Exhibit 10.14

PURCHASE AND SALE CONTRACT

BETWEEN

FOX RUN AP XI, L.P.
a South Carolina limited partnership

AS SELLER

AND

ANGELO GORDON REAL ESTATE INC.,
a Delaware corporation

AS PURCHASER

FOX RUN APARTMENTS
60 FOX RUN DRIVE

PLAINSBORO, MIDDLESEX COUNTY, NEW JERSEY

TABLE OF CONTENTS

Page

EXHIBITS AND SCHEDULES

EXHIBITS

SCHEDULES

PURCHASE AND SALE CONTRACT

THIS PURCHASE AND SALE CONTRACT (this “ Contract ”) is entered into as of the 8 ^th day of July, 2009 (the “ Effective Date ”), by and between FOX RUN AP XI, L.P., a South Carolina limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”), and ANGELO GORDON REAL ESTATE INC. , a Delaware corporation, having a principal address at 245 Park Avenue, 26 ^h Floor, New York New York 10167 (“ Purchaser ”).

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

RECITALS

Seller owns the real estate located in Middlesex County, New Jersey, as more particularly described in Exhibit A attached hereto and made a part hereof, and the improvements thereon, commonly known as Fox Run Apartments.

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

ARTICLE 1
DEFINED TERMS

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

ARTICLE 2
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1       Purchase and Sale.

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

2.2       Purchase Price and Deposit . 

2.2.1    Subject to adjustment pursuant to the terms of subsection 2.2.2 and 2.2.3 below and elsewhere in this Contract, the total purchase price (“ Purchase Price ”) for the Property shall be an amount equal to Seventy Million Three Hundred Fifty Thousand  Dollars ($70,350,000.00).

2.2.2    The Purchase Price has been agreed upon based upon an assumed tax assessed value for the Property for 2009 of Sixty Six Million Dollars ($66,000,000) (the “ Assumed Assessed Value ”).  Purchaser acknowledges that Seller is currently contesting the 2009 assessed value for the Property, and is in negotiations with the Township of Plainsboro to establish the final agreed upon assessed value for the Property for 2009 (the “ Final Actual Assessed Value ”).  If (x) the Final Assessed Value has been established prior to the Closing, and (y) the Final Assessed Value is greater than the Assumed Assessed Value, then at the Closing the Purchase Price shall be reduced by an amount (the “ Purchase Price Reduction Amount ”) equal to the excess of the Final Assessed Value over the Assumed Assessed Value, times the tax rate (i.e. the mill rate) for calendar year 2009, multiplied by five (5).  For illustration purposes only, if the Final Assessed Value is $68,000,000 and the 2009 tax rate is 2.1%, then the Purchase Price Reduction Amount would be equal to [($68,000,000 - $66,000,000 = $2,000,000) x 2.1% = $42,000] x 5 = $210,000. 

2.2.3    If (x) the Final Assessed Value has been established prior to the Closing, and (y) the Final Assessed Value is less than the Assumed Assessed Value, then at the Closing the Purchase Price shall be increased by an amount (the “ Purchase Price Increase Amount ”) equal to the excess of the Assumed Assessed Value over the Final Assessed Value, times the tax rate (i.e. the mill rate) for calendar year 2009, multiplied by five (5).  For illustration purposes only, if the Final Assessed Value is $64,000,000 and the 2009 tax rate is 2.1%, then the Purchase Price Increase Amount would be equal to [($66,000,000 - $64,000,000 = $2,000,000) x 2.1% = $42,000] x 5 = $210,000.

2.2.4    If the Final Assessed Value has not been established prior to the Closing, then within thirty (30) days after the Final Assessed Value has been determined, (i) if the Final Assessed Value is greater than the Assumed Assessed Value, Seller shall pay the Purchase Price Reduction Amount to Purchaser  and (ii) if the Final Assessed Value is less than the Assumed Assessed Value, Purchaser shall pay the Purchase Price Increase Amount to Seller.  Seller shall (x) be responsible for paying any additional transfer taxes that may be payable on the Purchase Price Increase Amount, (y) have the right to seek a refund of a portion of the transfer taxes that may have been paid in respect of the Purchase Price Reduction Amount, as the case may be.  Purchaser shall cooperate with Seller in connection with filing any supplemental transfer tax returns with respect to the foregoing provided Purchaser shall have no liability with regard thereto. The terms and provisions of this subsection shall survive the Closing.

2.2.5    No later than Wednesday, July 8, 2009, Purchaser shall deliver to First American Title Insurance Company of New York, 633 Third Avenue, New York, New York 10017, Attention: Linda J. Isaacson, Telephone: (212) 850-0664; Fax: (212) 331-1467 (“ Escrow Agent ” or “ Title Insurer ”) a deposit (the “ Deposit ”) of  Three Million  Five Hundred Thousand Dollars ($3,500,000.00) by wire transfer of immediately available funds (“ Good Funds ”) .

2.2.6    The balance of the Purchase Price for the Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 1:00 p.m. on the Closing Date.

2.3       Escrow Provisions Regarding Deposit .

2.3.1    Escrow Agent shall hold the Deposit in an FDIC insured account as Purchaser, in its reasonable discretion, deems suitable. Seller and Purchaser acknowledge that such account may not be interest bearing.  All interest and income that accrues on the Deposit (if any) shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.  At Closing, Purchaser shall receive a credit against the Purchase Price in the amount of all interest that accrues on the Deposit (if any).  Promptly after the Effective Date, Purchaser shall execute and deliver a Form W-9 to Escrow Agent. 

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

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

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

2.3.5    The parties shall deliver to Escrow Agent an executed copy of this Contract.  Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of this Section  2.3.

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

ARTICLE 3
purchaser’s access rights; property contracts

3.1       Purchaser’s Access Rights .

  Subject to the terms of Section 3.2 and 3.3 and the rights of Tenants under the Leases, Purchaser, its prospective lenders, and their respective  agents, contractors, engineers, surveyors, attorneys, and employees (collectively, " Consultants ") shall, at no cost or expense to Seller, have the right from time to time to enter onto the Property to conduct and make any and all customary studies, tests, examinations, inquiries, inspections and investigations of or concerning the Property (including, without limitation, touring apartment units, subject to the rights of Tenants), review the Materials and otherwise confirm any and all matters which Purchaser may desire to confirm with respect to the Property and Purchaser’s intended use thereof (collectively, the “ Inspections ”), subject to Purchaser complying with the obligations set forth below. 

3.2       Conduct of Investigation .

  Purchaser shall not permit any mechanics’ or materialmen’s liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any Inspections conducted by or for Purchaser.  Purchaser shall give reasonable advance notice to Seller (which may be notice may be oral and shall be given not less than 24 hours prior to such entry) prior to any entry onto the Property and shall permit Seller to have a representative present, at Seller’s expense, during all Inspections conducted at the Property; provided that Seller’s right to have Seller’s representatives accompany Purchaser’s representatives shall not delay or prohibit any such Inspection.  All Inspections shall be conducted between the hours of 9:00 a.m. and 5:00 p.m. on Business Days, unless otherwise consented to by Seller, which consent shall not be unreasonably withheld.  Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the Inspections, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons, property or the environment. 

3.3       Purchaser Indemnification .

3.3.1    Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel reasonably approved by Seller; any counsel selected by Purchaser’s insurer being hereby approved by Seller) Seller, together with Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including Seller, “ Seller’s Indemnified Parties ”), from and against any and all damages, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “ Losses ”) arising from Purchaser’s or its Consultants’ entry onto the Property and any Inspections; provided in no event shall Purchaser be liable hereunder for any claims or liabilities (including, without limitation, any claims related to diminution in value of the Property) to the extent arising or resulting from (i) gross negligence or willful misconduct of Seller, or any of Seller’s affiliates, managers, agents, contractors, employees or other representatives or (ii) the discovery (as opposed to the exacerbation) of any pre-existing condition affecting the Property or any defect or liability discovered at the Property in connection with any investigation.

3.3.2    Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on the Property without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.  If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a reasonably detailed description and plan of the invasive tests Purchaser desires to perform (including the location of any soil penetrations, borings and the like).  Seller shall, within three (3) Business Days after receiving such notice from Purchaser, approve or disapprove such invasive testing.  Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of the Property), investigations and other matters that in Seller’s reasonable judgment could result in any injury to the Property or breach of any contract, or expose Seller to any Losses or violation of applicable law, or otherwise adversely affect the Property or Seller’s interest therein.  Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section.  No consent by Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller.  Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, the Property to the substantially same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III.  Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state in which the Property is located.  Purchaser shall deliver proof of the insurance coverage required pursuant to this Section  3.3.2 to Seller (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto the Property.

3.4       Property Materials .

3.4.1    To the extent the same exist and are in Seller’s possession or reasonable control (subject to Section  3.4.2) Seller has heretofore provided to Purchaser the documents set forth on Schedule 4 (together with any other documents or information provided by Seller or its agents to Purchaser with respect to the Property, the “ Materials ”) or has made the same available to Purchaser on a secure web site (Purchaser agrees that any item to be delivered by Seller under this Contract shall be deemed delivered to the extent available to Purchaser on such secured web site).  To the extent that Purchaser determines that any of the Materials have not been made available or delivered to Purchaser pursuant to this Section  3.4.1or Purchaser requests any other document or material related to the Property, Purchaser shall notify Seller and Seller shall use commercially reasonable efforts to promptly deliver the same to Purchaser.

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

3.5       Property Contracts .

  No later than five (5) Business Days prior to the Closing Date, Purchaser may deliver written notice to Seller (the “ Property Contracts Notice ”) specifying any Property Contracts which Purchaser desires to terminate at the Closing (the “ Terminated Contracts ”); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, (b) if any such Property Contract cannot by its terms be terminated at Closing, it shall be assumed by Purchaser and not be a Terminated Contract, and (c) to the extent that any such Terminated Contract requires payment of a penalty, premium, or damages, including liquidated damages, for cancellation, Seller shall be solely responsible for the payment of any such cancellation fees, penalties, or damages, including liquidated damages.  If Purchaser fails to deliver the Property Contracts Notice on or before the date specified above, there shall be no Terminated Contracts and Purchaser shall assume all Property Contracts at the Closing.  If Purchaser delivers the Property Contracts Notice to Seller on or before the date specified above, then Seller shall execute vendor termination notices (in the form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the “ Vendor Terminations ”) and, at Closing, deliver them to all applicable vendors and provide proof of delivery to Purchaser.  To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Seller shall attempt to obtain from each applicable vendor a consent (each a “ Required Assignment Consent ”) to such assignment, and shall be responsible for taking any curative action or paying any fee necessary to assign any Property Contract to be assigned to Purchaser (and if any such consent is not obtained by Seller, such Property Contract(s) shall be terminated at Closing by Seller, at Seller’s expense).  Notwithstanding anything to the contrary contained in this Section 3.5 , at Closing, Purchaser shall assume the Property Contracts set forth on Schedule 6 attached hereto and none of such Property Contracts shall be Terminated Contracts.  The obligations of Seller set forth in this Section 3.5 shall survive the Closing. 

ARTICLE 4
TITLE

4.1       Title . 

4.1.1    Purchaser acknowledges that prior to the Effective Date, Purchaser has received from the Title Insurer, and has reviewed, a commitment for owner’s title insurance identified as Commitment No. NCS-400512-NY, effective as of May 30, 2009 (" Title Commitment ") to provide a standard American Land Title Association owner’s title insurance policy for the Property, using the current policy jacket customarily provided by the Title Insurer, in an amount equal to the Purchase Price (the " Title Policy "), together with copies of all instruments identified as exceptions therein (together with the Title Commitment, referred to herein as the " Title Documents "). Notwithstanding anything to the contrary contained herein, Purchaser may elect to have the title insurance for the Property issued 50% directly by First American Title Insurance Company of New York  and 50% by Stewart Title Guaranty Company (which may be written through a title agent on behalf of Stewart Title Guaranty Company), on a co-insurance basis, provided, however, in all events, (i) First American Title Insurance Company of New York shall be the sole lead agent and (ii) Stewart Title Guaranty Company agrees to issue its co-insurance based solely on the form of title insurance policy that First American Title Insurance Company of New York is prepared to issue to Purchaser.  Purchaser shall be solely responsible for payment of all title premiums and other costs relating to procurement of the Title Commitment, the Title Policy, and any requested endorsements. 

4.1.2    Intentionally Omitted.

4.1.3    Seller hereby agrees to do each of the following on or before the Closing Date:

4.1.3.1 To release or cause to be released of record all mortgage or deed of trust liens, assignments of leases or rents (and any other documents recorded in connection with such mortgage or other financing) or other liens against such Property for purchase price or borrowed money, including, without limitation, as described in Section 4.4 ;

4.1.3.2 To pay or otherwise satisfy in full, or otherwise cause to be deleted from the Title Commitment (either by obtaining a full release of record of, bonding over or escrowing with the Title Company) all items that are not Permitted Exceptions and that can be satisfied by payment of a liquidated amount (including, without limitation, all mechanic’s and materialsmen’s liens and/or notices of liens filed against the Property or any portion of the Property and all real estate or personal property taxes that constitute a lien on the Property and that are due and payable as of the Closing Date, subject to proration pursuant to Section 5.4 below), together with any and all interest and penalties thereon (the items described in Sections 4.1.3.1 and 4.1.3.2 being referred to as “ Monetary Liens ”). 

4.1.3.3 To use commercially reasonable efforts to pay or otherwise satisfy in full, or otherwise cause to be deleted from the Title Commitment (either by obtaining a full release of record of, bonding over, indemnifying or escrowing with the Title Company) all title exceptions that are capable of being removed or cured by Seller, other than Permitted Exceptions (excluding Monetary Liens which are addressed in Section 4.1.3.2 above), provided, however, Seller shall have no obligation to commence any action or pursue any litigation in order to cure (or otherwise remove) any such title exceptions.

4.2       Survey .

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

4.3       Permitted Exceptions .

  The Property shall be sold and conveyed subject only to the following, all of which shall be deemed “ Permitted Exceptions ”:

4.3.1    All matters set forth on Schedule 5 to this Contract;

4.3.2    The title exceptions that the Title Insurer shall be willing to omit as exceptions to coverage;

4.3.3    The standard exception pertaining to taxes, which shall be limited to taxes and assessments payable in the year in which the Closing occurs which are a lien not yet due and payable, and subsequent taxes and assessments;

4.3.4    All Leases but solely with regard to the rights of tenants as tenants only with no right or option to purchase all or any portion of the Property;

4.3.5    Applicable zoning and governmental regulations and ordinances; and

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

4.4       Existing Deed of Trust.

  It is understood and agreed that any deeds of trust and/or mortgages which encumber the Property and all documents relating thereto (collectively, the “ Deed of Trust ”) shall not be deemed Permitted Exceptions, whether Purchaser gives further written notice of such or not, and shall be paid off, satisfied, discharged and cured from proceeds of the Purchase Price at Closing and omitted from the Title Commitment.

4.5       Subsequently Disclosed Exceptions . 

4.5.1    If at any time after the Effective Date, any update to the Title Commitment or Existing Survey (or new Survey) discloses any additional item  that was not disclosed on the Existing Survey or the initial Title Commitment which is not a Permitted Exception (the " New Exception "), Purchaser shall have a period of 5 Business Days from the date of its receipt of such update (the " New Exception Review Period ") to review and notify Seller in writing of Purchaser's approval or disapproval of the New Exception (in Purchaser’s sole discretion).  If Purchaser disapproves of the New Exception, Seller shall use commercially reasonable efforts to cause the Title Insurer to omit such New Exception as an exception to title insurance coverage, either by obtaining a full release of record of, bonding over, indemnifying or escrowing with the Title Company) the New Exception, provided, however, Seller shall have no obligation to commence any action or pursue any litigation in order to cure (or otherwise remove) such New Exception.  Seller shall be entitled to reasonable adjournments of the Closing Date not to exceed 10 days to cure the New Exception.  If Purchaser is dissatisfied with Seller's attempts to cure or the results thereof (in Purchaser’s sole discretion), Purchaser may, as its exclusive remedy elect either:  (i) to terminate this Contract, in which event the Deposit shall be promptly returned to Purchaser and neither party shall have any further obligations under this Contract except for the Survival Provisions or (ii) to waive the New Exception and proceed with the transactions contemplated by this Contract, in which event Purchaser shall be deemed to have approved the New Exception.  The provisions of this Section 4.5.1 do not apply to Voluntary Encumbrances.

4.5.2    Except as provided in Section 7.3 , any new exception or encumbrance to title which is created or permitted by Seller, its affiliates or agents between the Effective Date and Closing without the written consent of Purchaser (each such exception or encumbrance being hereinafter referred to as a “ Voluntary Encumbrance ”), shall be removed of record by Seller at the Closing at Seller’s cost by causing Title Insurer to omit such Voluntary Encumbrance as an exception to title insurance coverage.  The provisions of this Section 4.5.2 do not apply to exceptions and encumbrances, the creation of which are beyond the control of Seller, which are addressed in Section 4.5.1 .

4.6       Purchaser Financing .

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

4.7       Housing Assistance Program Vouchers .

  Purchaser acknowledges that the HAP Voucher Contract(s) require(s) the satisfaction by Purchaser of certain requirements as set forth therein and established by the Housing Authority to allow for the HAP Voucher Assumption. Purchaser agrees that, at the Closing, either, at Purchaser’s election, (a) Purchaser shall assume all obligations under the HAP Voucher Contracts and accept title to the Property subject to the same, or (b) the existing HAP Voucher Contracts shall be terminated, and Purchaser shall enter into replacement HAP Voucher Contracts which are acceptable to the Housing Authority (collectively, the foregoing (a) and (b) referred to herein as the " HAP Voucher Assumption ").  Purchaser shall indemnify and hold the Seller and the Seller’s Indemnified Parties harmless from and against any and all claims, losses, damages, and expenses (including reasonable attorneys’ fees) that may be incurred by Seller and/or any of the Seller’s Indemnified Parties in connection with Purchaser’s assumption of the HAP Voucher Contracts or the failure of Purchaser to enter into a replacement HAP Voucher Contracts as aforesaid, or otherwise arising as a result of Purchaser’s performance of, or failure to perform, under the HAP Voucher Contracts from and after the Closing Date.  Seller shall indemnify and hold  Purchaser harmless from and against any and all claims, losses, damages, and expenses (including reasonable attorneys’ fees) arising as a result of Seller’s performance of, or failure to perform, under the HAP Voucher Contracts prior to the Closing Date.  The terms and provisions of this Section shall survive the Closing.

ARTICLE 5
CLOSING

5.1       Closing Date .

  The Closing shall occur on July 20, 2009 at the time set forth in Section  2.2.6 (the “ Closing Date ”) through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.

5.2       Seller Closing Deliveries .

  No later than 1 Business Day prior to the Closing Date (or on such other date specified below), Seller shall deliver (or cause to be delivered) to Escrow Agent (or Purchaser if specified below), each of the following items:

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

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

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

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

5.2.5    A countersigned counterpart of the closing statement prepared by Escrow Agent.

5.2.6    A title affidavit or an indemnity, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment and satisfy the requirements in Schedule B-1 to the Title Commitment (to the extent such requirements pertain to Seller).

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

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

5.2.9    (i) No later than three (3) Business Days prior to Closing, Seller shall deliver to Purchaser (A) an updated Rent Roll, schedule of aged rent arrears and tenant security deposit ledger, and (B) a collections report dated as of such date (which Rent Roll, ledger and report shall be used to calculate the rental prorations on the closing statement to be executed by the parties at the Closing); and (ii) for purposes of re-calculating the prorations through  the Closing Date in accordance with Section 5.5 below, Seller shall, within two (2) Business Days after the Closing, deliver to Purchaser an updated version of each of the items described in clause (i) (which shall show all rents, arrears, Tenant Security Deposits updated through and including the Closing Date);

5.2.10  An updated Property Contracts List effective as of the Closing Date.

5.2.11  State of New Jersey Form RTF-1, Affidavit for Consideration for Use by Seller, executed by Seller.

5.2.12  To the extent in Seller’s possession or control, originals or copies of Seller’s Property-Related Files and Records shall be transferred to Purchaser in accordance with Section 5.4.11 hereof.

5.2.13  A written notice executed by Seller and addressed to all Tenants under Leases (A) advising each such Tenant of (1) the assignment of its Lease and any security deposit being held by Seller to Purchaser and (2) the sale of the Property to Purchaser, and (B) indicating that the rent payable by such Tenant should thereafter be paid to Purchaser and giving instructions therefor, such notice to be substantially in the form annexed hereto as Exhibit G or such other form that Purchaser reasonably requests.

5.2.14  Copies of the Vendor Terminations and notices to the vendors under the Property Contracts being assumed by Purchaser in form reasonably required by Purchaser.

5.2.15  A certificate of Seller indicating that the representations and warranties of Seller set forth in this Contract are true and correct as of the Closing Date in all material respects, provided that such certificate shall be subject to the limitations set forth in Section 6.3 hereof.

5.2.16  An Assignment and Assumption of Landlord/Tenant Actions, pursuant to which Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any landlord/tenant actions, in the form attached as Exhibit I (“ Assignment of Landlord/Tenant Actions ”). In addition, after the Closing, Seller shall execute and deliver such additional documents as Purchaser may reasonably request and otherwise cooperate with Purchaser, at no cost or expense to Seller, to effectuate transfer of the Landlord/Tenant actions to Purchaser (which obligation shall survive the Closing).

5.2.17  Such documents as may be necessary to transfer title to the vehicles listed on Schedule 12 attached hereto, including any registration of title for such vehicles (with Seller being responsible for the sales tax and other costs of the transfer).

5.2.18  Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract or are otherwise required pursuant to any provision of this Contract.

5.2.19  Evidence of the termination of all contracts and leases with affiliates of Seller or the Seller’s Property Manager.

5.2.20  A certificate from AIMCO Properties, L.P. confirming the indemnity set forth in Section 14.2 hereof.

5.2.21  A certificate from AIMCO Properties, L.P. confirming the guaranty obligations set forth in the signature page for AIMCO Properties, L.P attached hereto.

5.3       Purchaser Closing Deliveries .

  No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section  2.2.6), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items: 

5.3.1    The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract, including, without limitation, the adjustment to be made pursuant to Section 2.2 above.

5.3.2    If required by the assessor, any declaration or other statement which may be required to be submitted to the local assessor.

5.3.3    A countersigned counterpart of the closing statement prepared by Escrow Agent.

5.3.4    A countersigned counterpart of the General Assignment.

5.3.5    A countersigned counterpart of the Leases Assignment.

5.3.6    A countersigned counterpart of the Assignment of Landlord/Tenant Actions.

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

5.3.8    State of New Jersey Form RTF-1, Affidavit for Consideration for Use by Seller, executed by Purchaser.

5.3.9    Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract or are otherwise required pursuant to any provision of this Contract.

5.4       Closing Prorations and Adjustments .

5.4.1    General . All normal and customarily proratable items, including, without limitation, rents, amounts prepaid or payable in respect of the Property Contracts that are being assumed by Purchaser at Closing, personal property taxes, licenses and permits being assigned to Purchaser, shall be prorated as of the Closing Date, with Seller being charged or credited, as appropriate, for all of same attributable to the period up to, but not including the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date, if assumed by Purchaser), and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date as described in this Section 5.4.  Not later than three (3) Business Days prior to Closing, Seller shall prepare a proration schedule (the “ Proration Schedule ”) of those adjustments described in this Section  5.4 that can be calculated as of such date (with such apportionments to be re-calculated at the Closing) and deliver same to Purchaser.  The Proration Schedule shall include amounts and methods of calculation, together with all applicable documentation supporting such calculations, including, without limitation, a letter (or invoice) from the fuel vendor setting forth the amount of fuel in the tank(s) at the Property and the current cost of such fuel, and the materials described in Section 5.2.9 .  Purchaser and Seller shall each act promptly and reasonably in connection with determining the prorations under this Section 5.4. 

5.4.2    Intentionally Omitted .

5.4.3    Utilities .  The final readings and final billings for utilities will be made if possible as of the Closing Date, in which case Seller shall pay all such bills as of the Closing Date (including any unpaid charges and fees accruing with respect to prior billing periods and any late fees and interest arising from late payment to be for the account of Seller) and no proration shall be made at the Closing with respect to utility bills.  Otherwise, a proration shall be made based upon the parties’ reasonable good faith estimate based on the latest actual bill for such service, and adjusted as necessary post-closing, as contemplated in Section 5.5.  Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and Seller shall notify each utility company serving the Property to terminate Seller’s account, effective as of noon on the Closing Date. 

5.4.4    Real Estate Taxes .  Any real estate ad valorem, water and sewer rents (if applicable) and similar taxes for the Property, as well as any installment of assessments payable in installments which installment is payable in the calendar year of Closing, shall be prorated to the date of Closing, based upon actual days involved.  The proration of real property taxes or installments of assessments shall be based upon the assessed valuation and tax rate figures (assuming, with respect to any payments not yet made, payment at the earliest time to allow for the maximum possible discount) for the year in which the Closing occurs to the extent the same are available; provided, however, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, then the proration shall be made using an assumed tax assessed value of $64,627,200 (but only if the actual final 2009 tax assessed value for the Property has not yet been determined), times an assumed tax rate of 2.1% (but only if the actual tax rate for 2009 has not yet been determined). After the Closing, Purchaser and Seller shall re-prorate the real estate taxes and assessments as soon as the actual current tax bill and assessment is available.  All amounts payable for real estate taxes and assessments accruing prior to the Closing Date shall be the obligation of Seller and all amounts payable for real estate taxes and installments of assessments accruing on or after the Closing Date shall be the obligation of Purchaser; provided that such allocation shall not affect Seller’s and Purchaser’s obligation to adjust the Purchase Price pursuant to Sections 2.2.2 and 2.2.3 hereof.  Notwithstanding the foregoing, (i) any delinquent taxes, interest and/or penalties on the Property shall be paid at the Closing by the Seller; and (ii) all interest and penalties on real estate taxes or assessments determined to be owed in respect of the tax year 2009 (irrespective of whether such amounts relate to periods before, on or after the Closing), whether determined in a settlement or litigation, shall be the responsibility of Seller (other than any interest and penalties arising as a result of any late payments of taxes owed by Purchaser after the Clsoing in respect of tax year 2009, which shall be paid by Purchaser).

5.4.5    Property Contracts .  Amounts due under Property Contracts to be assumed by Purchaser at Closing shall be prorated under Section  5.4.2.  Seller shall pay any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof.

5.4.6    Leases .

5.4.6.1 (i) All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), collected income and expenses from any portion of the Property received as of the Closing shall be prorated as of the Closing Date.  Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date.  Except as provided in clause (ii) below, Seller shall  be entitled to all collected rent and income attributable to dates prior to the Closing Date.  Notwithstanding the foregoing, no prorations shall be made at the Closing  in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the “ Uncollected Rents ”).  Purchaser agrees to bill Tenants of the Property for all Uncollected Rents and to use reasonable efforts to collect Uncollected Rents (provided that (x) Purchaser’s sole obligation in respect of such reasonable efforts shall be to bill Tenants for such Uncollected Rents and include a claim for Uncollected Rents in any claims (including, without limitation, claims made in any litigation) made by Purchaser with respect to rents owed during Purchaser’s period of ownership of the Property; and (y) if Purchaser collects any Uncollected Rents to which Seller is entitled pursuant to this Contract, then Purchaser may deduct from the amounts to be paid to Seller the pro rata share of all of Purchaser’s costs and expenses which are incurred or expended by Purchaser in such collection efforts (based on the relative proportion that the amounts to which  Seller is entitled bear to the total amounts collected)).

(ii)        In adjusting for Uncollected Rents on the closing statement at the Closing, no adjustments shall be made in Seller’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay Seller such accrued Uncollected Rents as and when collected by Purchaser if applicable pursuant to the following provisions of this clause (ii). Within three (3) Business Days after the Closing, Seller shall pay over to Purchaser all amounts received by Seller that are to be calculated by reference to the documents described in Section 5.2.9(ii) above (i.e., Seller shall pay to Purchaser the portion of any rents received by Seller before the Closing which were not reflected on the closing statement but would have been credited to Purchaser thereon if the prorations on the closing statement were calculated to reflect all rents received through and including the Closing Date).  Notwithstanding the foregoing, Purchaser’s obligation to use reasonable efforts to collect Uncollected Rents shall be limited to Uncollected Rents at any given time which are not more than 90 days past due (and after any rents become more than 90 days past due, Purchaser’s obligations to use reasonable efforts to collect such rents shall cease), and  Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the applicable Lease(s) for which such rent has been received until such time as Purchaser is current for all post-Closing periods through and including the date that the applicable rents for such Lease(s) are received, and, second, to Uncollected Rents for the applicable Lease(s) for which such rents have been received. After the Closing, Seller shall continue to have the right, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to Seller by any Tenant, which right shall include, without limitation, the right to commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants or terminate any Leases in any action to collect Uncollected Rents.  Purchaser agrees, at no cost or expense to Purchaser, to reasonably cooperate with Seller in connection with Seller’s efforts to collect such Uncollected Rents, including, without limitation, the making available to Seller any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent); provided, however, that Purchaser’s obligation to cooperate with Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant lease with an existing Tenant or evict any existing Tenant from the Property.  If Seller receives any rents or other payments from Tenants after the Closing, Seller shall immediately deliver the same to Purchaser to the extent Purchaser is entitled to such rents pursuant to the terms of this sub-section 5.4.6.1(ii).  

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