Exhibit 10.15

PURCHASE AND SALE CONTRACT

BETWEEN

NATIONAL PROPERTY INVESTORS 4,

a California limited partnership,

AS SELLER

AND

PENNBROOK HATZLACH, L.P.,

a Pennsylvania limited partnership

AS PURCHASER

Village of Pennbrook
9071 Mill Creek Road
Levittown, PA 19054

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 21 ^st day of July, 2009 (the “ Effective Date ”), by and between NATIONAL PROPERTY INVESTORS 4 , a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”), and PENNBROOK HATZLACH, L.P. , a Pennsylvania limited partnership, having a principal address at 1440 Cedarview Avenue, Lakewood, New Jersey 08701, Attention: Jeremy Y. Rieder (“ Purchaser ”).

NOW, THEREFORE, in consideration of mutual covenants set forth herein, intending to be legally bound, Seller and Purchaser hereby agree as follows:

RECITALS

A.                  Seller owns the real estate located in Bucks County, Pennsylvania, as more particularly described in Exhibit A attached hereto and made a part hereof, and the improvements thereon, commonly known as Village of Pennbrook.

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

ARTICLE I
DEFINED TERMS

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

ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1       Purchase and Sale .

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

2.2       Purchase Price and Deposit .

  The total purchase price (“ Purchase Price ”) for the Property shall be an amount equal to Sixty-Two Million Ten Thousand Dollars ($62,010,000.00) , payable by Purchaser, as follows:

2.2.1    Within one (1) Business Day after the execution of this Contract, Purchaser shall deliver to First American Title Insurance Company of New York, 633 Third Avenue, New York, New York 10017, Attention: Linda J. Isaacson, Telephone: 212-850-0664, Facsimile: 212-331-1467, lisaacson@firstam.com (“ Escrow Agent ”) a deposit (the “ Deposit ”) of $1,200,000 by wire transfer of immediately available funds (“ Good Funds ”).

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

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

2.3       Escrow Provisions Regarding Deposit .

2.3.1    Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract.  Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.

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

2.3.3    If prior to the Closing Date either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand.  If Escrow Agent does not receive a written objection from the other party to the proposed payment within 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment.  If Escrow Agent does receive such written objection within such 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator’s decision.  However, Escrow Agent shall have the right at any time to deliver the Deposit and interest thereon, if any, with a court of competent jurisdiction in the Commonwealth of Pennsylvania.  Escrow Agent shall give written notice of such deposit to Seller and Purchaser.  Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.  Any return of the Deposit to Purchaser provided for in this Contract shall be subject to Purchaser’s obligations set forth in Section 3.5.2 .

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

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

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

ARTICLE III
FEASIBILITY PERIOD

3.1       Feasibility Period .

  Subject to the terms of Sections 3.3 and 3.4 and the rights of Tenants under the Leases, from the Effective Date to and including August 10, 2009 (the “ Feasibility Period ”), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, “ Consultants ”) shall, at no cost or expense to Seller, have the right from time to time to enter onto the Property to conduct and make any and all customary studies, tests, examinations, inquiries, inspections and investigations of or concerning the Property, review the Materials and otherwise confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property and Purchaser’s intended use thereof (collectively, the “ Inspections ”).

3.2       Expiration of Feasibility Period .

  If any of the matters in Section 3.1 or any other title or survey matters are unsatisfactory to Purchaser for any reason, or for no reason whatsoever, in Purchaser’s sole and absolute discretion, then Purchaser shall have the right to terminate this Contract by giving written notice to that effect to Seller and Escrow Agent no later than 5:00 p.m. on or before the date of expiration of the Feasibility Period.  If Purchaser provides such notice, this Contract shall terminate and be of no further force and effect subject to and except for the Survival Provisions, and Escrow Agent shall return the Initial Deposit to Purchaser.  If Purchaser fails to provide Seller with written notice of termination prior to the expiration of the Feasibility Period, Purchaser’s right to terminate under this Section  3.2 shall be permanently waived and this Contract shall remain in full force and effect, the Deposit shall be non-refundable, and Purchaser’s obligation to purchase the Property shall be conditional only as provided in Section 8.1 .

3.3       Conduct of Investigation .

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

3.4       Purchaser Indemnification .

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

3.4.2    Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on the Property without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion.  Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of the Property), investigations and other matters that in Seller’s reasonable judgment could result in any injury to the Property or breach of any contract, or expose Seller to any Losses or violation of applicable law, or otherwise adversely affect the Property or Seller’s interest therein.  Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section.  No consent by Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller.  Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, the Property to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III .  Purchaser agrees that its third party consultants shall 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 Commonwealth of Pennsylvania.  Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Seller (in the form of a certificate of insurance) prior to Purchaser’s Consultants’ entry onto the Property.

3.5       Property Materials .

3.5.1    Within 5 Business Days after the Effective Date, and to the extent the same exist and are in Seller’s possession or reasonable control (subject to Section 3.5.2 ) and have not been heretofore provided by Seller to Purchaser, Seller agrees to make the documents set forth on Schedule 4 (together with any other documents or information provided by Seller or its agents to Purchaser with respect to the Property, the “ Materials ”) available at the Property for review and copying by Purchaser at Purchaser’s sole cost and expense.  In the alternative, at Seller’s option and within the foregoing time period, Seller may deliver some or all of the Materials to Purchaser, or make the same available to Purchaser on a secure web site (Purchaser agrees that any item to be delivered by Seller under this Contract shall be deemed delivered to the extent available to Purchaser on such secured web site).  To the extent that Purchaser determines that any of the Materials have not been made available or delivered to Purchaser pursuant to this Section 3.5.1 , Purchaser shall notify Seller and Seller shall use commercially reasonable efforts to deliver the same to Purchaser within 5 Business Days after such notification is received by Seller; provided, however, that under no circumstances will the Feasibility Period be extended and Purchaser’s sole remedy will be to terminate this Contract pursuant to Section 3.2 .  Additionally, Seller shall make available to Purchaser additional rent rolls or rent arrears information as Purchaser may reasonably request from time to time, to the extent reasonably available to Seller.

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

3.5.3    In addition to the items set forth on Schedule 4 , no later than 5 Business Days after the Effective Date, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1 ) the most recent rent roll for the Property, which rent roll is that which Seller uses in the ordinary course of operating the Property (the “ Rent Roll ”).  Seller makes no representations or warranties regarding the Rent Roll other than the express representation set forth in Section 6.1.5 .

3.5.4    In addition to the items set forth on Schedule 4 , no later than 5 Business Days after the Effective Date, and to the extent same have not been heretofore provided by Seller to Purchaser, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1 ) a list of all current Property Contracts (the “ Property Contracts List ”).  Seller makes no representations or warranties regarding the Property Contracts List other than the express representations set forth in Section 6.1.6 .

3.6       Property Contracts .

  On or before ten (10) 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, Purchaser shall be solely responsible for the payment of any such cancellation fees, penalties, or damages, including liquidated damages.  If Purchaser fails to deliver the Property Contracts Notice on or before ten (10) days prior to the Closing Date, then there shall be no Terminated Contracts and Purchaser shall assume all Property Contracts at the Closing.  If Purchaser delivers the Property Contracts Notice to Seller on or before ten (10) days prior to the Closing Date, then simultaneously therewith, Purchaser shall deliver to Seller a vendor termination notice (in the form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the “ Vendor Terminations ”).  Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors.  To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may attempt to obtain from each applicable vendor a consent (each a “ Required Assignment Consent ”) to such assignment.  Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel approved by Seller) Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent.

ARTICLE IV
TITLE

4.1       Title Documents .

  Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from Escrow Agent a commitment for owner’s title insurance with regard to the Property and designated by the Title Insurer as file no. 3020-385501PA42 (“ Title Commitment ”) to provide an American Land Title Association owner’s title insurance policy for the Property, using the current policy jacket customarily provided by the Title Insurer, in an amount equal to the Purchase Price (the “ Title Policy ”), together with copies of all instruments identified as exceptions therein (together with the Title Commitment, referred to herein as the “ Title Documents ”).  Purchaser shall have the right to elect by written notice to Seller, which written notice shall be received by Seller at least twenty (20) days prior to the Closing Date, to designate Madison Title Agency, LLC to provide title insurance, along with the Escrow Agent and on a co-insurance basis in an amount of up to 50% of the Purchase Price for the purposes of the Title Policy (collectively, the “ Co-Insurer ”); provided however that Escrow Agent shall be the lead insurer.  The Escrow Agent and the Co-Insurer shall herein collectively be called the “ Title Insurer .”  Purchaser shall be solely responsible for payment of the base premium for the Title Policy and for all other costs relating to procurement of the Title Commitment, the Title Policy, and any requested endorsements. 

4.2       Survey .

  Prior to the Effective Date, Seller has delivered to Purchaser a copy of the existing survey of the Property dated January 23, 2008 and prepared by Bock & Clark (the “ Existing Survey ”).  Purchaser may, at its sole cost and expense, order a new or updated survey of the Property either before or after the Effective Date (such new or updated survey together with the Existing Survey, is referred to herein as the “ Survey ”).

4.3       Intentionally Omitted .

4.4       Permitted Exceptions .

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

4.4.1    (a) All matters set forth on Schedule 5 to this Contract, (b) all matters shown on the Existing Survey and any additional exceptions that may be shown on an updated Survey, (c) except for mortgages (other than the Assumed Encumbrances), the title exceptions that Title Insurer shall be willing to omit as exceptions to coverage with respect to such Title Policy, and omit as exceptions to coverage with respect to any lender’s mortgage insurance policy, (d) the standard exception regarding the rights of parties in possession, which shall be limited to those parties in possession pursuant to the Leases, and (e) any exceptions and matters that are approved, waived or deemed to have been approved or waived by Purchaser under this Contract.

4.4.2    The standard exception pertaining to taxes, which shall be limited to taxes and assessments payable in the year in which the Closing occurs, for which adjustments are made, and subsequent taxes and assessments;

4.4.3    All Leases either existing as of the Effective Date or permitted under this Contract;

4.4.4    The Assumed Encumbrances;

4.4.5    Applicable zoning and governmental regulations and ordinances; and

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

Notwithstanding the foregoing, any exception in the Title Policy for unpaid water/sewer liens shall not be a Permitted Exception.

4.5       Purchaser’s Rights in Respect of Seller Inability to Remove Title Exceptions .

4.5.1    If Seller shall be unable to cause title to the Property to be subject only to the Permitted Exceptions, and Purchaser shall not, prior to the Closing Date, give notice to Seller that Purchaser is willing to waive objection to each title exception which is not a Permitted Exception and close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, then Seller shall have the right, at Seller’s sole election, to either (1) take such action as Seller shall deem advisable to discharge each such title exception which is not a Permitted Exception or (2) terminate this Contract.  If Seller shall elect to take action to discharge each such title exception which is not a Permitted Exception, including pursuant to Section 4.6 below, then Seller shall be entitled to one or more adjournments of the scheduled Closing Date set forth in Section 5.1 for a period not to exceed thirty (30) days in the aggregate, and the Closing shall be adjourned to a date specified by Seller on at least five (5) Business Days’ notice not beyond such thirty (30) day period.   If, for any reason whatsoever, excluding willful default, Seller shall not have succeeded in discharging each such title exception at the expiration of such adjournment(s) and if Purchaser shall not, prior to the expiration of the last of such adjournments, give notice to Seller that Purchaser is willing to waive objection to each such title exception and to close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, then this Contract shall be deemed to be terminated as of the last date to which the Closing Date was adjourned by Seller pursuant to this Section 4.5.  No action taken by Seller to discharge, or attempt to discharge, any purported title exception shall be an admission that any such purported title exception is not a Permitted Exception.  If Seller elects to proceed under (2) above, Purchaser shall have the further right, by notice to be given within three (3) Business Days after Seller elects to terminate, to cancel such termination, waive the objection, and close title subject thereto without any adjustment to the Purchase Price. 

4.5.2    Seller shall be obligated to cure all title defects which can be cured solely by the payment of a liquidated sum up to an aggregate sum of $1,200,000 (“ Liquidated Sum Title Exceptions ”).  If the aggregate cost to cure such Liquidated Sum Title Exceptions exceeds $1,200,000 and Seller notifies Purchaser that Seller does not intend to cure such Liquidated Sum Title Exceptions (by bonding the lien or causing the Title Insurer to omit as an exception to title insurance coverage or otherwise insure against collection against the Property), then Purchaser may terminate this Contract by written notice delivered to Seller within 7 Business Days after Purchaser receives such notice from Seller.  If Purchaser timely so elects to terminate this Contract, then the Deposit shall be promptly returned to Purchaser, Purchaser may recover from Seller, as Purchaser’s sole remedy, its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which expenses and costs shall not exceed $200,000 in the aggregate and this Contract shall be of no further force or effect, except for those provisions which expressly survive termination of this Contract.

4.6       Subsequently Disclosed Exceptions .

  If at any time after the expiration of the Feasibility Period, any update to the Title Commitment discloses any additional item that affects title to the Property which was not disclosed on any version of or update to the Title Commitment delivered to Purchaser during the Feasibility Period (the “ New Exception ”), Purchaser shall have a period of 5 days from the date of its receipt of such update (the “ New Exception Review Period ”) to review and notify Seller in writing of Purchaser’s approval or disapproval of the New Exception.  If Purchaser disapproves of the New Exception, then Seller may, in Seller’s sole discretion, notify Purchaser as to whether it is willing to cure (or cause the Title Insurer to omit as an exception to title insurance coverage or otherwise insure against collection against the Property) the New Exception.  If Seller elects to cure the New Exception (or to cause the Title Insurer to omit the New Exception as an exception to title insurance coverage as permitted hereunder, then Seller shall be entitled to reasonable adjournments of the Closing Date to cure the New Exception, such adjournments not to exceed thirty (30) days in the aggregate.  If Seller fails to deliver a notice to Purchaser within 3 days after the expiration of the New Exception Review Period, then Seller shall be deemed to have elected not to cure the New Exception.  If Purchaser is dissatisfied with Seller’s response, or lack thereof, then Purchaser may, as its exclusive remedy elect to either:  (i) terminate this Contract, in which event the Deposit shall be promptly returned to Purchaser or (ii) waive the New Exception and proceed with the transactions contemplated by this Contract, in which event Purchaser shall be deemed to have approved the New Exception.  If Purchaser fails to notify Seller of its election to terminate this Contract within 6 days after Seller has notified Purchaser that Seller has elected not to cure the New Exception, then Purchaser shall be deemed to have elected to approve and irrevocably waive any objections to the New Exception.

4.7       Assumed Encumbrances.

4.7.1    Purchaser recognizes and agrees that the Property is encumbered by three separate loans (the “ Loans ”) made to Seller by (a) Federal Home Loan Mortgage Corporation and secured by an Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Instrument dated June 30, 2006 and recorded July 17, 2006 in Book 5023 Page 2200 (the “ First Mortgage ”) and evidenced by that certain Amended and Restated Promissory Note dated June 30, 2006 in the stated principal amount of $26,386,502 (the “ First Note ”), (b) Capmark Finance Inc. and secured by a Multifamily Mortgage, Assignment of Rents and Security Instrument dated June 30, 2006 and recorded July 17, 2006 in Book 5023 Page 2273 (the “ Second Mortgage ”) and evidenced by that certain Multifamily Note dated June 30, 2006 in the stated principal amount of $13,250,000 (the “ Second Note ”) and (c) Capmark Bank and secured by a Multifamily Mortgage, Assignment of Rents and Security Instrument dated May 30, 2008 and recorded July 3, 2008 in Book 5846 Page 2344 (the “ Third Mortgage ”) and evidenced by that certain Promissory Note dated June 30, 2006 in the stated principal amount of $10,000,000 (the “ Third Note ”).  Within 5 days after the Effective Date, Seller agrees that it will make available to Purchaser (in the same manner in which Seller is permitted to make the Materials available to Purchaser under Section 3.5.1 ) copies of the Assumed Loan Documents which are in Seller’s possession or reasonable control (subject to Section 3.5.2 ).

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

4.7.2.1 Purchaser acknowledges and agrees that (x) certain of the provisions of the Assumed Loan Documents may have been negotiated for the exclusive benefit of Seller, AIMCO or their respective affiliates (such provisions, which are referenced on Schedule 6 hereto are herein called the “ Specific AIMCO Provisions ”), and (y) unless the Lenders otherwise agree in each Lender’s sole and arbitrary discretion, Purchaser will not be permitted to assume the benefit of the Specific AIMCO Provisions and the same shall be of no further force or effect from and after the Closing Date.

4.7.2.2 Notwithstanding anything contained in this Contract to the contrary, Purchaser shall not be obligated to assume Seller’s obligations under the Assumed Encumbrances if, as a condition to the issuance of the Loan Assumption and Release, (a) Lender requires any change to the interest rate, principal amount, maturity date and/or amortization period under any of the Loans or (b) Lender requires any other material modifications to the terms of the Assumed Loan Documents that are not acceptable to Purchaser, other than (i) the deletion of one or more of the Specific AIMCO Provisions as provided above, (ii) imposing customary escrows for taxes and/or insurance in monthly amounts that do not exceed 1/12 ^th of the reasonably estimated annual taxes and insurance premiums for the Property ((ii) is herein called the “ Required Loan Fund Amounts ”) or (iii) standard types of ministerial requirements, such as production of title reports.  The provisions of this Section 4.7.2.2 shall survive the Closing.

4.7.3    Purchaser further acknowledges that the Assumed Loan Documents require the satisfaction by Purchaser of certain requirements as set forth therein to allow for the Loan Assumption and Release.  Accordingly, Purchaser, at its sole cost and expense and within 15 days after the Effective Date (the “ Loan Assumption Application Submittal Deadline ”), shall satisfy the requirements set forth in the Assumed Loan Documents to allow for the Loan Assumption and Release, including, without limitation, submitting a substantially complete application to each of the Lenders for assumption of the Loans together with all documents and information required in connection therewith (collectively, the “ Loan Assumption Application ”).  Purchaser agrees to notify Seller that the Loan Assumption Application has been submitted to Lender , promptly after such submission.  Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of the Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to Lenders in connection with the Loan Assumption Application, except that, upon Purchaser’s or Lenders’ request to Seller, which request shall specify which Property-related documents are to be delivered to Lenders by Seller, Seller shall deliver any Property-related documents to Lenders, to the extent (a) not previously delivered to Purchaser, (b) that the same exist and (c) such Property-related documents are in Seller’s possession or reasonable control.

4.7.4    Purchaser shall comply with each Lender’s assumption guidelines in connection with the Loan Assumption and Release and, if required by such Lender, Purchaser shall cause either (a) Jeremy Rieder or (b) such other person or entity reasonably acceptable to such Lender, which has been designated by Purchaser, to execute and deliver a customary “non-recourse carve-out” guaranty and customary environmental indemnity, in substantially the same form as the existing “non-recourse carve-out” guaranty and environmental indemnity (excluding the Specific AIMCO Provisions), in favor of Lenders.  Purchaser shall be responsible at its sole cost and expense for correcting and re-submitting any deficiencies noted by Lenders in connection with the Loan Assumption Application within a reasonable amount of time after notification from a Lender of such deficiency.  Purchaser also shall provide Seller with a copy of any correspondence from a Lender with respect to the Loan Assumption Application no later than 3 Business Days after receipt of such correspondence from such Lender.

4.7.5    Purchaser shall pay all fees and expenses (including, without limitation, all servicing fees and charges, assumption fees up to 1% of the amount of the Loans, title fees, endorsement fees, and other fees to release Seller of all liability under the Loans) imposed or charged by any of the Lenders or their counsel (such fees and expenses collectively being referred to as the “ Lender Fees ”), in connection with the Loan Assumption Application and the Loan Assumption and Release.   If the Lender Fees exceed the sum of 1% of the aggregate outstanding principal balance of the Loans plus $59,000, and Seller does not agree to pay the excess, then Purchaser shall have the right to terminate this Contract.  In the event of such termination, the Deposit shall be promptly returned to Purchaser and this Contract shall be of no further force or effect, except for those provisions which expressly survive termination of this Contract.

4.7.6    Seller shall assign all of its right, title and interest in and to all reserves, impounds and other accounts held by Lenders in connection with the Loans, and at Closing, Purchaser shall pay to Seller an amount equal to the balance of such reserves, impounds and accounts so assigned.

4.7.7    Purchaser agrees promptly to deliver to each Lender all documents and information required by the Assumed Loan Documents, and such other information or documentation as a Lender reasonably may request, including, without limitation, financial statements, income tax returns and other financial information for Purchaser and any required guarantor.  Seller agrees that it will cooperate with Purchaser and Lenders, at no cost or expense to Seller, in connection with Purchaser’s application to each Lender for approval of the Loan Assumption and Release, including, upon Purchaser’s or Lenders’ specific request therefor to Seller, delivering any Property-related documents to Lenders, to the extent (a) not previously delivered to Purchaser, (b) that such Property-related documents exist and (c) that such Property-related documents are in Seller’s possession or reasonable control.

4.7.8    If required by Lender, Purchaser shall promptly order a Phase I Environmental study and/or a Property Condition Assessment Report (prepared by an environmental engineer/engineering company reasonably acceptable to the Lenders), and covenants that such Phase I Environmental study and Property Condition Assessment Report shall be delivered to Seller and Lenders prior to the Closing Date.

4.8       Purchaser Financing.

  Except as otherwise provided in Section 4.7 above with respect to the Loan Assumption and Release, Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

4.9       Collective Bargaining Agreement .

4.9.1    Seller has informed Purchaser that Seller is a party to that certain Collective Bargaining Agreement between United Food and Commercial Workers Union, Local 1776 (the “ Union ”) and Village of Pennbrook effective May 1, 2005, as amended by that certain Memorandum of Agreement between Village of Pennbrook and the United Food and Commercial Workers Union, Local 1776 dated December 4, 2008 (the “ Collective Bargaining Agreement ”).  Purchaser acknowledges that certain of the employees of Seller and Seller’s manager are members of the Union.  Prior to the Closing, Seller shall provide a notice to the Union of the sale of the Property to Purchaser as required under the terms of the Collective Bargaining Agreement. At the Closing, Purchaser shall assume the Collective Bargaining Agreement.  Immediately after the Closing, Purchaser shall offer or cause to be offered employment opportunities at the Property to all employees who are covered by the Collective Bargaining Agreement.

4.9.2    The assignment of Seller’s rights and obligations under the Collective Bargaining Agreement, in connection with the conveyance of the Property to Purchaser, is intended to satisfy the requirements of Section 4204 of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).  Solely for the purposes of Section 4204 of ERISA, Purchaser agrees that from and after the Closing Purchaser shall continue to contribute for substantially the same number of contribution base units to the pension plan described in (and pursuant to Section XXIV of) the Collective Bargaining Agreement (the “ Pension Plan ”), which Pension Plan is subject to Title IV of ERISA.  At Closing, Seller shall assign and Purchaser shall assume the Collective Bargaining Agreement relating to such employees and all liabilities and obligations thereunder first arising from and after the Closing Date, including, without limitation, the obligation to contribute to the Pension Plan and employee benefit plans covered by the Collective Bargaining Agreement.  In furtherance thereof, at Closing Seller and Purchaser shall execute and deliver an assignment and assumption of the Collective Bargaining Agreement in the form of Exhibit I hereto (the “ Assignment and Assumption of Collective Bargaining Agreement ”).  Purchaser shall bear all expenses relating to any bond, escrow or letter of credit arrangement required, if any, in connection with Purchaser’s assumption of the Collective Bargaining Agreement, relating to Purchaser’s obligation to contribute to the Pension Plan and which first arise after the Closing Date. Purchaser shall fully satisfy its obligations to pay any contributions or withdrawal liability to the Pension Plan.  If at any time beginning on the Closing Date and ending on the end of the fifth (5 ^th ) plan year beginning after the Closing Date, Purchaser withdraws from, or fails to make a required contribution to, the Pension Plan covered by the Collective Bargaining Agreement, the bond, escrow or letter of credit, if any, obtained with respect to the Pension Plan, shall be paid to the Pension Plan, and Purchaser shall be liable to such Pension Plan for the withdrawal liability due and owing to the Pension Plan.

4.9.3    Seller agrees to indemnify, hold harmless and defend Purchaser and its officers, directors, employees, constituent partners, members, affiliates and agents (each, a “ Purchaser Party ”), from and after the Closing Date, against and in respect of any and all Losses incurred by such persons arising from or relating to any and all liabilities arising under Title IV of ERISA with respect to the Pension Plan first accruing prior to the Closing, excluding any liability of Seller arising from (a) Purchaser’s failure to comply with the provisions of the Assignment and Assumption of Collective Bargaining Agreement or any other obligation of Purchaser under Section 4.9 hereof or (b) Purchaser’s withdrawal from the Pension Plan on or before the last day of the fifth (5 ^th ) plan year beginning after the Closing Date and Purchaser’s failure to pay any withdrawal liability thereby due.  Purchaser and Onyx Partners, LLC hereby jointly and severally indemnify and hold harmless Seller and Seller’s Indemnified Parties at all times from and after the Closing Date, against and in respect of all Losses incurred by such persons arising from or relating to any and all liabilities arising under Title IV of ERISA with respect to the Pension Plan first accruing after the Closing, including, without limitation, any liability of any Seller’s Indemnified Parties arising from (a) Purchaser’s failure to comply with the provisions of the Assignment and Assumption of the Collective Bargaining Agreement or any other obligation of Purchaser under Section 4.9 hereof or (b) Purchaser’s withdrawal from the Pension Plan on or before the last day of the fifth (5 ^th ) plan year beginning after the Closing Date and Purchaser’s failure to pay any withdrawal liability thereby due.

4.9.4    The provisions of this Section 4.9 shall survive the Closing.

ARTICLE V
CLOSING

5.1       Closing Date . 

5.1.1    The Closing shall occur 30 days after the Lenders’ approval of the Loan Assumption and Release, but no later than October 19, 2009 (“ 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.

5.1.2    If Purchaser obtains the Lenders’ approval of the Loan Assumption and Release on or after September 18, 2009 but before October 19, 2009, then the Closing Date shall be extended to be the date which is thirty (30) days after the Purchaser’s receipt of the Lenders’ approval of the Loan Assumption and Release.

5.1.3    If required in order to comply with the requirements of Sections 8.1.8 or 8.2.6 , then, upon notice given to Purchaser at least five (5) Business Days before the then scheduled Closing Date, Seller may extend the Closing Date to a date not later than thirty (30) days following the Closing Date specified in the first sentence of this Section 5.1.

5.2       Seller Closing Deliveries .

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

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

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

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

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

5.2.5    Seller’s closing statement.

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

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

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

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

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

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

5.2.12  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.

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

5.3       Purchaser Closing Deliveries.

  No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.3 ), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items:

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

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

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

5.3.4    Purchaser’s closing statement.

5.3.5    A countersigned counterpart of the General Assignment.

5.3.6    A countersigned counterpart of the Leases Assignment.

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

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

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

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

5.3.11  Subject to the satisfaction of the conditions set forth in Section 8.1.8 , such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

5.4       Closing Prorations and Adjustments .

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

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

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

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

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

5.4.6    Leases .

5.4.6.1 All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of the Property shall be prorated as of the Closing Date.  Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date.  Seller shall receive all collected rent and income attributable to dates prior to the Closing Date.  Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the “ Uncollected Rents ”).  In adjusting for Uncollected Rents, no adjustments shall be made in Seller’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay Seller such accrued Uncollected Rents as and when collected by Purchaser.  Purchaser agrees to bill Tenants of the Property for all Uncollected Rents and to take reasonable actions to collect Uncollected Rents but shall not be obligated to commence or pursue any legal actions.  Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents.  After the Closing, Seller shall continue to have the right, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to Seller by any Tenant, which right shall include, without limitation, the right to continue or