersey.  Purchaser is willing to enterinto a contract to buy the Apartment Development on the terms provided in thisAgreement, and Seller has indicated that it is willing to enter into a contractto sell the Apartment Development to Purchaser on the terms provided herein.

 

**1.2          Purchase and Sale**.  Seller shallsell and convey to Purchaser, and Purchaser shall buy from Seller, the Property(as hereinafter defined) for the consideration and upon and subject to theterms, provisions, and conditions of this Agreement. The “**Property**”means:

 

(a)           to the extent ownedby Seller, the land situated in Camden County, New Jersey, more particularlydescribed in Exhibit A (the “**Land**”),together with: (i) the Apartment Development and other improvementssituated on the Land and all other structures, fixtures, buildings, and improvementssituated on the Land (such buildings, structures, fixtures, and improvementsbeing herein called the “**Improvements**”);(ii) any and all rights, titles, powers, privileges, easements, licenses,rights-of-way and interests appurtenant to the Land and the Improvements; (iii) allrights, titles, powers, privileges, licenses, easements, rights-of-way, andinterests, if any, of Seller, either at law or in equity, in possession or inexpectancy, in and to any real estate lying in the streets, highways, roads,alleys, rights-of-way or sidewalks, open or proposed, in front of, above, over,under, through or adjoining the Land and in and to any strips or gores of realestate adjoining the Land; (iv) and all rights, titles, powers,privileges, interests, licenses, easements, and rights-of-way appurtenant orincident to any of the foregoing, including, without limitation, to the extentowned by Seller, all mineral, oil, gas and other hydrocarbon substances on andunder and that may be produced from the Land, as well as all developmentrights, land use entitlements, air rights, water, water rights, riparianrights, and water stock relating to the Land (Land and Improvements beingsometimes collectively herein referred to as the “**RealProperty**”);

 

(b)           all equipment,fixtures, appliances, inventory, and other personal property of whatever kindor character owned by Seller and attached to or installed or located on

 

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orin the Land or the Improvements, including, without limitation, furniture,furnishings, drapes and floor coverings, office equipment and supplies,heating, lighting, refrigeration, plumbing, ventilating, incinerating, cooking,laundry, communication, electrical, dishwashing, and air conditioning equipment,disposals, window screens, storm windows, recreational equipment, poolequipment, patio furniture, sprinklers, hoses, tools and lawn equipment (the “**Personal Property**”), a current listof the Personal Property being attached hereto as Exhibit J;

 

(c)           all right, title,and interest of Seller in and to all leases, rental agreements, licenses, andother similar arrangements permitting occupancy or use by another of anyapartment unit in the Improvements or any other space or area on the Land or inthe Improvements, a current rent roll as of the date shown thereon beingattached hereto as Exhibit B (the “**Rent Roll**”)(collectively, “**Leases**”),all guaranties of Leases, all rents, revenues, income, profits and receipts dueunder Leases or otherwise receivable by the owner of the Property for use oroccupancy of any of the Property, and all security and other deposits andadvance payments under Leases (subject to proration as provided in thisAgreement);

 

(d)           all right, title,and interest of Seller in and to all contracts to which Seller is a partyrelating to the operation, maintenance, or management of the Property,including any agreements for electric, gas, telephone, cable television,security alarm monitoring, sewer, trash collection or similar services, supplycontracts, and brokerage and leasing agreements (collectively, the “**Service Contracts**”) to the extentthat Service Contracts are assignable without consent, a current list ofService Contracts being attached hereto as Exhibit F, butspecifically excluding any contract with any affiliate of Seller (which shallbe terminated on or prior to the date of Closing (as hereinafter defined)) andspecifically excluding any contracts terminated by Seller pursuant to Section 5.6;

 

(e)           all right, title andinterest of Seller in and to (i) all transferable permits, licenses,approvals, utility rights, development rights and similar rights related to theProperty, if any, whether granted by governmental authorities or privatepersons, to the extent that such transferable permits, licenses, approvals,utility rights, development rights and similar rights are assignable withoutconsent, (ii) all trademarks, trade names, or symbols under which the Landor the Improvements (or any part thereof) is operated including, withoutlimitation, the name of “Burrough’s Mill” and the Internet URL and/or domainname www.burroughsmill.com, and any website material belonging to the Property,including, but not limited to, the Property description and any floor plans,photographs and location maps, (iii) all telephone numbers serving theApartment Development, (iv) all of the right, title, and interest in andto all site plans, surveys, soil and substrata studies, architectural drawings,plans and specifications, engineering plans and studies, floor plans, landscapeplans and other plans or studies of any kind that relate to the Land, theImprovements or the Personal Property in the possession of or under the controlof Seller, and (v) all assignable warranties and *** ***guaranties covering all or anypart of the Property provided by any person and expressly including anywarranty or guaranty from an affiliate of Seller, if any, (collectively, the “**Intangibles**”), provided that anycost

 

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toassign or transfer any of the Intangibles shall be paid by Purchaser; and

 

(f)            all other rights, privileges andappurtenances owned by Seller directly relating to the above-describedproperties.

 

# **ARTICLE II**PURCHASE PRICE

# ** **

**2.1          Price**.  Inconsideration of the covenants herein contained, Seller hereby agrees to selland Purchaser hereby agrees to purchase the Property for a total purchase priceof Forty Million Dollars ($40,000,000**)**(the “**Purchase Price**”), which shall bepaid by Purchaser as follows:

 

**2.1.1****       Deposit**. Purchaser has delivered concurrently with its execution of thisAgreement, or will deliver within two (2) business days, to Escrow Agentby bank wire of immediately available funds the sum of Two Hundred and FiftyThousand Dollars **(**$250,000) (the “**Deposit**”).

 

**2.1.2****       Additionto Deposit**.  On or before the expiration of theInvestigation Period (as defined in Section 5.7), Purchaser shalldeliver to Escrow Agent, by bank wire transfer of immediately available funds,an additional Two Hundred and Fifty Thousand Dollars ($250,000) (the “**Additional Funds**”), unlessPurchaser shall have terminated this Agreement in accordance with Section 5.7.  The Additional Funds shall be deemed part ofthe Deposit, for an aggregate Deposit of Five Hundred Thousand Dollars($500,000).  If Purchaser fails todeliver the Additional Funds to Escrow Agent on or before the expiration of theInvestigation Period (provided Purchaser has not terminated this Agreement inaccordance with Section 5.7), such failure shall be a default underthis Agreement.

 

**2.1.3****       Balanceof Purchase Price**.  Purchaser shall on the day ofthe Closing (as defined in Section 6.1), deliver to Escrow Agent,by bank wire transfer of immediately available funds, a sum equal to thebalance of the Purchase Price.  Thebalance of the Purchase Price received by Seller at Closing shall be adjustedto reflect prorations and other adjustments pursuant to Article VII.

 

**2.2          Investments**.  Following thecollection of the Deposit, Escrow Agent shall, at the direction of Purchaser,invest the Deposit in:

 

#### (i)            obligations of theUnited States government, its agencies or independent departments;

####  

#### (ii)           certificates ofdeposit issued by a banking institution whose principal office is in New YorkCity or Houston with assets in excess of $1 billion; or

####  

#### (iii)          an interest-bearingaccount of a banking institution whose principal office is in New York City orHouston with assets in excess of $1 billion.

 

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No investment of theDeposit shall have a maturity date beyond the Final Closing Date (as defined inSection 6.1).

 

**2.3          Interest on the Deposit**. Any interest earned on the Deposit shall be credited and delivered tothe party entitled to receive the Deposit, provided, however,that if the transaction closes, at Closing any interest earned on the Depositshall be credited to Purchaser by applying the same against the Purchase Price.

 

# **ARTICLE III**

# ** **

# **CONDITIONS TO THE PARTIES’ OBLIGATIONS**

# ** **

**3.1          Conditions to Purchaser’s Obligation to Purchase**. Purchaser’s obligation to purchase is expressly conditioned upon each ofthe following:

 

**3.1.1****       Performanceby Seller**.  Performance in all material respects of theobligations and covenants of, and deliveries required of, Seller hereunder.

 

**3.1.2****       Deliveryof Title and Possession**.  Delivery atthe Closing of (i) all Closing documents as set forth in Section 4.2hereof and (ii) possession as provided in Section 17.1.

 

**3.1.3****       TitleInsurance**.  Delivery at the Closing of the standardcurrent form of American Land Title Association (ALTA Form B) owner’spolicy of title insurance (the “**Title Policy**”),or an irrevocable commitment to issue the same,****withliability in the amount of the Purchase Price issued by Partners Title Companyas agent for Chicago Title Insurance Company (the “**TitleCompany**”), insuring that good and indefeasible fee title to theReal Property vests in Purchaser subject to the Permitted Exceptions (asdefined in Section 5.3) and the standard printed exceptions.

 

#### (i)            Purchaser willprocure a commitment for title insurance issued by the Title Company (the “**Title Commitment**, and allsupporting encumbrance documents (the “**Underlying Documents**”).

####  

#### (ii)           Purchaser will paythe base premium for the basic cost of the Title Policy as well as any additionaltitle insurance endorsements, provided that the Title Company’s failure toissue any such additional endorsements shall not affect Purchaser’s obligationsunder this Agreement.

 

**3.1.4****       Seller’sRepresentations**.  The representations and warranties by Sellerset forth in Section 11.1 being true and correct in all materialrespects as of the Closing except as modified by notice (in accordance with Section 11.1)to which Purchaser does not object in writing by the later of (i) threebusiness days after receipt thereof or (ii) the end of the InvestigationPeriod.

 

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**3.2          Conditions to Seller’s Obligation to Sell**. Seller’s obligation to sell is expressly conditioned upon each of thefollowing:

 

### **3.2.1****       Performance by Purchaser**. Performance in all material respects of the obligations and covenantsof, and deliveries required of, Purchaser hereunder.

###  

### **3.2.2****       Receipt of PurchasePrice**.  Receipt of the Purchase Price and anyadjustments due Seller under Article VII at the Closing in themanner herein provided.

###  

# **ARTICLE IV**

# ** **

# **PURCHASER’S DELIVERIES AND SELLER’S DELIVERIES TO ESCROWAGENT**

# ** **

**4.1          Purchaser’s Deliveries**. Purchaser shall, at or before the Closing, deliver to Escrow Agent eachof the following:

 

### **4.1.1****       Purchase Price**. The balance of the Purchase Price as set forth in Article II.

###  

### **4.1.2****       Assignment of Leases andContracts**.  Four (4) executed counterparts of theAssignment of Tenant Leases and Assumption Agreement (the “**Assignmentof Leases and Contracts**”) in the form of Exhibit C.

###  

### **4.1.3****       Blanket Conveyance, Billof Sale and Assignment**.  Four (4) executedcounterparts of a Blanket Conveyance, Bill of Sale, and Assignment (the “**Blanket Conveyance**”) in the form ofExhibit D.

###  

### **4.1.4****       Closing Statement**. An executed settlement statement reflecting the prorations andadjustments required under Article VII.

###  

### **4.1.5****       Cash – Prorations**. The amount, if any, required of Purchaser under Article VII.

###  

**4.2          Seller’s Deliveries**.  Seller shall,at or before the Closing, deliver to Escrow Agent each of the following:

 

### **4.2.1****       Deed**. A special warranty deed (the “**Deed**”) inthe form of Exhibit I with respect to the Real Property, executedand acknowledged by Seller, pursuant to which Seller shall convey title to theReal Property subject to the Permitted Exceptions as defined in Section 5.3hereof.

###  

### **4.2.2****       Assignment of Leases andContracts**.  Four (4) executed counterparts of theAssignment of Leases and Contracts in the form of Exhibit C, and(whether through the closing escrow or through such other method of delivery asthe parties may establish) original executed Leases (or copies if originals arenot in Seller’s possession) and the Service Contracts which are to be assumedhereunder pursuant to Section 5.6 hereof.

 

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### **4.2.3****       Blanket Conveyance, Billof Sale and Assignment**.  Four (4) executedcounterparts of the Blanket Conveyance.

###  

### **4.2.4****       Notices to Tenants**. A notice signed by Seller (or Seller’s manager for the Improvements)addressed to the tenants under the Leases in the form of Exhibit G.

###  

### **4.2.5****       FIRPTA Affidavit**. Four (4) executed copies of an affidavit in the form of Exhibit Hwith respect to the Foreign Investment in Real Property Tax Act.

###  

### **4.2.6****       Closing Statement**. An executed settlement statement reflecting the prorations andadjustments required under Article VII.

###  

### **4.2.7****       Cash — Prorations**. The amount, if any, required of Seller under Article VII.

###  

### **4.2.8****       Owner’s Affidavit**. A customary owner’s affidavit (the “**Owner’s Affidavit**”)in a form reasonably satisfactory to the Title Company certifying to the TitleCompany that there are no unpaid bills or claims relating to the Property as ofthe date of Closing except as specified, and whatever documentation may bereasonably requested or required in order to confirm the proper authority ofSeller to consummate this transaction and to issue the Title Policy.

###  

**4.3          Failure to Deliver**.  The failureof Purchaser or Seller to make any delivery required above by and in accordancewith this Article IV which is not waived by the other party shallconstitute a default hereunder by Purchaser or Seller, as applicable.

 

# **ARTICLE V**

# ** **

# **INVESTIGATION OF PROPERTY**

# ** **

**5.1          Survey**.  Seller shalldeliver, cause to be delivered, or make available to purchaser in accordancewith Section 5.6 below and as one of the Due Diligence Materials(as defined therein), an existing survey of the Land and Improvements preparedby Taylor, Wiseman & Taylor (the “**Existing Survey**”).  Within the Title Review Period (hereinafterdefined), Purchaser, using commercially reasonable efforts, and at its soleexpense, shall cause to be delivered to Seller and Title Company a current platof an “as-built” “update” of the Existing Survey in form acceptable toPurchaser (the “**Survey**”),and a field note description thereof, prepared and certified as to all mattersshown thereon by a licensed professional engineer or surveyor acceptable to theTitle Company and in such form and substance sufficient to permit deletion fromthe Title Policy of the survey exception except for “shortages in area”.

 

**5.2          Intentionally Deleted**.

 

**5.3          Review of Survey and Title**.  Purchaser shallhave a period (the “**Title Review****Period**”) ending at 5 p.m.Central Standard Time on August 31, 2009 within which to review theSurvey, the Title Commitment, and the Underlying Documents (collectively, “**Title Documents**”) and give Sellerwritten notice of its objection to the condition of title reflected by theTitle Documents (the “**Title Objections**”).With regard to any objection so made by

 

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Purchaser,Seller shall reasonably cooperate with Purchaser to remedy such objection, butSeller shall not be obligated to pay any sum of money or to incur anyobligation or liability to any third party as any inducement to remove anobjection to title other than (i) the existing first lien mortgagedocuments in favor of The Travelers Insurance Company securing the existingloan dated December 6, 2004, in the original principal amount of$34,000.000, (ii) a voluntary lien against the Property recordedsubsequent to the date of the Title Commitment and consented to by Seller, or (iii) anymechanic’s or materialman’s lien arising from work contracted for bySeller.  If Seller does not cure suchobjections or agree in writing to cure such objections within ten (10) daysafter receipt of Purchaser’s written objections (the “**TitleCure Period**”), Purchaser may, at its option, (i) waive suchuncured objections and accept such title as Seller can deliver, or (ii) terminatethis Agreement by notice in writing delivered to Seller within five (5) businessdays after the end of the Title Cure Period and receive back the Deposit.  In such event, if no termination notice isgiven under (ii) above, Purchaser shall be deemed to have waived suchuncured objections and shall accept such title as Seller can deliver.  In the event of such termination, neitherparty shall have any further rights or obligations under this Agreement exceptfor those that expressly survive the termination hereof.  In the event Purchaser fails to furnishSeller, on or before the end of the Title Review Period, either written noticethat the Survey, the Title Report, and the Underlying Documents aresatisfactory, or written notice of Purchaser objections to the Survey, theTitle Report, and/or the Underlying Documents, Purchaser shall be deemed tohave waived any objection to the Survey, Title Report, and the UnderlyingDocuments and shall accept such title as Seller can deliver.  In any event, any title matters that Sellerdoes not expressly agree in writing to cure by written notice to Purchaser orthat Seller is not expressly obligated to cure as provided above and that theTitle Company does not agree to remove shall be “Permitted Exceptions” anddeemed waived by Purchaser if Purchaser does not elect to terminate thisAgreement prior to the expiration of the Title Cure Period.  The term “**Permitted Exceptions**”shall mean: the specific exceptions in the Title Report that the Title Companyhas not agreed to remove from the Title Report as of the end of the Title CurePeriod and that Seller is not required to remove as provided above; any otherlien, encumbrance, easement or other exception or matter voluntarily imposed orconsented to by Purchaser prior to or as of the Closing or matters created by,through or under Purchaser; items shown on the Survey which have not beenremoved as of the end of the Title Cure Period; real estate taxes not yet dueand payable; rights of tenants under the Leases and any other leases executedin accordance with this Agreement after the date hereof, and the rights oftenants thereunder; rights of tenants or licensees under Service Contracts notterminated as of Closing; all exceptions (including printed exceptions) totitle contained or disclosed in the Title Commitment other than TitleObjections identified and not thereafter waived by Purchaser; and, all matters,rights and interests that would be discovered by an inspection or survey of theProperty.

 

**5.4          Inspection of Property**. Seller, at its expense, shall deliver or make available to Purchasercopies of all material documents on the attached list attached hereto as Exhibit K,in addition to materials and documents previously delivered to Purchaser (together, the “**Due Diligence Materials**”) Purchaserand its agents and duly authorized representatives shall have the right to inspectthe condition of the Land, Improvements and Personal Property and the books andrecords of Seller pertaining thereto during reasonable business hours.  Seller hereby agrees to give Purchaser itsreasonable cooperation in connection with such inspections, provided that

 

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(i) Purchaser mustgive Seller twenty-four (24) hours’ prior telephone or written notice of anysuch inspection or test, and with respect to any intrusive inspection or test (*i.e.*, core sampling) must obtain Seller’sprior written consent (which consent may be given, withheld or conditioned inSeller’s sole discretion), (ii) prior to performing any inspection ortest, Purchaser must deliver a certificate of insurance to Seller evidencing thatPurchaser and its contractors, agents and representatives have in place notless than $1,000,000 of comprehensive general liability insurance (including acontractual liability endorsement insuring Purchaser’s indemnity obligationunder this Agreement) covering any accident or damage arising in connectionwith the presence of Purchaser, its contractors, agents and representatives onthe Property, which insurance shall name Seller and BlackRock Realty Advisors, Inc.(“**Advisor**”) as additional insuredsthereunder, issued by a licensed company qualified to do business in the Statein which the Property is located, and (iii) all such tests shall beconducted by Purchaser in compliance with Purchaser’s responsibilities setforth in Section 5.9 below. Purchaser shall bear the cost of all such inspections or tests.

 

**5.5          Operational Information**.  In addition,Seller agrees specifically to provide upon request of Purchaser or makeavailable to Purchaser (in Seller’s offices or at the management office ofSeller’s local property manager or at the Property), to the extent in Seller’spossession or control and to the extent not previously delivered under Section 5.4above or made available to Purchaser under Section 5.4 above, thefollowing:

 

### **5.5.1****       Leases and Contracts**. Copies of the Leases and the Contracts.

###  

### **5.5.2****       Plans and Specifications**. To the extent in Seller’s possession, copies of all plans andspecifications for the Improvements.

###  

### **5.5.3****       Reports**. To the extent in Seller’s possession, copies of all environmentalreports prepared by third parties.

###  

### **5.5.4****       Permits**. To the extent in Seller’s possession, copies of all governmentalpermits, certificates of occupancy and approvals, in each case regarding theProperty.

###  

### **5.5.5****       Other**. Such additional customary documentation and instruments as Purchaser mayreasonably request.

###  

IfPurchaser terminates this Agreement as set forth in Section 5.6below, then the Due Diligence Materials and all other information, documentsand materials furnished by Seller to Purchaser shall be returned promptly toSeller (which obligation shall survive the termination of this Agreement).  Purchaser agrees that, in the exercise of the right ofaccess granted hereby, it will not unreasonably interfere with or permitunreasonable interference with any person occupying or providing service at theProperty.  Purchaser agrees that it orits agents will not communicate with any tenants without the consent of Seller.

 

**5.6          No Obligation to Cure**.  Nothingcontained in this Agreement or otherwise shall require Seller to render itstitle marketable or to remove or correct any exception or matter disapproved byPurchaser or to spend any money or incur any expense in order to do so exceptas set forth in Section 5.3 hereof.

 

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**5.7          Inspection Period**. Purchaser shall have a period ending at 5 p.m. CentralStandard Time on September 7, 2009 (“**Inspection Period**”)within which to review, examine, inspect, test and satisfy itself as to thecondition of the Land, Improvements and Personal Property and the operationalinformation relating thereto. In the event that such inspection indicates thatthe Property is not satisfactory to Purchaser, in Purchaser’s sole and absolutediscretion, Purchaser may terminate this Agreement by notice in writingdelivered to Seller prior to the expiration of the Inspection Period, in whichevent the Deposit will be returned to Purchaser, and neither party shall haveany further right or obligation hereunder other than as set forth herein withrespect to rights or obligations which survive termination.  If this Agreement is not terminated bywritten notice to Seller in the manner and within the time provided in this Section 5.7,Purchaser’s right to terminate this Agreement pursuant to this Section 5.7and any and all objections with respect to the Inspection Period will be deemedto have been waived by Purchaser for all purposes.  Except as provided below, Seller shall causeall Service Contracts to be terminated effective as of or prior to the date ofClosing, provided that (i) Seller shall have no obligation to assign orterminate, and Purchaser shall be obligated to assume, any Service Contractswhich by their terms cannot be assigned or terminated without penalty or payment of a fee and (ii) Sellershall not terminate any Service Contracts which Purchaser notifies Seller inwriting prior to the expiration of the Inspection Period that it desires toassume.  At Closing Seller shall assignand Purchaser must assume the obligations arising from and after the ClosingDate under those Service Contracts that Purchaser is obligated or desires toassume pursuant to this Section 5.7.

 

**5.8          Right to Audit**.  At Purchaser’srequest, at any time before Closing or within three (3) years afterClosing, and without material cost or expense to Seller, Seller shall provideto Purchaser’s designated independent auditor reasonable access to the booksand records of the Property to the extent in Seller’s possession, and allrelated information in Seller’s possession regarding the period for whichPurchaser is required to have the Property audited under the regulations of theSecurities and Exchange Commission,****Purchaseragrees to indemnify and hold harmless Seller from any claim, damage, loss, orliability to which Seller is at any time subjected by any person who is not aparty to this Agreement as a result of Seller’s compliance with this paragraph,except to the extent any such claim, damage, loss or liability arises fromSeller’s fraud or intentional misrepresentation, which indemnification shallsurvive the Closing or earlier termination of this Agreement.

 

**5.9          Proprietary Documents; Confidentiality**. Purchaser acknowledges that the documents and information provided ormade available to Purchaser pursuant to this Agreement, including withoutlimitation the documents and information described in Sections 5.4 and 5.5 above(collectively, the “**Property Documents**”)are proprietary and confidential and will be delivered to Purchaser solely toassist Purchaser in determining the feasibility of purchasing theProperty.  Purchaser shall not use theProperty Documents for any purpose other than as set forth in the precedingsentence.  Purchaser shall not disclosethe contents to any person other than to those persons who are responsible fordetermining the feasibility of Purchaser’s acquisition of the Property and itsrespective attorneys, partners, accountants, brokers, property managementcompanies, third party consultants, lenders or investors who have agreed to preservethe confidentiality of such information as required hereby (collectively, “**Permitted Outside Parties**”);provided, however, Purchaser shall disclose only such information to aparticular Permitted Outside Party as is reasonably necessary for that PermittedOutside Party to perform

 

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its role in the acquisition of the Property, and nothing more.Purchaser shall not divulge the contents of the Property Documents and otherinformation except in strict accordance with the confidentiality standards setforth in this Section 5.9. In permitting Purchaser to review the Property Documents or any otherinformation, Seller has not waived any privilege or claim of confidentialitywith respect thereto, and no third party benefits or relationships of any kind,either express or implied, have been offered, intended or created.  Purchaser shall not at any time issue a pressrelease or otherwise communicate with media representatives regarding this saleand purchase unless such release or communication occurs after the Closing, butin no event shall such press release or media communication include informationregarding the Purchase Price.  However,the Parties acknowledge that under New Jersey law, the Purchase Price isrequired to be disclosed in the recorded Deed. Prior to Closing, information in the Property Documents shall not bedisclosed except (a) with the prior written consent of Seller (whichconsent may be withheld in Seller’s sole and absolute discretion), (b) tothe extent that such document or information is or becomes publicly availableother than the result of Purchaser’s breach of this Agreement, (c) to thePermitted Outside Parties, or (d) as may be necessary for Purchaser orPurchaser’s representatives to comply with applicable laws, including, withoutlimitation governmental regulatory, disclosure (including SEC rules), tax andreporting requirements, to comply with other requirements of regulatory andsupervisory authorities and self-regulatory organizations having jurisdictionover Purchaser or Purchaser’s representatives, or to comply with regulatory orjudicial processes.  Purchaser shallpromptly deliver all Property Documents to Seller in the event that the  Closing does not occur.  This Section 5.9 shall survivethe Closing or termination of this Agreement.

 

**5.10        Purchaser’s Responsibilities**. In conducting any inspections, investigations or tests of the Propertyand/or Property Documents, Purchaser and its agents and representativesshall:  (i) not disturb the tenantsor interfere with their use of the Property pursuant to their respectiveLeases; (ii) not interfere with the operation and maintenance of theProperty; (iii) not damage any part of the Property or any personalproperty owned or held by any tenant or any third party; (iv) not injureor otherwise cause bodily harm to Seller or its agents, guests, invitees,contractors and employees or any tenants or their guests or invitees; (v) complywith all applicable laws; (vi) promptly pay when due the costs of alltests, investigations, and examinations done with regard to the Property; (vii) allowSeller to have a representative present during any such inspection or test; (viii) cooperatewith any reasonable request by Seller in connection with the timing of any suchinspection or test; (ix) provide Seller, upon Seller’s request, with acopy of any written inspection or test report or summary prepared by any thirdparty; (x) not permit any liens to attach to the Property by reason of theexercise of its rights hereunder; (xi) not reveal or disclose prior toClosing any information obtained during the Inspection Period concerning theProperty and the Property Documents to anyone other than the Permitted OutsideParties, in accordance with the confidentiality standards set forth in Section 5.9above, or except as may be otherwise required by law.  Purchaser agrees at its own expense topromptly repair or restore the Property, if any inspection or test requires orresults in any damage to or alteration of the condition of the Property, andthat the obligations set forth in this sentence shall survive the Closing orany termination of this Agreement.

 

**5.11        Purchaser’s Agreement to Indemnify**. Purchaser hereby agrees to indemnify, defend and hold harmless Seller,Advisor, and their affiliates, members, partners, subsidiaries,

 

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shareholders, officers,directors and agents from and against any and all liens, claims, causes ofaction, damages, liabilities, losses, injuries, costs, and expenses (includingreasonable attorneys’ fees and costs) arising out of inspections or tests byPurchaser or its employees, consultants, agents or representatives permittedunder this Agreement; provided, however, the indemnity shall notextend to protect Seller from any pre-existing liabilities for matters merelydiscovered by Purchaser (*i.e.*,latent environmental contamination) so long as Purchaser’s actions do notaggravate any pre-existing liability of Seller. Furthermore, Purchaser shall be liable only for direct damages, and notincidental, consequential or punitive damages (except to the extent Seller isliable to third parties for such incidental, consequential or punitive damagesfor which Purchaser shall provide indemnity) and Purchaser shall not be liablefor claims to the extent arising in whole or in part from the negligence ofSeller, its agents, independent contractors, servants and/or employees.  Purchaser’s obligations under this Section 5.11shall survive the termination of this Agreement and shall survive the Closing.

 

# **ARTICLE VI**

# ** **

# **THE CLOSING**

# ** **

**6.1          Date and Manner of Closing**. Escrow Agent shall close the escrow (the “**Closing**”)as soon as all conditions to closing contained in this Agreement have beensatisfied (or deemed satisfied) or waived in writing which shall in any eventbe not later than 12:00 noon Central Standard Time on September 22, 2009(the “**Final Closing Date**”), andthereafter recording and delivering all documents and funds as set forth in Article VIII.

 

# **ARTICLE VII**

# ** **

# **PRORATION, FEES, COSTS AND ADJUSTMENTS**

# ** **

**7.1          Prorations**.  Prior to theClosing, Seller and Purchaser shall determine the amounts of the prorations inaccordance with this Agreement within no less than two (2) days prior toClosing.  Purchaser shall review andapprove such determination promptly and prior to the Closing, such approval notto be unreasonably withheld or delayed. Thereafter, Purchaser and Seller shall each inform Escrow Agent of such amounts.

###  

### **7.1.1****       Certain Items Prorated**.  In accordance with the notifications, EscrowAgent shall prorate between the parties (and the parties shall deposit fundstherefor with Escrow Agent or shall instruct Escrow Agent to debit against sumsheld by Escrow Agent owing to such party), as of 11:59 p.m. the day priorto the Closing, all income and operating expenses with respect to the Propertyand payable to or by the owner of the Property, including, withoutlimitation:  (i) all realproperty and personal property taxes and assessments on the basis of the fiscalperiod for which assessed (if the Closing shall occur before the tax rate isfixed, the apportionment of taxes shall be based on the tax rate for thepreceding period applied to the latest assessed valuation****andafter the Closing, when the actual real property and personal property taxesare finally fixed, Seller and Purchaser shall promptly make a recalculation ofsuch proration, and the appropriate party shall make the applicable paymentreflecting the recalculation to the other party);

 

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### (ii) rentsand other tenant payments and tenant reimbursements, if any (collectively, “**Tenant Payments**”), received andcollected under the Leases; (iii) charges for water, sewer,electricity, gas, fuel and other utility charges, all of which shall be readpromptly before Closing, unless Seller elects to close its own applicableaccount, in which event Purchaser shall open its own account and the respectivecharges shall not be prorated; (iv) amounts prepaid and amountsaccrued but unpaid on Service Contracts which are to be assumed by Purchaserunder the terms hereof; and (v) periodic fees for licenses, permitsor other authorizations, if any, with respect to the Property.  If such charges, expenses and income areunavailable at the Closing, a readjustment shall be made within thirty (30)days after the Closing of these items.

###  

### **7.1.2****       Leasing Commissions**. At the Closing, Purchaser and Seller shall prorate, based on the portionof the term of the applicable Lease occurring before and after the Closing, allleasing commissions entered into after the end of the Investigation Period, anyrenewal or extension of an existing Lease after such date and any new leasereferred to in Section 13.4.

###  

### **7.1.3****       Taxes**.

###  

###### (a)           Real property taxrefunds and credits received after the Closing which are attributable to afiscal tax year prior to the year of Closing shall belong to Seller.  Any such refunds and credits attributable tothe fiscal tax year during which the Closing occurs shall be apportionedbetween Seller and Purchaser after deducting the reasonable out-of-pocketexpenses of collection thereof.  Thisapportionment obligation shall survive the Closing.

######  

###### (b)           If any tax appeal orcertiorari proceedings shall not have been finally resolved or settled prior tothe Closing and shall relate to the year 2008 or a prior year, Seller, at itssole cost and expense, shall be entitled to control the disposition of any suchtax appeal or certiorari proceeding and shall be entitled to any refundsreceived therefrom.  With respect to the2009 tax year, Purchaser shall be entitled to control any tax protest and anyrefunds received therefrom, net of any expenses incurred by Purchaser inconnection therewith, shall be prorated between the parties on the basis of theportions accruing to periods before and after the Closing.

######  

###### (c)           Payment of rollbacktaxes that are the result of the change of Purchaser’s use of the propertyafter Closing that result in the assessment of additional taxes, penalties orinterest (assessment) for periods before Closing shall be the responsibility ofPurchaser

######  

### **7.1.4****       Security and OtherDeposits**.  At the Closing, Seller shall deliver toPurchaser all unapplied refundable security and pet deposits (plus interestaccrued thereon to the extent required to be paid by the applicable Leases orapplicable laws) required to be held by Seller under the Leases and Purchasershall pay Seller an amount equal to all utility and contract deposits then heldby third parties with respect to the Property and transferred to Purchaserhereunder.

 

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### **7.1.5****       Adjustments**.

###  

###### (a)           With respect todelinquent rentals and any other rentals not collected as of the Closing (andthus not prorated as of Closing), Purchaser shall make a commerciallyreasonable and customary attempt to collect the same for Seller’s benefit afterthe Closing and such collection, if any, shall be remitted to Seller promptlyupon receipt by Purchaser. Nothing contained herein shall operate to requirePurchaser to institute any lawsuit or other legal collection procedure tocollect such delinquent rentals. Purchaser and Seller agree that any sumsreceived by Purchaser from any tenants after Closing shall be applied (i) firstto rentals due forthe month during which the Closing occurs (and said rentals shall be allocatedbetween Seller and Purchaser as if same had been prorated at Closing, with theamount due Seller to be paid to Seller promptly upon receipt by Purchaser), (ii) second,to current rentals due after the month in which the Closing occurs, (iii) third,to delinquent rentals owed with respect to the period after the month in whichthe Closing occurs, and (iv) fourth, to delinquent rentals owed withrespect to the period prior to Closing, regardless of the designation of suchsums by the tenant. In addition to Purchaser’s agreement set forth above topursue delinquent rents for the benefit of Seller, Seller shall have the rightto pursue collection of delinquent rents, but Seller agrees that it willinitiate no suit or legal proceeding to collect delinquent rents from a tenantso long as they remain a tenant of the Property.

######  

###### (b)           Purchaser shall notreceive a credit at the Closing for its prorated portion of any bonus or otherup front payment previously made and received by Seller under or in connectionwith any Service Contract, including, without limitation, laundry room leases,security system, internet, satellite and cable TV leases or contracts enteredinto prior to Closing.

######  

### **7.1.6****       Insurance**. Seller’s existing liability and property insurance pertaining to theProperty shall be canceled as of the Closing, and Seller shall receive anypremium refund due thereon.

###  

### **7.1.7****       Survival**. The provisions of this Article VII shall survive the Closingof this transaction and the payment of any consideration and the delivery ofall closing instruments.

###  

**7.2          Seller’s Closing Costs**.**** Seller shall pay (i)  one-half ofEscrow Agent’s escrow fee or escrow termination charge, (ii) any documentarystamp or transfer tax, (iii) all brokerage fees, and (iv) Seller’sown attorneys’ fees.  In addition, Sellershall be responsible for any sales or use taxes imposed, if any, resulting fromthis transaction.

 

**7.3          Purchaser’s Closing Costs**.  Purchaser shall pay (i) one-half of Escrow Agent’s escrowfee or escrow termination charge, (ii) the cost of the base TitlePolicy and any other title insurance endorsements ordered by Purchaser, (iii) anycosts incurred in connection with Purchaser’s investigation of the Propertypursuant to Article V, including the cost of any new

 

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environmental assessment commissioned by Purchaser, (iv) the costof any updated survey, and (v) Purchaser’s own attorneys’ fees.

 

# **ARTICLE VIII**

# ** **

# **DISTRIBUTION OF FUNDS AND DOCUMENTS**

# ** **

**8.1          Delivery of the Purchase Price**. At the Closing, Escrow Agent shall deliver the Purchase Price to Seller,and the transaction shall not be considered closed until such delivery occurs.

 

**8.2          Other Monetary Disbursements**. Escrow Agent shall, at the Closing, hold for personal pickup or arrangefor wire transfer, (i) to Seller, or order, as instructed bySeller, all sums and any proration or other credits to which Seller is entitledand less any appropriate proration or other charges and (ii) toPurchaser, or order, any excess funds therefore delivered to Escrow Agent byPurchaser and all sums and any proration or other credits to which Purchaser isentitled and less any appropriate proration or other charges.

 

**8.3          Recorded Documents**.  Escrow Agentshall cause the Deed and any other documents that Seller or Purchaser desiresto record to be recorded with the appropriate county recorder and, afterrecording, returned to the grantee, beneficiary or person acquiring rightsunder said document or for whose benefit said document was required.

 

**8.4          Documents to Purchaser**. Escrow Agent shall at the Closing deliver by overnight express deliveryto Purchaser the following:

 

##### (1)           one conformed copyof the Deed showing all recording data;

##### (2)           two originals of theAssignment of Leases and Contracts;

##### (3)           two originals of theBlanket Conveyance;

##### (4)           one original of theNotice to Tenants;

##### (5)           two originals of theFIRPTA Affidavit;

##### (6)           one original of theClosing Statement;

##### (7)           one original of theTitle Policy; and

(10)         one original of any Owner Affidavit.

 

**8.5          Documents to Seller**.  Escrow Agentshall at the Closing deliver by overnight express delivery to Seller, thefollowing:

 

##### (1)           one conformed copyof the Deed showing all recording data;

##### (2)           two originals of theAssignment of Leases and Contracts;

##### (3)           two originals of theBlanket Conveyance;

##### (4)           one copy of theNotice to Tenants;

##### (5)           two originals of theFIRPTA Affidavit;

##### (6)           one original of theClosing Statement;

##### (7)           one copy of theTitle Policy; and

##### (8)           one copy of anyOwner Affidavit.

 

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**8.6          All Other Documents**.  Escrow Agentshall at the Closing deliver by overnight express delivery, each other documentreceived hereunder by Escrow Agent to the person acquiring rights under saiddocument or for whose benefit said document was required.

 

# **ARTICLE IX**

# ** **

# **RETURN OF DOCUMENTS ANDFUNDS UPON TERMINATION**

# ** **

**9.1          Return of Seller’s Documents**. If escrow or this Agreement is terminated by Purchaser for any reason,Purchaser shall, within five (5) days following such termination,deliver to Seller all documents and materials relating to the Propertypreviously delivered to Purchaser by Seller and copies of all reports andstudies obtained by Purchaser from third parties in connection with theProperty and Purchaser’s investigation thereof. Such items shall be delivered without representation or warranty as toaccuracy or completeness and with no right of Seller to rely thereon withoutthe consent of the third party.  EscrowAgent shall deliver all documents and materials deposited by Seller and then inEscrow Agent’s possession to Seller and shall destroy any documents executed byboth Purchaser and Seller.  Upon deliveryby Escrow Agent to Seller (or such destruction, as applicable) of suchdocuments and materials, Escrow Agent’s obligations with regard to suchdocuments and materials under this Agreement shall be deemed fulfilled andEscrow Agent shall have no further liability with regard to such documents andmaterials to either Seller or Purchaser.

 

**9.2          Return of Purchaser’s Documents**. If escrow or this Agreement is terminated by Seller for any reason,Escrow Agent shall deliver all documents and materials deposited by Purchaserand then in Escrow Agent’s possession to Purchaser and shall destroy anydocuments executed by both Purchaser and Seller. Upon delivery by Escrow Agentto Purchaser (or such destruction, as applicable) of such documents andmaterials, Escrow Agent’s obligations with regard to such documents andmaterials under this Agreement shall be deemed fulfilled and Escrow Agent shallhave no further liability with regard to such documents and materials to eitherSeller or Purchaser.

 

**9.3          Deposit**.  If escrow orthis Agreement is terminated (i) pursuant to Section 5.7,Section 10.2 or Article XII, or (ii) due tothe failure of a condition set forth in Section 3.1, then Purchasershall be entitled to obtain the return of the Deposit pursuant to Section 9.4below.  If the Closing does not takeplace and escrow or this Agreement is terminated for any other reason, Sellershall be entitled to the Deposit by retaining or causing Escrow Agent todeliver the Deposit to Seller pursuant to Section 9.4 below.

 

**9.4          Disbursement of Deposit**. If Escrow Agent receives a notice from either party instructing EscrowAgent to deliver the Deposit to such party, Escrow Agent shall deliver a copyof the notice to the other party within three (3) days after receipt ofthe notice.  If the other party does notobject to the delivery of the Deposit as set forth in the notice within three (3) businessdays after receipt of the copy of the notice, Escrow Agent shall, and is herebyauthorized to, deliver the Deposit to the party requesting it pursuant to thenotice.  Any objection hereunder shall beby notice setting forth the nature and grounds for the objection and shall besent to Escrow Agent and to the party requesting the Deposit.

 

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**9.5          No Effect on Rights of Parties; Survival**. The return of documents and monies as set forth above shall not affectthe right of either party to seek such legal or equitable remedies as suchparty may have under Article X with respect to the enforcement ofthis Agreement.  The obligations underthis Article IX shall survive termination of this Agreement.

 

# **ARTICLE X**

# ** **

# **DEFAULT**

# ** **

**10.1        Seller’s Remedies**.  If, for anyreason whatsoever (other than the failure of a condition set forth in Section 3.1and other than a termination of this Agreement pursuant to Section 5.7,Section 10.2 or Article XII), Purchaser fails tocomplete the acquisition as herein provided, Purchaser shall be in breach ofits obligations hereunder and Seller shall be released from any furtherobligations hereunder.  BY INITIALINGBELOW, PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUALDAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BEEXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSITIS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULDSUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TOCLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ONTHE DATE OF THIS AGREEMENT.  PURCHASERAND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLEAND EXCLUSIVE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THISAGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED INTHIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FORAN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT,RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TOSELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OFTHE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT AND SELLER IS ENTITLED THERETOUNDER THE TERMS HEREOF (EACH A “**PURCHASER’S ACTION**”),SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROMANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/ORRECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFEROR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THATSELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS ANDEXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SETFORTH HEREIN.  NOTHING IN THIS AGREEMENTSHALL, HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR DAMAGESOR INJUNCTIVE RELIEF FOR BREACH OF PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.11ABOVE OR FOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 16.5BELOW.

 

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ACCEPTED AND AGREED TO:

 
| /s/ REZ |   | /s/ MA    |
|---------|--------|-----------|
| Seller  |   | Purchaser |

 

**10.2        Purchaser’s Remedies**.  If the saleis not completed as herein provided solely by reason of any material default ofSeller, Purchaser shall be entitled, as its sole and exclusive remedy, toeither (i) (a) terminate this Agreement (by delivering notice toSeller which includes a waiver of any right, title or interest of Purchaser inthe Property) and (b) if Purchaser so elects, pursue an action at law forrecovery of Purchaser’s actual out-of-pocket third-party costs incurred as partof Purchaser’s due diligence efforts and attorney’s fees incurred in connectionwith the negotiation and preparation of this Agreement and representation ofPurchaser hereunder, up to but not to exceed $150,000, which action must becommenced, if at all, within the sixty (60) day period following the occurrenceof such material default of Seller (the “**Limitation Period**”);provided, however, that if, within the Limitation Period,****Purchaser gives Seller written notice of such a breach andSeller commences to cure and thereafter terminates such cure effort, Purchasershall have an additional thirty (30) days from the date of such terminationwithin which to commence an action at law for third-party costs, as aforesaid,as a consequence of Seller’s failure to cure or (ii) treat thisAgreement as being in full force and effect and pursue only the specificperformance of this Agreement, provided that Purchaser must commence any actionfor specific performance within sixty (60) days after the scheduled FinalClosing Date.  Purchaser waives any rightto pursue any other remedy at law or equity for such default of Seller,including, without limitation, any right to seek, claim or obtain damages****(other than for costs under(i)(b) and (ii) above), punitive damages or consequential damages.  Except as set forth herein and in thisAgreement, in no case shall Seller ever be liable to Purchaser under anystatutory, common law, equitable or other theory of law, either prior to orfollowing the Closing, for any lost rents, profits, “benefit of the bargain,”business opportunities or any form of consequential damage in connection withany claim, liability, demand or cause of action in any way or manner relatingto the Property, the condition of the Property, this Agreement, or anytransaction or matter between the parties contemplated hereunder.  Purchaser’s remedies hereunder are inaddition to the right to receive the return of the Deposit, subject to Section 9.4,to the extent it is not applied to the Purchase Price in connection withPurchaser’s action for specific performance.

 

# **ARTICLE XI**

# ** **

# **REPRESENTATIONS ANDWARRANTIES**

# ** **

**11.1        Seller’s Warranties and Representations**. The matters set forth in this Section 11.1 constituterepresentations and warranties by Seller which are now and (subject to matterscontained in any notice given pursuant to the next succeeding sentence) shall,in all material respects, at the Closing be true and correct.  If Seller has actual knowledge that any ofthe representations and warranties contained in this Article XI maycease to be true, Seller shall give prompt notice to Purchaser (which noticeshall include copies of the instrument, correspondence, or document, if any,upon which Seller’s notice is based).  Asset forth in Section 3.1.4 hereof, the obligation of Purchaserto consummate this transaction shall be

 

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contingent upon the lack of any material variance with respect to thetruth and accuracy of all such representations and warranties to the extent ofSeller’s actual knowledge as of the date scheduled for Closing.  Otherwise, Purchaser shall have the right toterminate this Agreement in accordance with Section 3.1.4hereof.  As used in this Section 11.1, the phrase “tothe extent of Seller’s actual knowledge” shall mean the actual knowledge ofShariff Pitts, the asset manager of Advisor responsible for the Property.  There shall be no duty imposed or implied toinvestigate, inquire, inspect, or audit any such matters, and there shall be nopersonal liability on the part of such asset manager.  To the extent Purchaser has or acquiresactual knowledge or is deemed to know prior to the expiration of theInvestigation Period that these representations and warranties are inaccurate,untrue or incorrect in any way, such representations and warranties shall bedeemed modified to reflect Purchaser’s knowledge or deemed knowledge.  Purchaser shall be deemed to know arepresentation or warranty is untrue, inaccurate or incorrect if this Agreementor any files, documents, materials, analyses, studies, tests, or reportsdisclosed or made available to Purchaser at the office of Seller’s propertymanager prior to the expiration of the Investigation Period containsinformation which is inconsistent with such representation or warranty.

 

### **11.1.1****     No Broker**. Seller has not engaged or dealt with any broker or finder in connectionwith the sale contemplated by this Agreement, except CB Richard Ellis (the “**Seller’s Broker**”).  Seller shall pay a brokerage commissions tothe Seller’s Broker in accordance with a separate agreement.  Seller shall indemnify and hold harmlessPurchaser from any claims, costs, damages or liabilities (including attorneys’fees) arising from any breach of the representation contained in this Section 11.1.1or if the same shall be based on any statement, representation or agreement bySeller with respect to the payment of any brokerage commissions or finder’sfees.

###  

### **11.1.2****     Organization**. Seller has been duly formed, validly exists and is in good standing inthe jurisdiction of its formation and in the state in which the Property islocated.

###  

### **11.1.3****     Power and Authority**. Seller has the legal power, right and authority to enter into thisAgreement and to consummate the transactions contemplated hereby.

###  

### **11.1.4****     Proceedings**. Seller has not received any writtennotice of any pending or threatened condemnation or similar proceedingaffecting any part of the Property.

###  

### **11.1.5****     Contravention**. Seller is not prohibited from consummating the transactions contemplatedby this Agreement by any law, regulation, agreement, instrument, restriction,order or judgment.

###  

### **11.1.6****     Service Contracts**. The Service Contracts listed on Exhibit F comprise all ofthe material service contracts which currently affect the Property as of thedate hereof.

###  

### **11.1.7****     Compliance**. Seller has not received written notice from any governmental authoritythat the Property is not in material compliance with all applicable laws,including, but not limited to, the rules and regulations of the New JerseyCounsel on Affordable Housing relating to affordable housing for low andmoderate income

###  

### 18

### 

 

### households which is applicable to 36 apartment units on the Property,except for such failures to comply, if any, which have been remedied.

###  

### **11.1.8****     Employees**. Seller has no employees on-site at the Property providing on-siteservices to the Property and all such services are performed by Seller’s thirdparty manager of the Property.

###  

### **11.1.9****     Litigation**.  To the extentof Seller’s actual knowledge, there is no legal action, suit, proceeding orclaim affecting Seller or the Land, Improvements or Personal Property or anyportion thereof relating to or arising out of the ownership, operation, use oroccupancy of the Property being prosecuted in any court or by or before anyfederal, state, county or municipal department, commission, board, bureau oragency or other governmental instrumentality.

###  

### **11.1.10****  SpecialAssessments**.  Seller has received no written notice of anypending improvement liens or special assessments to be made against theProperty by any governmental authority.

###  

### **11.1.11****  Leases**. Based on information provided by Seller’s property manager and to Seller’sactual knowledge, the Rent Roll lists all Leases affecting the Land andImprovements other than those Leases entered into by Seller subsequent to theEffective Date, and is the rent roll used in the ordinary course of business,and is true and correct.

###  

### **11.1.12****  NoContracts.**  There are no options, contracts or otherobligations outstanding for the sale, exchange or transfer of the Property orany portion thereof or the business operated thereon.

###  

### **11.1.13****  EnvironmentalIssues**.  Seller has not received anywritten notice of and has no actual knowledge that any governmental authorityor any employee or agent thereof has determined, or threatens to determine,that there is a presence, release, threat of release, placement on or in theProperty, of any Pollutants. Seller has not entered into any agreements withany governmental authority or agency (federal, state or local) or any tenant orprior owner of the Property or any owner of any property located near theProperty, relating in any way to the presence, release, threat of release,placement on or in the Property, or the generation, transportation, storage, treatment,or disposal at the Property, of any Pollutants. For purposes hereof, “Pollutants” shall mean asbestos, PCB andany substance that is defined or listed as a hazardous, toxic or dangeroussubstance under any existing statute, including, without limitation, anysubstance that is a “hazardous substance” under the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980, as amended by the SuperfundAmendments and Reauthorization Act of 1986, as the same be further amended,petroleum, natural gas, natural gas liquids, liquefied natural gas, andsynthetic gas usable for fuel, and any materials regulated by New Jersey law.

###  

### **11.1.14****  PATRIOTAct**.

###  

##### (1)           Selleris in compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “**Order**”)****and other similar

 

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##### requirements contained in the rules and regulations of the Officeof Foreign Assets Control, Department of the Treasury (“**OFAC**”)****and in any enabling legislation or otherExecutive Orders or regulations in respect thereof (the Order and such otherrules, regulations, legislation, or orders are collectively called the “**Orders**”).** **Further, Sellercovenants and agrees to make its policies, procedures and practices regardingcompliance with the Orders, if any, available to Purchaser for its review andinspection during normal business hours and upon reasonable prior notice.

#####  

##### (2)           NeitherSeller nor any beneficial owner of Seller:

#####  

###### (a)           islisted on the Specially Designated Nationals and Blocked Persons Listmaintained by OFAC pursuant to the Order and/or on any other list of terroristsor terrorist organizations maintained pursuant to any of the rules andregulations of OFAC or pursuant to any other applicable Orders (such lists arecollectively referred to as the “**Lists**”);

######  

###### (b)           isa person or entity who has been determined by competent authority to be subjectto the prohibitions contained in the Orders; or

######  

###### (c)           isowned or controlled by, or acts for or on behalf of, any person or entity onthe Lists or any other person or entity who has been determined by competentauthority to be subject to the prohibitions contained in the Orders.

######  

Notwithstanding anythingcontained herein to the contrary, for the purposes of this provision, thephrase “any beneficial owner of Seller” shall not include (x) any holderof a direct or indirect interest in a publicly traded company whose shares arelisted and traded on a United States national stock exchange, or (y) anylimited partner, unit holder or shareholder owning an interest of five percent(5%) or less in Seller or in the holder of any direct or indirect interest inSeller.

 

**11.2        Purchaser’s Warranties and Representations**. The matters set forth in this Section 11.2 constituterepresentations, warranties and covenants by Purchaser which are now and shall,at the Closing, be true and correct.

###  

### **11.2.1****     No Broker**. Except for Seller’s Broker, Purchaser has not engaged or dealt with anybroker or finder in connection with the sale contemplated by thisAgreement.  Purchaser shall indemnify andhold harmless Seller and Advisor from any claims, costs, damages or liabilities(including attorneys’ fees) arising from any breach of the representationcontained in this Section 11.2.1 or if the same shall be based onany statement, representation or agreement by Purchaser with respect to thepayment of any brokerage commissions or finder’s fees.

###  

### **11.2.2****     Power and Authority**. Purchaser has the legal power, right and authority to enter into thisAgreement and to consummate the transactions contemplated hereby.

 

20

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### **11.2.3****     Independent Investigation**. The consummation of this transaction shall constitute Purchaser’sacknowledgment that it has independently inspected and investigated theProperty and, together with the terms and conditions of this Agreementincluding Seller’s representations and warranties under Section 11.1hereof, has made and entered into this Agreement based upon such inspection andinvestigation and its own examination of the condition of the Property.

###  

### **11.2.4****     Purchaser Reliance**. Purchaser is experienced in and knowledgeable about the ownership andmanagement of real estate, and it has relied and will rely exclusively on itsown consultants, advisors, counsel, employees, agents, principals and/orstudies, investigations and/or inspections with respect to the Property, itscondition, value and potential. Purchaser agrees that, notwithstanding the fact that it has receivedcertain information from Seller or its agents or consultants, Purchaser hasrelied solely upon and will continue to rely solely upon its own analysis andwill not rely on any information provided by Seller or its agents orconsultants, except as expressly set forth in Section 11.1.

###  

### **11.2.5****     ERISA**. Purchaser represents, warrants and covenants that it is not using theassets of any (i) “employee benefit plan” (within the meaning of Section 3(3) ofthe Employee Retirement Income Security Act of 1974, as amended (“**ERISA**”)), (ii) “plan” (withinthe meaning of Section 4975(e)(1) of the Internal Revenue Code of1986, as amended (the “**Code**”)) or (iii) entitywhose underlying assets include “plan assets” by reason of a plan’s investmentin such entity, to fund its purchase of the Property under this Agreement.

###  

### **11.2.6****     PATRIOT Act**.

###  

##### (1)           Purchaseris in compliance with the requirements of the Orders.** **Further, Purchasercovenants and agrees to make its policies, procedures and practices regardingcompliance with the Orders, if any, available to Seller for its review andinspection during normal business hours and upon reasonable prior notice.

#####  

##### (2)           NeitherPurchaser nor any beneficial owner of Purchaser:

#####  

###### (a)           islisted on the Lists;

######  

###### (b)           isa person or entity who has been determined by competent authority to be subjectto the prohibitions contained in the Orders; or

######  

###### (c)           isowned or controlled by, or acts for or on behalf of, any person or entity onthe Lists or any other person or entity who has been determined by competentauthority to be subject to the prohibitions contained in the Orders.

######  

### **11.2.7****     PATRIOT Act Notice**. Purchaser hereby covenants and agrees that if Purchaser obtainsknowledge that Purchaser or any of its beneficial owners becomes listed on theLists or is indicted, arraigned, or custodially detained on charges involving

 

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### money laundering or predicate crimes to money laundering, Purchasershall immediately notify Seller in writing, and in such event, Seller shallhave the right to terminate this Agreement without penalty or liability toPurchaser immediately upon delivery of written notice thereof to Purchaser**.**

###  

**11.3        No Other Warranties and Representations**. Except as specifically set forth in this Article XI, neitherSeller nor Advisor has made, makes or has authorized anyone to make, anywarranty or representation as to the Leases, the Service Contracts, any writtenmaterials delivered to Purchaser, the persons preparing such materials, thetruth, accuracy or completeness of such materials, the present or futurephysical condition, development potential, zoning, building or land use law orcompliance therewith, the operation, income generated by, or any other matteror thing affecting or relating to the Property or any matter or thingpertaining to this Agreement.  Purchaserexpressly acknowledges that no such warranty or representation has been madeand that Purchaser is not relying on any warranty or representation whatsoeverother than as is expressly set forth in this Article XI.  Purchaser shall accept the Property “as is”and in its condition on the date of Closing subject only to the expressprovisions of this Agreement and hereby acknowledges and agrees that **EXCEPT AS SET FORTH IN SECTION 11.1 OF THIS AGREEMENT,****SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES ANDDISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND ORCHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO, THEPROPERTY**.

 

### **11.3.1****     No EnvironmentalRepresentations**.  Except as set forth in Section 11.1.13hereof, Seller makes no representations or warranties as to whether theProperty contains asbestos, radon or any hazardous materials or harmful ortoxic substances, or pertaining to the extent, location or nature of same, ifany.  Further, to the extent that Sellerhas provided to Purchaser information from any inspection, engineering orenvironmental reports concerning asbestos, radon or any hazardous materials orharmful or toxic substances, Seller makes no representations or warranties withrespect to the accuracy or completeness, methodology of preparation orotherwise concerning the contents of such reports.

###  

### **11.3.2****     Release of Claims**. Subject to the express provisions hereof and except for therepresentations and warranties under Sections 11.1.13 hereof, Purchaseracknowledges and agrees that Seller makes no representation or warranty as to,and Purchaser, for itself, its successors and assigns, hereby waives andreleases Seller from any present or future claims, at law or in equity, whetherknown or unknown, foreseeable or otherwise, arising from or relating to thepresence or alleged presence of asbestos, radon or any hazardous materials orharmful or toxic substances in, on, under or about the Property, includingwithout limitation any claims under or on account of (i) theComprehensive Environmental Response, Compensation and Liability Act of 1980,as the same may have been or may be amended from time to time, and similarstate statutes, and any regulations promulgated thereunder, (ii) anyother federal, state or local law, ordinance, rule or regulation, now orhereafter in effect, that deals with or otherwise in any manner relates to,environmental matters of any kind, (iii) this Agreement, or (iv) the

 

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### common law.  Purchaser herebyspecifically acknowledges that Purchaser has carefully reviewed this Section 11.3.2and has discussed its import with legal counsel and that the provisions of thisSection 11.3.2 are a material part of this Agreement**.**

###  

This Section 11.3.2shall survive the Closing forever.

 

# **ARTICLE XII**

# ** **

# **CASUALTY AND CONDEMNATION**

# ** **

Promptly upon learningthereof, Seller shall give Purchaser written notice of any condemnation, damageor destruction of the Property occurring prior to the Closing.  If prior to the Closing any portion of theProperty is condemned such that there is a material and adverse effect on useof the Property, or is materially damaged or destroyed by an insured casualty,Purchaser shall have the option of either (i) applying the proceedsof any condemnation award or payment under any insurance policies (other thanbusiness interruption or rental loss insurance applicable to the period priorto Closing) toward the payment of the Purchase Price to the extent suchcondemnation awards or insurance payments have been received by Seller,receiving from Seller an amount equal to any applicable deductible under anysuch insurance policy and receiving an assignment from Seller of Seller’sright, title and interest in any such awards or payments not theretoforereceived by Seller (including business interruption or rental loss insurance ofSeller which would be applicable to any period subsequent to Closing), or (ii) terminatingthis Agreement by delivering written notice of such termination to Seller andEscrow Agent within ten (10) days after Purchaser has received writtennotice from Seller of such condemnation or material damage or destruction.  If, prior to the Closing, a portion of theProperty is damaged or destroyed and such portion is not a material portion ofthe Property, the proceeds of any condemnation award or payment and anyapplicable deductible under any insurance policies shall be applied toward thepayment of the Purchase Price to the extent such condemnation awards orinsurance payments have been received by Seller and Seller shall assign toPurchaser all of Seller’s right, title and interest in any unpaid awards orpayments.  With respect to option (i) describedabove and the preceding sentence as it relates to the requirement of Seller toassign to Purchaser the right to receive insurance awards and payments to bedue Seller, Seller agrees that in the event that Seller’s insurance carrier(s) donot permit assignment thereof Seller agrees to request from the insurancecarrier(s) a “policy endorsement” whereby Purchaser shall be added as a “losspayee” under the Purchaser’s policies effective as of the Closing Date.  For purposes of this Article XII,in defining a casualty, the terms “Material” and “Materially” shall mean damagevalued at greater than $1,000,000.  Ifthe damage or destruction arises out of an uninsured risk, Seller shall elect,by written notice within ten (10) days of the occurrence of such damage ordestruction either to terminate this Agreement or to close the transactioncontemplated hereby with a reduction of the Purchase Price equal to the costsof repairing the Property, as reasonably estimated by an engineer engaged bySeller and reasonably acceptable to Purchaser.

 

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# **ARTICLE XIII**

# ** **

# **CONDUCT PRIOR TO CLOSING**

# ** **

**13.1        Conduct**. From and after the date hereof and through Closing, Seller covenants andagrees to operate the Property as follows:

 

13.1.1      Seller will cause theProperty to be maintained and operated in a good and workmanlike manner inaccordance with the manner as is being conducted by Seller at the time ofexecution hereof, and will keep the Improvements and Personal Property in goodorder and operating condition (reasonable wear and tear and casualty accepted),causing all necessary repairs, renewals and replacements to be promptly made.Seller will not knowingly use or occupy the Property in a manner thatconstitutes waste or a public or private nuisance or that makes void, voidableor cancelable, or increases the premium of, any insurance then in force withrespect thereto. Seller will not do any act whereby the value of any part ofthe Property may be materially lessened.

 

13.1.2      Seller will advisePurchaser promptly of any change in any applicable laws, regulations,restrictions, rulings, or orders that might affect the value or use of theProperty by Purchaser of which Seller obtains written notice after theEffective Date. Seller will also advise Purchaser promptly of any litigation,arbitration or administrative hearing concerning or affecting the Property ofwhich Seller obtains written notice after the Effective Date.

 

13.1.3      Without obtainingPurchaser’s prior consent, which consent will not be unreasonably withheld,Seller will enter into no lease with respect to any portion of the Propertyunless such lease is on a standard form customarily utilized at the Property andis in conformity with the Seller’s Lease Guidelines; which are attached heretoas Exhibit L.

 

13.1.4      Subject to theprorations prescribed herein, Seller will cause to be paid all trade accounts,costs and expenses of operation and maintenance of the Property incurred andaccruing or due prior to Closing.

 

13.1.5      Seller will notknowingly take any action, which action would have the effect of materiallyviolating any of the Representations and Warranties of Seller set forth in Section 11.1of the Agreement.

 

13.1.6      Seller will not,without the prior written consent of Purchaser, remove any equipment forming apart of the Property except such as is replaced by Seller by an article ofsubstantially equal suitability and value, free and clear of any lien or securityinterest.

 

13.1.7      Intentionally Omitted

 

13.1.8      Seller will not,without Purchaser’s prior written consent, enter into any contracts of acontinuing nature (or any optional renewal of Service Contracts) for

 

24

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services,supplies, or materials affecting the Property that cannot be canceled on thirty(30) days’ notice.

 

13.1.9      Ifany apartment unit is vacated more than five (5) business days prior toClosing, then prior to Closing Seller shall return such unit to rentablecondition in accordance with Seller’s customary cleaning, painting, and repairstandards for vacant units (the condition of such an apartment unit aftercleaning is referred to herein as a “**Rent Ready Condition**”);provided if Seller fails to return any such vacated unit to a Rent ReadyCondition prior to Closing, or a unit is vacated within five (5) businessdays of Closing and Seller fails to return such unit to rent ready condition byClosing, then at Closing Seller shall credit Purchaser an amount equal to thereasonably estimated cost to return such unit to a Rent Ready Condition, up to,but not to exceed, $500.

 

13.1.10 Seller shall maintain its website and related material though theClosing, except that upon Closing, Seller shall remove all references to theSeller as Owner and its property management company, as well as any internetlease concessions.

 

**13.2        Actions Prohibited**.  Seller shallnot, without the prior written approval of Purchaser:

 

#### (i)            make any material structuralalterations or additions to the Property except as (a) in the ordinarycourse of operating the Property, (b) required for maintenance and repair,(c) required by any of the Leases or the Service Contracts or (d) requiredby this Agreement;

####  

#### (ii)           sell, transfer, encumber or changethe status of title of all or any portion of the Property;

####  

#### (iii)          change or attempt to change, directlyor indirectly, the current zoning of the Real Property in a manner materiallyadverse to it; or

####  

#### (iv)          cancel, amend or modify, in a manner materiallyadverse to the Property, any license or permit held by Seller with respect tothe Property or any part thereof which would be binding upon Purchaser afterthe Closing.

####  

**13.3        Modification of Existing Leases and Service Contracts**. Prior to the expiration of the Investigation Period, Seller may cancel,amend and modify any of the Leases and any of the Contracts, providedsuch action is in the ordinary course of business and notice is given toPurchaser within five (5) business days after such action and in any eventat least two (2) business days prior to the expiration of theInvestigation Period.  After theexpiration of the Investigation Period, Seller may not cancel, amend, or modifyany material Service Contracts (except those Purchaser has elected to terminateunder Section 5.6) or Leases, in a manner binding upon Purchaser after theClosing, unless such action is in the ordinary course of business, the ServiceContract is cancelable on thirty (30) days or less notice without penalty orpremium, and unless Seller obtains prior written consent thereof fromPurchaser, which consent shall not be unreasonably withheld.

 

25

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**13.4        New Leases and Contracts**. Prior to the expiration of the Investigation Period (and up and untilthe Closing Date with respect to new leases), Seller may enter into any newlease or service contract affecting the Property, or any part thereof, providedsuch new lease is in conformity with Seller’s Lease Guidelines or otherwiseconsented to in writing by Purchaser and, with respect to service contracts,notice is given to Purchaser within five (5) business days after suchaction and in any event at least two (2) business days prior to theexpiration of the Investigation Period and the service contract is cancelableon thirty (30) days notice, or less without penalty or premium.  After the expiration of the InvestigationPeriod, Seller may not enter into any service contract without Purchaser’sconsent, which consent will not be unreasonably withheld or delayed.  Notwithstanding the preceding sentence, afterthe expiration of the Investigation Period, Seller may enter into any newservice contracts without Purchaser’s consent if doing so is in the ordinarycourse of operating the Property and the contract (i) will not bebinding on Purchaser after Closing unless Purchaser elects prior to Closing toassume such service contract or (ii) is cancelable on thirty (30)days or less notice without penalty or premium.

 

If Seller shall requestPurchaser’s approval to any of the foregoing matters, Purchaser shall have five(5) days from its receipt of such request to give Seller notice of itsapproval or disapproval of such matter. If Purchaser does not give such notice, such matter shall be deemedapproved by Purchaser.

 

**13.5        Right to Cure**.  If any titledefect or other matter which would entitle Purchaser to terminate thisAgreement shall first arise after Purchaser notifies Seller of its TitleObjections pursuant to Section 5.3 and prior to the Closing or ifSeller shall have breached any representation or warranty hereunder, Seller mayelect, by written notice to Purchaser, to cure such title defect or othermatter by causing it to be removed, insured over or bonded to cure such breachand Seller may adjourn the Closing for up to thirty (30) days to do so.  Nothing contained in this Section 13.5shall require Seller to cure any such title defect or other matter or to incurany liability or expense to do so.

 

# **ARTICLE XIV**

# ** **

# **NOTICES**

# ** **

All notices, demands orother communications given hereunder shall be in writing and shall be deemed tohave been duly delivered (i) upon the delivery (or refusal toaccept delivery) by messenger or overnight express delivery service (or, ifsuch date is not on a business day, on the business day next following suchdate), or (ii) on the third (3rd) business day next following thedate of its mailing by certified mail, postage prepaid, at a post officemaintained by the United States Postal Service, or (iii) upon thereceipt by facsimile transmission as evidenced by a receipt transmission report(followed by next day delivery by one of the other means identified in (i)-(ii)),addressed as follows:

 

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If to Purchaser, to:

 

Behringer HarvardMultifamily OP I LP

Attn: Mark T. Alfieri,Senior Vice President

15601 Dallas Parkway,#600

Addison, Texas 75001

Facsimile:  (214) 655-1610

 

with a copy to:

 

Robert L. Abbott, P.C.

Attn:  Robert L. Abbott

2828 Routh Street, Suite 500

Dallas, Texas 75201

Facsimile:  (214) 848-9823

 

If to Seller, to:

 

SAF Burroughs Mill LLC

c/o BlackRock RealtyAdvisors, Inc.

50 California Street — Suite 200

San Francisco, California94111

Attention: Theodore P.Koros, Managing Director

Facsimile: (415) 835-0962

 

with a copy to:

 

c/o BlackRock RealtyAdvisors, Inc.

300 Campus Drive, 3rd Floor,

Florham Park, New Jersey07932

Attention: MarioMirabelli, Director

Facsimile: (646) 521-4990

 

and

 

Goodwin Procter LLP

Exchange Place

Boston, Massachusetts02109

Attention:  Lawrence R. Cahill, Esq.

Facsimile:  (617) 227-8591

 

27

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If to EscrowAgent, to:

 

Partners Title Company

712 Main Street, Suite 2000E

Houston, Texas 77002-3218

Attention:  RenoHartfiel, Executive VP/General Counsel

Facsimile: (713) 238-9199

 

Any party may, bynotice given as aforesaid, change the address or addresses, or designate anadditional address or additional addresses, for its notices, provided, however,that no notice of a change of address shall be effective until actual receiptof such notice.

 

# **ARTICLE XV**

# ** **

# **TRANSFER OF POSSESSION**

# ** **

**15.1        Transfer of Possession**.  Possession ofthe Property shall be transferred to Purchaser at the time of Closing subjectto the Permitted Exceptions.

 

**15.2        Delivery of Documents at Closing**. At the time of Closing, Seller shall deliver to Purchaser originals orcopies of any additional documents, instruments or records in the possession ofSeller or its agents which are necessary for the ownership and operation of theProperty.

 

# **ARTICLE XVI**

# ** **

# **GENERAL PROVISIONS**

# ** **

**16.1        Captions**.  Captions inthis Agreement are inserted for convenience of reference only and do notdefine, describe or limit the scope or the intent of this Agreement or any ofthe terms hereof.

 

**16.2        Exhibits**.  All exhibitsreferred to herein and attached hereto are a part hereof.

 

**16.3        Entire Agreement**.  ThisAgreement contains the entire agreement between the parties relating to thetransaction contemplated hereby and all prior or contemporaneous agreements,understandings, representations and statements, oral or written, are mergedherein.

 

**16.4        Modification**.  Nomodification, waiver, amendment, discharge or change of this Agreement shall bevalid unless the same is in writing and signed by the party against which theenforcement of such modification, waiver, amendment, discharge or change is ormay be sought.

 

**16.5        Attorneys’ Fees**.  Should anyparty hereto employ an attorney for the purpose of enforcing or construing thisAgreement, or any judgment based on this Agreement, in any legal proceedingwhatsoever, including insolvency, bankruptcy, arbitration, declaratory reliefor other litigation, the prevailing party shall be entitled to receive from theother party or parties thereto 

 

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reimbursement forall reasonable attorneys’ fees and all costs, whether incurred at the trial orappellate level, including but not limited to service of process, filing fees,court and court reporter costs, investigative costs, expert witness fees andthe cost of any bonds, whether taxable or not, and such reimbursement shall beincluded in any judgment, decree or final order issued in that proceeding.  The “prevailing party” means the party inwhose favor a judgment, decree, or final order is rendered.

 

**16.6        Governing Law**.  ThisAgreement shall be construed and enforced in accordance with the laws of theState in which the Property is located.

 

**16.7        Time of Essence**.  Time is ofthe essence to this Agreement and to all dates and time periods set forthherein.

 

**16.8        Survival of Warranties**.  Only thosewarranties and representations contained in Sections 11.1 and 11.2and the provisions of Section 11.3 shall survive the Closing, thedelivery of the Deed and the payment of the Purchase Price, providedthat (i) such representations and warranties (but not suchprovisions) shall cease and terminate nine (9) months after the date ofClosing, except in respect of any representation or warranty as to whichPurchaser or Seller, as the case may be, shall have commenced, on or beforesuch nine (9) month anniversary, a legal proceeding based on the breachthereof as of the date of Closing, and then only for so long as such proceedingshall continue and limited to the breach therein claimed, (ii) Sellershall have no liability to Purchaser with respect thereto unless and until thedamages suffered by Purchaser as a result thereof shall equal or exceed $25,000in the aggregate, and (iii) the maximum total liability for whichSeller shall be responsible with respect to all representations and warrantiesshall not exceed the Maximum Liability Cap in the aggregate.  Unless otherwise expressly herein stated tosurvive, all other representations, covenants, indemnities, conditions andagreements contained herein shall merge into and be superseded by the variousdocuments executed and delivered at Closing and shall not survive theClosing.  Seller shall have no liabilityto Purchaser after Closing for any matter disclosed by Seller pursuant to theterms of this Agreement or disclosed to Purchaser prior to Closing.

 

**16.9        Assignment by Purchaser**.  Purchaser maynot assign its rights under this Agreement.  Notwithstanding theforegoing, Purchaser may upon written notice to Seller assign its rights underthis Agreement to (a) any affiliate or direct or indirect subsidiary ofPurchaser, or (b) any entity in which Purchaser, or the principalsthereof, have control as defined herein, provided that in eachinstance’ Purchaser remains liable for Purchasers obligations hereunder.  For purposes of this Section 16.9,an “affiliate” means (i) any entity that controls, is controlled by, or isunder common control, with the entity in question, or (ii) any investmentprogram or any of its affiliates, or direct or indirect subsidiaries, sponsoredby Behringer Harvard Holdings, LLC.  The term “control” means thepossession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of an entity, whether through theownership of voting securities or otherwise

 

**16.10      Severability**.  If any term,covenant, condition, provision or agreement herein contained is held to beinvalid, void or otherwise unenforceable by any court of competentjurisdiction, the fact that such term, covenant, condition, provision oragreement is invalid, void 

 

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or otherwiseunenforceable shall in no way affect the validity or enforceability of anyother term, covenant, condition, provision or agreement herein contained.

 

**16.11      Successors and Assigns**.  All terms ofthis Agreement shall be binding upon, inure to the benefit of and beenforceable by, the parties hereto and their respective legal representatives,successors and assigns (subject to Section 16.9).

 

**16.12      Interpretation**.  Seller andPurchaser acknowledge each to the other that both they and their counsel havereviewed and revised this Agreement and that the normal rule ofconstruction to the effect that any ambiguities are to be resolved against thedrafting party shall not be employed in the interpretation of this Agreement orany amendments or exhibits hereto.

 

**16.13      Counterparts**.  ThisAgreement may be executed in any number of counterparts, each of which soexecuted shall be deemed an original; such counterparts shall togetherconstitute but one agreement.

 

**16.14      Recordation**.  ThisAgreement may not be recorded and any attempt to do so shall be of no effectwhatsoever.

 

**16.15      Limitation on Liability**.  In any actionbrought to enforce the obligations of Seller under this Agreement or any otherdocument delivered in connection herewith, the judgment or decree shall besubject to the provisions of Section 16.8 and shall, otherwise inany event, be enforceable against Seller only up to an amount not to exceed2.5% of the Purchase Price (“**Maximum Liability Cap**”).  In connection with this Agreement, Advisor isacting as the investment adviser to Seller and shall not have any individualliability hereunder.  No shareholder,officer, employee or agent of or consultant to Advisor or of or to Seller shallbe held to any personal liability hereunder, and no resort shall be had totheir property or assets, or the property or assets of Advisor for thesatisfaction of any claims hereunder or in connection with the affairs ofAdvisor.  Furthermore, Seller’s liabilityunder this Agreement is explicitly limited to Seller’s interest in theProperty, including any proceeds thereof. Purchaser shall have no recourse against any other property or assets ofSeller, if any, any assets of Advisor, or to any of the past, present orfuture, direct or indirect, shareholders, partners, members, managers,principals, directors, officers, agents, incorporators, affiliates orrepresentatives of Seller or the Advisor (collectively, “**SellerParties**”) or of any of the assets or property of any of theSeller Parties for the payment or collection of any amount, judgment, judicialprocess, arbitral award, fee or cost or for any other obligation or claimarising out of or based upon this Agreement and requiring the payment of moneyby Seller.  Except as otherwise expresslyset forth in this Agreement, neither Seller nor any Seller Party shall besubject to levy, lien, execution, attachment or other enforcement procedure forthe satisfaction of any of Purchaser’s rights or remedies under or with respectto this Agreement, at law, in equity or otherwise.  Purchaser shall not seek enforcement of anyjudgment, award, right or remedy against any property or asset of Seller or anySeller Parties other than Seller’s interest in the Property or any proceedsthereof.  The provisions of this Section shallsurvive the termination of this Agreement.

 

**16.16      Possession of Advisor**.  As used inthis Agreement, the “possession” or “receipt” of a document, notice or similarwriting by Seller shall be deemed to be only the possession, receipt or noticeof such document by Advisor.

 

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**16.17      Business Day**.  As used inthis Agreement, “business day” shall be deemed to be any day other than a dayon which banks in the state of New Jersey shall be permitted or required toclose.

 

**16.18      Waiver of Jury Trial**.  PURCHASER ANDSELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO ATRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDEROR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED TO BEEXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,STATEMENTS (WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUTOF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDINGWITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT OR ANYCLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR ISOTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TOENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BYPURCHASER AT CLOSING, AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THISAGREEMENT.  Each party hereby authorizesand empowers the other to file this Section 16.18 and thisAgreement with the clerk or judge of any court of competent jurisdiction as awritten consent to waiver of jury trial.

 

# **ARTICLE XVII**

# ** **

# **ESCROW AGENT DUTIES ANDDISPUTES**

# ** **

**17.1        Other Duties of Escrow Agent**. Escrow Agent shall not be bound in any way by any other agreement orcontract between Seller and Purchaser, whether or not Escrow Agent hasknowledge thereof.  Escrow Agent’s onlyduties and responsibilities with respect to the Deposit shall be to hold theDeposit and other documents delivered to it as agent and to dispose of theDeposit and such documents in accordance with the terms of this Agreement.  Without limiting the generality of the foregoing,Escrow Agent shall have no responsibility to protect the Deposit and shall notbe responsible for any failure to demand, collect or enforce any obligationwith respect to the Deposit or for any diminution in value of the Deposit fromany cause, other than Escrow Agent’s gross negligence or willfulmisconduct.  In the event of any disputehereunder, Escrow Agent may, at the expense of Seller and Purchaser, consultwith counsel and accountants in connection with its duties under thisAgreement.  Escrow Agent shall not beliable to the parties hereto for any act taken, suffered or permitted by it ingood faith in accordance with the advice of counsel and accountants.  Escrow Agent shall not be obligated to takeany action hereunder that may, in its reasonable judgment, result in anyliability to it unless Escrow Agent shall have been furnished with reasonableindemnity satisfactory in amount, form and substance to Escrow Agent.

 

**17.2        Disputes**.  Escrow Agentis acting as a stakeholder only with respect to the Deposit.  If there is any dispute as to whether EscrowAgent is obligated to deliver the Deposit or as to whom the Deposit is to bedelivered, Escrow Agent shall not make any delivery, but shall hold the Deposituntil receipt by Escrow Agent of an authorization in writing, signed by all theparties having an interest in the dispute, directing the disposition of theDeposit, or, in the

 

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absence ofauthorization, Escrow Agent shall hold the Deposit until the finaldetermination of the rights of the parties in an appropriate proceeding.  Escrow Agent shall have no responsibility todetermine the authenticity or validity of any notice, instruction, instrument,document or other item delivered to it, and it shall be fully protected inacting in accordance with any written notice, direction or instruction given toit under this Agreement and believed by it to be authentic.  If written authorization is not given, orproceedings for a determination are not begun, within thirty (30) days afterthe date scheduled for the closing of title and diligently continued, EscrowAgent may, but is not required to, bring an appropriate action or proceedingfor leave to deposit the Deposit with a court of the State of New Jerseypending a determination.  Escrow Agentshall be reimbursed for all costs and expenses of any action or proceeding,including, without limitation, attorneys’ fees and disbursements incurred inits capacity as Escrow Agent, by the party determined not to be entitled to theDeposit.  Upon making delivery of theDeposit in the manner provided in this Agreement, Escrow Agent shall have nofurther liability hereunder.  In no eventshall Escrow Agent be under any duty to institute, defend or participate in anyproceeding that may arise between Seller and Purchaser in connection with theDeposit.

 

**17.3        Reports**.  Escrow Agentshall be responsible for the timely filing of any reports or returns requiredpursuant to the provisions of Section 6045(e) of the Internal RevenueCode of 1986 (and any similar reports or returns required under any state orlocal laws) in connection with the closing of the transaction contemplated bythis Agreement.

 

[Remainder of Page IntentionallyLeft Blank]

 

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**IN WITNESS WHEREOF**, this Agreement has been executed as ofthe date first set forth above.

 
| ** ** | **SELLER**:                                                      |
|------------|------------------------------------------------------------------|
|       |                                                             |
| ** ** | **SAF BURROUGHS MILL LLC**, a Delaware limited liability company |
|       |                                                             |
|       | By:                                                              | BlackRock Strategic  Apartment Fund LP, a Delaware limited partnership, its sole member |
|       |                                                             |   |
|       |                                                             | By: | BlackRock Strategic  Apartment Fund, LLC, a Delaware limited liability company, its general  partner |
|       |                                                             |   |   |
|       |                                                             |   | By: | BlackRock Strategic  Apartment Fund, Inc., a Maryland [corporation], its sole member |
|       |                                                             |   |   |   |
|       |                                                             |   |   | By: | /s/ Ronald E. Zuzack |
|       |                                                             |   |   |   | Name: Ronald E. Zuzack |
|       |                                                             |   |   |   | Title: Vice President |

 

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| ** ** | **PURCHASER**:                                                             |
|------------|----------------------------------------------------------------------------|
|       |                                                                       |
| ** ** | **BEHRINGER HARVARD MULTIFAMILY  OP I LP,**a  Delaware limited partnership |
|       |                                                                       |
|       | By:                                                                        | BHMF, Inc., a  Delaware corporation, its general partner |
|       |                                                                       |   |
|       |                                                                       |   |
|       |                                                                       | By: | /s/ Mark T. Alfieri |
|       |                                                                       |   | Mark T. Alfieri |
|       |                                                                       |   | Chief Operating Officer |

 

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**CONSENTAND AGREEMENT OF ESCROW AGENT**

 

The undersigned EscrowAgent hereby agrees to (i) accept the foregoing Agreement, (ii) beescrow agent under said Agreement, and (iii) be bound by saidAgreement in the performance of its duties as escrow agent.

 
| ** ** | PARTNERS TITLE COMPANY |
|------------|------------------------|
|       |                   |
|       |                   |
|       | By:                    | /s/ Reno Hartfiel |
|       |                   | Reno Hartfiel |
|       |                   | Executive Vice  President and General Counsel |

 

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