west minster oaks - 2009 va

2009 Federal Low Income Housing Tax Credit Program

Application For Reservation

Deadline for Submission

9% Competitive CreditsApplications Must Be Received At VHDA No Later Than 5:00

Virginia Housing Development Authority601 South Belvidere StreetRichmond, Virginia 23220-6500

Applications Must Be Received At VHDA No Later Than 5:00 PM Richmond, VA Time On May 15, 2009

Tax Exempt BondsApplications should be received at VHDA at least one month before the bonds are priced (if bonds issued by VHDA), or

75 days before the bonds are issued (if bonds are not issued by VHDA)

v1.2.2009

Low Income Housing Tax Credit Application for Reservation

Electronic Copy of the Microsoft Excel Based Application (MANDATORY) Hard Copy of All Application Pages With Signature (MANDATORY)Scanned Copy of the Tax Credit Application with all Attachments (excluding market study and plans & specs) (MANDATORY) $750 Application Fee (MANDATORY)Tab A: Documentation of Development Location: A.1 Qualified Census Tract Certification A.2 Revitalization Area Certification

Location MapSurveyor's Certification of Proximity To Public Transportation

Tab B: Partnership or Operating Agreement, including chart of ownership structure with percentage of interests (MANDATORYTab C: Virginia State Corporation Commission Certification (MANDATORY)Tab D: Principal's Previous Participation Certification and Resumé (MANDATORY)Tab E: Nonprofit Questionnaire (MANDATORY for points or pool)

The following documents need not be submitted unless requested by VHDA: -Nonprofit Articles of Incorporation -IRS Documentation of Nonprofit Status -Joint Venture Agreement (if applicable) -For-profit Consulting Agreement (if applicable)

Tab F: Architect's Certification (MANDATORY)

Please indicate if the following items are included with your application by checking the appropriate boxes. Your assistance in organizing the submission in the following order, and actually using tabs to mark them as shown, will facilitate review of your application. Please note that all mandatory items must be included for the application to be processed. The inclusion of other items may increase the number of points for which you are eligible under VHDA's point system of ranking applications, and may assist VHDA in its determination of the appropriate amount of credits that it may reserve for the development. You are therefore encouraged to submit as much requested information as is available, but their inclusion is not mandatory for review of your application.

Tab F: Architect s Certification (MANDATORY)Tab H: PHA / Section 8 Notification LetterTab I: Local CEO LetterTab J: Homeownership PlanTab K: Site Control Documentation (MANDATORY)Tab L: Plan of Development Certification LetterTab M: Zoning Certification LetterTab N: Copies of 8609s To Certify Developer ExperienceTab O: (Reserved)Tab P: Plans and Specifications and Work Write-Up (MANDATORY)Tab Q: Documentation of Rental AssistanceTab R: Documentation of Operating BudgetTab S: Documentation of Project BudgetTab T: Documentation of Financing SourcesTab U: (Reserved)Tab V: Nonprofit or LHA Purchase Option or Right of First RefusalTab W: Original Attorney's Opinion (MANDATORY)Tab X: (Reserved)Tab Y: Marketing Plan for units meeting accessibility requirements of HUD section 504Tab Z Market Study (MANDATORY-Application will be disqualified if market study not submitted with the application)

2009 Submission Checklist

Low-Income Housing Tax Credit Application For Reservation

VHDA TRACKING NUMBER 2009-Z-139I. General Information

All code "Section" references are to, and the term "IRC" shall be deemed to mean, May 12, 2009the Internal Revenue Code of 1986, as amended. (Date of Application)

A. Development Name and Location:1. Name of Development Westminster Oaks2. Address of Development 8227 Maple Leaf Court

(Street)Springfield Virginia 22153

(City) (State) (Zip Code)

3. If complete address is not available, provide longitude and latitude coordinates (x,y) fromlocation on site your surveyor deems appropriate.

Documentation from surveyor attached (TAB A) (Only necessary if street address or street intersections are not available.(Coordinates should be the same as those listed on pg 13, if applicable)

4. The Circuit Court Clerk's office in which the deed to the property is or will be recorded:City/County of Fairfax County (ie; Richmond City, Chesterfield County; see application manual)

5. Does the site overlap one or more jurisdictional boundaries? Yes NoIf yes, what other City/County is the site located in besides the one mentioned above?

6. Is the development located in a Metropolitan Statistical Area? Yes No7. Census Tract the development is located in: 51059492400

Is this a Qualified Census Tract: Yes No (If yes, attach required form in TAB A) 8. Is the development located in a Difficult Development Area? No9. Is the development located in a revitalization area? Yes No (If yes, attach required form in TAB A)10. Is the development an existing RD or HUD S8/236 development? Yes No (If yes, attach required form in TAB Q)

Note: If there is an identity of interest between the applicant and the seller in this proposal, and the applicant is seeking points inthis category, then the applicant must either waive their rights to the developer's fee or other fees associated with acquisition and/orrehabilitation, or obtain a waiver of this requirement from VHDA prior to application submission to receive these points.

a. Applicant agrees to waive all rights to any developer's fee or other fees associated with acquisition and/or rehab. Yes n/ab. Applicant has obtained a waiver of this requirement from VHDA prior to the application submission deadline. Yes n/a

11. Is the development located in a census tract with a povertyrate <10% with no tax credit units currently present? Yes No

12. Is the development listed on the RD 515 Rehabilitation Priority List? Yes No

13. Congressional District 11 http://dlsgis.state.va.us/congress/2001PDFs/chap7Tab.pdf

Planning District 8 http://www.vapdc.org/aboutpdcs.htm#PDC%20Map

State Senate District 39 http://dlsgis.state.va.us/senate/2001PDFs/Chap2Tab.pdf

State House District 42 http://dlsgis.state.va.us/House/2001HousePDFs/Chap1Tab.pdf

14. Location Map Attached (TAB A)

B. Project Description:In the space provided below, give a brief description of the proposed project.

This community is a 100% project based Section 8 assisted property with three years remaining on its thirty year HAP Contract. The proposed redevelopment will keep this 100% townhouse community for families from being lost from the affordable housing stock in three years when affordability controls expire.

The renovation program includes all new kitchens, new roofs and additional brick to provide long term low maintenance exteriors.A second full bath for the three bedroom townhouses will be included. The rehabiltation will include Energy Star upgrades to allmajor systems as possible for all-electric complexes.

2009 Page 1

Low Income Housing Tax Credit Application For Reservation

C. Reservation Request

1. Total annual credit amount request (Must be the same as Part IX-D8) $421,669

2. Credits requested from:

9% CreditsNonprofit Set-Aside (All nonprofit owned developments which meet testsdescribed in Part II-D hereof may select this)Local Housing Authorities Tidewater MSA PoolNorthern Virginia MSA Pool Small MSA/Micropolitan PoolRichmond MSA Pool Rural Pool

Non-Competitive Pool (Preservation) Non-Competitive Pool (Disability)

Tax Exempt Bonds

new construction, or

rehabilitation, or

acquisition and rehabilitation.

Federal SubsidiesThe development will not receive federal subsidies.

This development will receive federal subsidies for:all buildings or

some buildings.

D. Type(s) of Allocation/Allocation Year

1. Regular Allocation

All of the buildings in the development are expected to be placed in service this year. For those buildings the owner will, this year, request anallocation of 2008 credits for new construction, or

rehabilitation, or

acquisition and rehabilitation.

2. Carryforward Allocation

All of the buildings in the development are expected to be placed in service within two years after the end of this calendar year, 2009, but theowner will have more than 10% basis in the development before the end of sixmonths following allocation of credits. For those buildings, the owner requests a carryforward allocation of 2009 credits pursuant to Section 42(h)(1)(E) for:

new construction, or

rehabilitation, or

acquisition and rehabilitation (even if you acquired a building this year and"placed it in service" for the purpose of the acquisition credit, you cannot receivethe 8609 form for it until the rehab 8609 is issued for that building once the rehabwork is "placed in service" in 2010 or 2011).

3. Federal SubsidiesThe development will not receive federal subsidies.

This development will receive federal subsidies for:all buildings or

some buildings.

2009 Page 2


E. Acquisition Credit Information NOTE: If no credits are being requested for existing buildings being acquired for the development,

so indicate and go on to Part F: No Acquisition

Ten-Year Rule For Acquisition Credits

All buildings satisfy the 10-year look-back rule of IRC Section 42 (d)(2)(B), including the 10% basis/$15,000.00 rehab costs ($10,000 for Tax Exempt Bonds) per unit requirement.

All buildings qualify for an exception to the 10-year rule under IRC Section 42(d)(2)(D)(i),Subsection (I)Subsection (II)Subsection (III)Subsection (IV)Subsection (V)

A waiver of the 10-year rule for all buildings has been or will be requested from the Department of the Treasury pursuant to IRC Section 42(d)(6)(B)

Different circumstances for different buildings: Attach a separate sheet and explain for each building.

F. Rehabilitation Credit Information

NOTE If dit b i t d f h bilit ti dit i di t dNOTE: If no credits are being requested for rehabilitation expenditures, so indicate and go on to Section II. No Rehabilitation

Minimum Expenditure Requirements

All buildings in the development satisfy the rehab costs per unit requirement of IRCSection 42(e)(3)(A)(ii).All buildings in the development qualify for the IRC Section 42(e)(3)(B) exception to the 10% basis requirement (4% credit only).All buildings in the development qualify for the IRC Section 42(f)(5)(B)(ii)(II) exception.

Different circumstances for different buildings. Attach a separate sheet and explain for each building.

2009 Page 3


II. OWNERSHIP INFORMATION

A. Owner Information:Name SP Springfield LPContact Person First: Roberta Middle: Last: UjakovichAddress 2430 Estancia Boulevard - Suite 101

(Street)Clearwater FL 33761

(City) (State) (Zip Code)

Federal I. D. No. 26-4756821 (If not available, obtain prior to Allocation)Phone 727-669-3660 Fax 727-669-4233 Email address [email protected] of entity: Limited Partnership Other

Individual(s) CorporationOwner's organizational documents (e.g. Partnership agreements) attached (Mandatory TAB B)Certification from Virginia State Corporation Commission attached (Mandatory TAB C)

Principal(s) involved (e.g. general partners, LLC members, controlling shareholders, etc.):Names ** Phone Type Ownership % OwnershipSP Springfield GP Inc. 727-669-3660 managing member 0.01%

NOTE: VHDA may allocate credits only to the tax-paying entity which owns the development at the time of the allocation. The term "Owner" herein refers to that entity. Please fillin the legal name of the owner. The ownership entity must be formed prior to submitting this application. Any transfer, direct or indirect, of partnership interests (except thoseinvolving the admission of limited partners) prior to the placed-in-service date of the proposed development shall be prohibited, unless the transfer is consented to by VHDA in itssole discretion. IMPORTANT: The Owner name listed on this page must match exactly the owner name listed on the Virginia State Corporation Commission

Must be an individual or legally formed entity

p g g gJ. David Page 727-669-3660 limited partner 99.99%

0.00%0.00%0.00%0.00%0.00%

This should be 100% of the GP or managing member interest: 100.00%

** These should be the names of individuals who comprise the GP or managing members, not simply the names ofseparate partnerships or corporations which may comprise those components.

Principals' Previous Participation Certification attached (Mandatory TAB D), resumé, & ownership structure chart.

B. Seller Information:Name Newington-Oxford Associates LP Contact Person John MajeskiAddress 2300 Clarendon Boulevard, Suite 200Arlington, VA 22201 Phone 703-243-9194

Is there an identity of interest between the seller and owner/applicant? Yes NoIf yes, complete the following:

Principal(s) involved (e.g. general partners, controlling shareholders, etc.)Names Phone Type Ownership % Ownership

0.00%0.00%0.00%0.00%

2009 Page 4


C. Development Team Information:Complete the following as applicable to your development team.

1. Tax Attorney: David O. Cantu Related Entity? Yes NoFirm Name: Pepple Johnson Cantu & Schmidt PLLCAddress: 2430 Estancia Boulevard, Suite 101, Clearwater, FL 33761Phone: 727-724-3222 Fax: 727-726-9272

2. Tax Accountant: Michael Favors Related Entity? Yes NoFirm Name: Favors Rettig CPA'sAddress: P.O. Box 65710, University Place, WA 98464Phone: 253-564-4993 Fax: 253-564-2508

3. Consultant: Related Entity? Yes NoFirm Name: Role:Address:Phone: Fax:

4. Management Entity (Contact): Terry Newton Related Entity? Yes NoFirm Name: RPJ Housing Development Corporation of the National Capital Area, Inc. or other VHDA approvAddress: 8 W. Nelson Ave., Alexandria, VA Phone: 703-549-7170 Fax: 703-549-7175

5. Contractor (Contact): Richard Armstrong Related Entity? Yes NoFirm Name: SP Mid-Atlantic Contstruction LLCAddress: 9702 Gayton Road - Suite 123, Richmond, VA 23233 Phone: 804-677-9518 Fax: (804) 735-4866

6. Architect: James Snowa, Mitchell Ayers Related Entity? Yes NoFirm Name: Edward H. Winks James D. Snowa Architects Inc.Address: 2119 Franklin St., Suite 200, Richmond, VA 23223Phone: (804) 643-6196 Fax: (804) 643-6190

7. Real Estate Attorney: David O. Cantu Related Entity? Yes NoFirm Name: Pepple Johnson Cantu SchmidtAddress: 2430 Estancia Boulevard - Suite 114, Clearwater, FL 33761Phone: 727-724-3222 Fax: (727) 726-9272

8. Mortgage Banker: Charles Wilson Related Entity? Yes NoFirm Name: Virginia Capital AdvisorsAddress: 1915 Pocahontas Trail, Suite B-5, Williamsburg, VA 23185Phone: (757) 220-3147 Fax: (757) 220-5746

9. Other (Contact): Related Entity? Yes NoFirm Name: Role:Address:Phone: Fax:

2009 Page 5


D. Nonprofit Involvement:

Tax Credit Nonprofit Pool Applicants: To qualify for the nonprofit pool, an organization described in IRC Section 501 (c)(3) or 501 (c)(4) and exempt from taxation under IRC Section 501 (a), whose purposes include the fostering of low-income housing:

1. Must "materially participate" in the development and operation of the project throughout the compliance period, 2. Must own all general partnership interests in the development .3. Must not be affiliated with or controlled by a for-profit organization.4. Must not have been formed for the principal purpose of competition in the nonprofit pool, and5. Must not have any staff member, or member of the nonprofit's board of directors materially participate in the proposed project

as a for-profit entity.

All Applicants: To qualify for points under the ranking system, the nonprofit's involvement need not necessarily satisfy all of the requirements for participation in the nonprofit tax credit pool.

1. Nonprofit Involvement (All Applicants)If there is no nonprofit involvement in this development, please indicate by checking here:

and go on to part III

2. Mandatory QuestionnaireIf there is nonprofit involvement, you must complete the Non-Profit Questionnaire

Questionnaire attached (Mandatory TAB E)

3. Type of involvement Nonprofit meets eligibility requirement for points only, not pool or

Nonprofit meets eligibility requirements for nonprofit pool and points.

4. Identity of Nonprofit (All nonprofit applicants)

Applications For 9% Credits - Must be completed in order to compete in the nonprofit tax credit pool.All Applicants - Must be completed for points for nonprofit involvement under the ranking system.

The nonprofit organization involved in this development is:

the Ownerthe Applicant (if different from Owner)Other

(Name of nonprofit)

(Contact Person) (Street Address)

(City) (State) (Zip code)

(Phone) (Fax)

5. Percentage of Nonprofit Ownership (All nonprofit applicants)Specify the nonprofit entity's percentage ownership of the general partnership interest:

2009 Page 6


III. DEVELOPMENT INFORMATION

A. Structure and Units:1. Total number of all units in development 50

Total number of rental units in development 50 bedrooms 120Number of low-income rental units 50 bedrooms 120Percentage of rental units designated low-income 100.00%

2. The development's structural features are (check all that apply):

Row House/Townhouse Detached Single-familyGarden Apartments Detached Two-familySlab on Grade BasementCrawl space Age of Structure: 27Elevator Number of stories: 2

3. Number of new units 0 bedrooms 0Number of adaptive reuse units 0 bedrooms 0Number of rehab units 50 bedrooms 120

4. Total Floor Area For The Entire Development 51,662.50 (Sq. ft.)

5. Unheated Floor Area (Breezeways, Balconies, Storage) 0.00 (Sq. ft.)

6. Nonresidential Commercial Floor Area 0.00 (Sq. ft.)

(Not eligible for funding)

7. Total Usable Residential Heated Area 51,662.50 (Sq. ft.)

8. Number of Buildings (containing rental units) 8

9. Commercial Area Intended Use: None

10. Project consists primarily of a building(s) which is (are)(CHOOSE ONLY ONE)

Low-Rise (1-5 stories with any structural elements made of wood)Mid-Rise (5-7 stories with no structural elements made of wood)High-Rise (8 or more stories with no structural elements made of wood)

B. Building Systems:Please describe each of the following in the space provided.Community Facilities: Playground

Exterior Finish: Brick Heating/AC System: Heat pumpsArchitectural Style: Traditional townhouse

2009 Page 7

Low-Income Housing Tax Credit Application For ReservationC. Amenities:

1. Specify the average size per unit type: (Including pro rata share of heated common area) Assisted Lvg 0.00 SF 1Bdrm Eld 0.00 SF 3-Bdrm Gar 0.00 SF 1-Sty-Eff-Eld 0.00 SF 2Bdrm Eld 0.00 SF 4-Bdrm Gar 0.00 SF 1-Sty 1BR-Eld 0.00 SF Eff-Gar 0.00 SF 2-Bdrm TH 928.43 SF 1-Sty 2BR-Eld 0.00 SF 1-Bdrm Gar 0.00 SF 3-Bdrm TH 1,190.48 SF Eff-Eld 0.00 SF 2-Bdrm Gar 0.00 SF 4-Bdrm TH 0.00 SF

2. Total gross usable, heated square feet for the entire project less nonresidential commercial area: 51,662.50 Documentation attached (TAB F) Mandatory

(Sq. ft.)

NOTE: All developments must meet VHDA's Minimum Design and Construction Requirements. By signing and submitting the Application For Reservation of Low Income Housing Tax Credits the applicant certifies that the proposed project budget, plans & specifications and work write-ups incorporate all necessary elements to fulfill these requirements.

3. Check the following items which apply to the proposed project: Documentation attached (TAB F Architect Certification) Mandatory

For any project upon completion of construction/rehabilitation: (Optional Point items) For any project, upon completion of construction/rehabilitation: (Optional Point items)

0% a(1) Percentage of 2-bedroom units that have 1.5 bathrooms

100% a(2) Percentage of 3 or more bedroom units that have 2 bathrooms

b. A community/meeting room with a minimum of 749 square feet is provided

100% c. Percentage of exterior walls covered by brick (excluding triangular gable ends, doors and windows)

d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program requirements

e. All windows meet the EPA's Energy Star qualified program requirements

f. Every unit in the development is heated and air conditioned with either (i) heat pump units with both aSEER rating of 14.0 or more and a HSPF rating of 8.2 or more and a variable speed air handling unit(for through- the-wall heat pump equipment that has an EER rating of 11.0 or more), or (ii) airconditioning units with a SEER rating of 14.0 or more and a variable speed air handling unit, combinedwith gas furnaces with an AFUE rating of 90% or more

g. Water expense is sub-metered (the tenant will pay monthly or bi-monthly bill)

h. Each bathroom consists only of low-flow faucets (2.2 gpm max.) and showerheads (2.5gpm max.)

i. Provide necessary infrastructure in all units for high speed cable, DSL or wireless internet sevice.

j. All water heaters meet the EPA's Energy Star qualified program requirements.

2009 Page 8

Low Income Housing Tax Credit Application For Reservation

For all projects exclusively serving elderly and/or handicapped tenants, upon completion of construction/rehabilitation: (Optional Point items)

a. All cooking ranges will have front controls

b. All units will have an emergency call system

c. All bathrooms will have an independent or supplemental heat source

d. All entrance doors have two eye viewers, one at 48" and the other at standard height

For all rehabilitation and adaptive reuse projects, upon completion of construction oror rehabilitation: (Optional Point items)

The structure is listed individually in the National Register of Historic Places or is located in a registered historic district and certified by the Secretary of the Interior asbeing of historical significance to the district, and the rehabilitation will be completedin such a manner as to be eligible for historic rehabilitation tax credits

Accessibility

Check one or none of the following point categories, as appropriate:

For any non-elderly property in which the greater of 5 or 10% of the units (i) provide federal project-based rent subsidies orequivalent assistance in order to ensure occupancy by extremely low-income persons; (ii) conform to HUD regulationsinterpreting accessibility requirements of section 504 of the Rehabilitation Act; and (iii) are actively marketed to people withspecial needs in accordance with a plan submitted as part of the Application. (If special needs include mobility impairmentsthe units described above must include roll-in showers and roll under sinks and front controls for ranges).

For any non-elderly property in which the greater of 5 or 10% of the units (i) have rents within HUD’s Housing ChoiceVoucher (“HCV”) payment standard; (ii) conform to HUD regulations interpreting accessibility requirements of section 504 of( ) p y ; ( ) g p g y qthe Rehabilitation Act; and (iii) are actively marketed to people with mobility impairments, including HCV holders, inaccordance with a plan submitted as part the Application.

For any non-elderly property in which at least four percent (4%) of the units conform to HUD regulations interpretingaccessibility requirements of section 504 of the Rehabilitation Act and are actively marketed to people with mobilityimpairments in accordance with a plan submitted as part of the Application.

Earthcraft or LEED Development CertificationApplicant agrees to obtain Earthcraft or LEED certification prior to issuance of IRS Form 8609. Architectcertifies in the Architect Certification that the development's design will meet the criteria for such certification.

Yes - Earthcraft Yes - LEEDIf Yes to either, attach appropriate documentation at TAB F

LEED Accredited Design Team MemberOne or more members of the design team is a LEED accredited professional.

Yes No If Yes, attach appropriate documentation at TAB F

Universal Design - Units Meeting Universal Design Standardsa. The architect of record certifies that units will be constructed to meet VHDA's Universal Design standards.

Yes No If Yes, attach appropriate documentation at TAB F

b. Number of Rental Units constructed to meet VHDA's Universal Design standards:0 Units 0%

VHDA Certified Property Management AgentOwner agrees to use a VHDA Certified Property Management Agent to manage the property.

Yes No

Yes No N/A The market-rate units' amenities are substantially equivalent to those of thelow-income units. If no, explain differences:

2009 Page 9


IV. TENANT INFORMATION

A. Set-Aside Election: UNITS SELECTED BELOW IN BOTH COLUMNS DETERMINE POINTS FOR THE BONUS POINT CATEGORY

Units Provided Per Household Type:

# of Units % of Units # of Units % of Units

0 0.00% 40% Area Median 0 0.00% 40% Area Median30 60.00% 50% Area Median 30 60.00% 50% Area Median20 40.00% 60% Area Median 20 40.00% 60% Area Median0 0.00% Non-LMI Units 0 0.00% Non-LMI Units

50 100.00% Total 50 100.00% Total

B. Special Housing Needs/Leasing Preference:

1. If 100% of the low-income units will be occupied by either or both of the following special needs groups as defined by the United States Fair Housing Act, so indicate:

Income Levels Rent Levels

Note: In order to qualify for any tax credits, a development must meet one of two minimum threshold occupancy tests. Either (i) at least 20%of the units must be rent-restricted and occupied by persons whose incomes are 50% or less of the area median income adjusted for familysize (this is called the 20/50 test) or (ii) at least 40% of the units must be rent-restricted and occupied by persons whose incomes are 60% orless of the area median income adjusted for family size (this is called the 40/60 test), all as described in Section 42 of the IRC. Rent-andincome-restricted units are known as low-income units. If you have more low-income units than required, you qualify for more credits. If youserve lower incomes than required, you receive more points under the ranking system.

Yes Elderly (age 55 or above)Yes Physically or mentally disabled persons (must meet the requirements of the federal

Americans with Disabilities Act)

2. Specify the number of low-income units that will serve individuals and families with children by providing three or more bedrooms: Number of units 40% of total low-income units

3. If the development has existing tenants, VHDA policy requires that the impact of economic and/or physicaldisplacement on those tenants be minimized, in which Owners agree to abide by the Authority's RelocationGuidelines for LIHTC properties.

Select one: N/A Relocation Plan Documentation attached (TAB G)

4. If leasing preference will be given to applicants on public housing waiting list and/or Section 8 waiting list, so indicate:

Yes NoLocality has no such waiting list; If yes, provide the following information:

Organization which holds such waiting list: Fairfax County Redevelopment and Housing AuthorityContact person (Name and Title) Russell Lee, Associate Director, Rental ServicesPhone Number 703-246-5004 Required documentation attached (TAB H)

5. If leasing preference will be given to individuals and families with children. (Less than or equal to 20% of the units must have of 1 or less bedrooms).

YesNo

20

2009 Page 10


V. LOCAL NEEDS AND SUPPORT

A. Provide the name and the address of the chief executive officer (City Manager, Town Manager, or County Administrator) of the political jurisdiction in which the development will be located: Chief Executive Officer's Name Anthony H. GriffenChief Executive Officer's Title County ExecutiveStreet Address 12000 Government Center Parkway - Suite 552 PhoneCity Fairfax State Virginia Zip 22030

Name and title of local official you have discussed this project with who could answer questions for thelocal CEO: Paula Sampson, Executive Director, Fairfax County Housing and Redevelopment Authority

Letter from CEO attached (TAB I) CEO letter to be submitted separately by June 1, 2009

VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) Yes No

If the property overlaps another jurisdiction please fill in the following:Chief Executive Officer's Name Chief Executive Officer's TitleStreet Address PhoneCity State Zip

Name and title of local official you have discussed this project with who could answer questions for thelocal CEO:

Letter from CEO attached (TAB I) CEO letter to be submitted separately by June 1, 2009

VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) Yes No

B. Project Schedulej

ACTUAL OR NAME OFACTIVITY ANTICIPATED PERSON

DATE RESPONSIBLESiteOption/Contract May 12, 2009 Roberta UjakovichSite Acquisition Nov. 2009 Roberta UjakovichZoning Approval In hand Roberta UjakovichSite Plan Approval N/A Roberta UjakovichFinancingA. Construction Loan

Loan ApplicationConditional CommitmentFirm Commitment

B. Permanent Loan - First LienLoan Application July 1, 2009 Roberta UjakovichConditional Commitment Firm Commitment September 1, 2009 Roberta Ujakovich

C. Permanent Loan-Second LienLoan ApplicationConditional CommitmentFirm Commitment

D. Other Loans & GrantsType & Source, ListApplicationAward/Commitment

Formation of Owner April 2009 Roberta UjakovichIRS Approval of Nonprofit Status N/A Roberta UjakovichClosing and Transfer of Property to Owner October 2009 Roberta UjakovichPlans and Specifications, Working Drawings September 2009 Richard Armstrong/ ArchitectBuilding Permit Issued by Local Government N/AStart Construction November 2009 Richard ArmstrongBegin Lease-up April 2010 Roberta Ujakovich/ManagementComplete Construction July 2010 Richard ArmstrongComplete Lease-Up September 2010 Roberta Ujakovich/ManagementCredit Placed in Service Date 2010 Roberta Ujakovich 2009 Page 11


VI. SITE CONTROL

A. Type of Site Control by Owner:

Applicant controls site by (select one and attach document - Mandatory TAB K)

Deed - attached

Long-term Lease - attached (expiration date: )

Option - attached (expiration date: )

Note: Site control by the Owner identified herein is a mandatory precondition of review of this application. Documentaryevidence of it, in the form of either a deed, option, purchase contract, or lease for a term longer than the period of time theproperty will be subject to occupancy restrictions must be included herewith. (9% Competitive Credits - An option orcontract must extend beyond the application deadline by a minimum of four months.)

Warning: Site control by an entity other than the Owner, even if it is a closely related party, is not sufficient. Anticipatedfuture transfers to the Owner are not sufficient. The Owner, as identified in Subpart II-A, must have site control at thetime this Application is submitted.

NOTE: If the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to along-term lease) the Owner before the allocation of credits is made this year.

Contact us before you submit this application if you have any questions about this requirement.

Purchase Contract - attached (expiration date: 11/30/09 )

If more than one site for the development and more than one form of site control, please so indicate and attach a separate sheet specifying each site, number of existing buildings on the site, if any,

type of control of each site, and applicable expiration date of form of site control. A site controldocument is required for each site.

B. Timing of Acquisition by Owner:Select one:

Owner already controls site by either deed or long-term lease or

Owner is to acquire property by deed (or lease for period no shorter than period property will be subject to occupancy restrictions) no later than 11/30/09 (must be prior to November 7, 2008).

If more than one site for the development and more than one expected date of acquisition byOwner, please so indicate and attach separate sheet specifying each site, number of existing buildings on the site, if any, and expected date of acquisition of each site by the Owner.

C. Market Study Data:

Obtain the following information from the Market Study conducted in connection with this tax credit application and enter below:

Project Wide Capture Rate - LIHTC UnitsProject Wide Capture Rate - Market UnitsProject Wide Capture Rate - All UnitsProject Wide Absorption Period (Months)

1.50%NA

1.50%2

2009 Page 12


C. Site Description

1. Exact area of site in acres 6.504

2. Has locality approved a final site plan or plan of development? Yes No

Required documentation form attached (TAB L)

3. Is site properly zoned for the proposed development? Yes No

Required documentation form attached (TAB M)

4. Will the proposal seek to qualify for points associated with proximity to public transportation?Yes No Required documentation form attached (TAB A)

D. Photographs

Include photographs of the site and any existing structure(s) in TAB O. For rehabilitation projects, provide interior pictures which document the necessity of the proposed work.

E. Plans and Specifications

Minimum submission requirements for all properties (new construction, rehabilitation and adaptive reuse)

1. A location map with property clearly defined.2. Sketch plan of the site showing overall dimensions of main building(s), major site elements

(e.g., parking lots and location of existing utilities, and water, sewer, electric,gas in the streets adjacent to the site). Contour lines and elevations are not required.

3. Sketch plans of main building(s) reflecting overall dimensions of:a. Typical floor plan(s) showing apartment types and placementb. Ground floor plan(s) showing common areas;c. Sketch floor plan(s) of typical dwelling unit(s);d. Typical wall section(s) showing footing, foundation, wall and floor structure. Notes must indicate basic materials in structure, floor and exterior finish.

In addition: required documentation for rehabilitation properties

A unit-by-unit work write-up.

Plans and specifications/unit-by-unit work writeup attached (TAB P) or Plans and specifications/unit-by-unit work writeup submitted separately

2009 Page 13


VII. OPERATING BUDGET

A. Rental Assistance1. Do or will any low-income units receive rental assistance?

Yes No2. If yes, indicate type of rental assistance:

Section 8 New Construction Substantial Rehabilitation Section 8 Moderate Rehabilitation Section 8 Certificates Section 8 Project Based Assistance RD 515 Rental Assistance Section 8 Vouchers State Assistance Other:

3. Number of units receiving assistance: 50Number of years in rental assistance contract: variesExpiration date of contract: Nov.2012, can be renewed

Contract or other agreement attached (TAB Q)

B. Utilities1. Monthly Utility Allowance Calculations

Utilities Type of Utility Utilities Enter Allowances by Bedroom Size(Gas, Electric, Oil, etc.) Paid by: 0-bdr 1-bdr 2-bdr 3-bdr 4-br

Heating UA is not broken out Owner X Tenant 0 0 88 110 0

Air Conditioning Electric Owner X Tenant 0 0 0 0g

Cooking Electric Owner X Tenant 0 0 0 0

Lighting Electric Owner X Tenant 0 0 0 0

Hot Water Electric Owner X Tenant 0 0 0 0

Water X Owner Tenant 0 0 0 0 0

Sewer X Owner Tenant 0 0 0 0 0

Trash X Owner Tenant 0 0 0 0 0

Total utility allowance for costs paid by tenant $0 $0 $88 $110 $0

2. Source of Utility Allowance Calculation (Attach Documentation TAB Q)

HUD

Utility Company (Estimate) Local PHA

Utility Company (Actual Survey) Other:

2009 Page 14


C. Revenue1. Indicate the estimated monthly income for the Low-Income Units: **

Total Number of Total MonthlyTax Credit Units Rental Income

0 $00 $030 $34,78220 $26,6360 $050

Plus Other Income Source (list): $100Equals Total Monthly Income: $61,518Twelve Months x12Equals Annual Gross Potential Income $738,216Less Vacancy Allowance ( 7.0% ) $51,675Equals Annual Effective Gross Income (EGI) - Low Income Units $686,541

** Beginning at Row 75 enter the appropriate data for both tax credit and market rate units in the yellow shaded cells.

2. Indicate the estimated monthly income for the Market Rate Units: **Total Number of Total Monthly

Market Units Rental Income0 $00 $00 $00 $00 $0

Total Number of Market Units 0

Plus Other Income Source (list): $0Equals Total Monthly Income: $0

4 Bedroom Units

1 Bedroom Units2 Bedroom Units3 Bedroom Units

Efficiency Units

4 Bedroom Units

Unit Type

Unit Type

1 Bedroom Units2 Bedroom Units3 Bedroom Units

Total Number of Tax Credit Units

Efficiency Units

Twelve Months x12Equals Annual Gross Potential Income $0Less Vacancy Allowance ( 0.0% ) $0Equals Annual Effective Gross Income (EGI) - Market Rate Units $0

Documentation in Support of Operating Budget attached (TAB R)

List number of units by type: TOTAL UNITS

ASSISTED LVG EFF-ELD 1 BD RM-ELD 2 BD RM-ELD EFF-GAR 1 BD RM-GAR

0 0 0 0 0 0

2 BD RM-GAR 3 BD RM-GAR 4 BD RM-GAR 2 BD RM-TH 3 BD RM-TH 4 BD RM-TH

0 0 0 30 20 0

1 STY-EFF-ELD 1 STY-1 BR-ELD 1 STY-2 BR-ELD Note: Please be sure to enter the number of units in the0 0 0 appropriate unit category. If not, you will find an error on

the scoresheet at 5a, 6a & 6b.List number of units by type: TAX CREDIT UNITS

ASSISTED LVG EFF-ELD 1 BD RM-ELD 2 BD RM-ELD EFF-GAR 1 BD RM-GAR

0 0 0 0 0 0

2 BD RM-GAR 3 BD RM-GAR 4 BD RM-GAR 2 BD RM-TH 3 BD RM-TH 4 BD RM-TH

0 0 0 30 20 0

1 STY-EFF-ELD 1 STY-1 BR-ELD 1 STY-2 BR-ELD

0 0 0

Efficiency UnitsUnit Type / Net Rentable Monthly Rent Total

Rent Targeting Number Units Square Feet Per Unit Monthly Rent

Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ 2009 Page 15

Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$ Efficiency - 40% 0 0.00 -$ -$

Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$ Efficiency - 50% 0 0.00 -$ -$

Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ y $ $Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Efficiency - 60% 0 0.00 -$ -$ Total Efficiency Total Monthly Eff.

Tax Credit Units: 0 0.00 Tax Credit Rent: -$

Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$ Efficiency - Market 0 0.00 -$ -$

Total EfficiencyMarket Units: 0 0.00 Total Monthly

Eff. Market Rent: -$

Total Eff. Units: 0 Total Eff. Rent -$

1-Bedroom UnitsNet Rentable Monthly Rent Total


1 BR - 40% 0 0.00 -$ -$ 2009 Page 15

1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$ 1 BR - 40% 0 0.00 -$ -$

1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$ 1 BR - 50% 0 0.00 -$ -$

1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ 1 BR - 60% 0 0.00 -$ -$ Total 1-BR Total Monthly 1-BR

Tax Credit Units: 0 0.00 Tax Credit Rent: -$

1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$ 1 BR - Market 0 0.00 -$ -$

Total 1-BRMarket Units: 0 0.00 Total Monthly

1-BR Market Rent: -$

Total 1-BR Units: 0 Total 1-BR Rent -$

2009 Page 15




2 BR - 50% 17 858.05 1,067$ 18,139$ 2 BR - 50% 1 812.50 1,067$ 1,067$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$ 2 BR - 50% 0 0.00 -$ -$

2 BR - 60% 11 858.05 1,298$ 14,278$ 2 BR - 60% 1 812.50 1,298$ 1,298$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ 2 BR - 60% 0 0.00 -$ -$ Total 2-BR Total Monthly 2-BR

Tax Credit Units: 30 25,650.40 Tax Credit Rent: 34,782$

2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2 BR - Market 0 0.00 -$ -$ 2009 Page 15



Total 2-BR Units: 30 Total 2-BR Rent 34,782$




3 BR - 50% 12 1,113.17 1,225$ 14,700$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$ 3 BR - 50% 0 0.00 -$ -$

3 BR - 60% 8 1,113.17 1,492$ 11,936$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ 3 BR - 60% 0 0.00 -$ -$ Total 3-BR Total Monthly 3-BR

Tax Credit Units: 20 22,263.40 Tax Credit Rent: 26,636$

3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$

2009 Page 15

3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$ 3 BR - Market 0 0.00 -$ -$



Total 3-BR Units: 20 Total 3-BR Rent 26,636$





4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ 4 BR - 60% 0 0.00 -$ -$ Total 4-BR Total Monthly 4-BR

Tax Credit Units: 0 0.00 Tax Credit Rent: -$ 2009 Page 15

4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$ 4 BR - Market 0 0.00 -$ -$



Total 4-BR Units: 0 Total 4-BR Rent -$

Total Units 50 Net Rentable SF: TC Units 47,913.80MKT Units 0.00

Total NR SF: 47,913.80

100.0000%Floor Space Fraction

2009 Page 15


D. Operating ExpensesAdministrative:

1. Advertising/Marketing $5002. Office Salaries $03. Office Supplies $1,5004. Office/Model Apartment (type______) $05. Management Fee $25,000

3.64% of EGI 500 Per Unit6. Manager Salaries $18,0007. Staff Unit (s) (type______) $08. Legal $2,0009. Auditing $7,500

10. Bookkeeping/Accounting Fees $011. Telephone & Answering Service $80012. Tax Credit Monitoring Fee $1,25013. Miscellaneous Administrative $0

Total Administrative $56,550Utilities

14. Fuel Oil $2,80015. Electricity $3,50016. Water $9,00017. Gas $018. Sewer $19,000

Total Utility $34,300Operating:

19. Janitor/Cleaning Payroll $020. Janitor/Cleaning Supplies $021. Janitor/Cleaning Contract $022. Exterminating $2,40023. Trash Removal $024. Security Payroll/Contract $025. Grounds Payroll $026. Grounds Supplies $027. Grounds Contract $6,00028. Maintenance/Repairs Payroll $20,00029. Repairs/Material $5,00030. Repairs Contract $031. Elevator Maintenance/Contract $032. Heating/Cooling Repairs & Maintenance $033. Pool Maintenance/Contract/Staff $034. Snow Removal $035. Decorating/Payroll/Contract $036. Decorating Supplies $037. Miscellaneous $2,500

Operating & Maintenance Totals $35,900Taxes & Insurance

38. Real Estate Taxes $59,35039. Payroll Taxes $2,90740. Miscellaneous Taxes/Licenses/Permits $35,00041. Property & Liability Insurance $12,50042. Fidelity Bond $043. Workman's Compensation $1,50044. Health Insurance & Employee Benefits $4,00045. Other Insurance $0

Total Taxes & Insurance $115,2576544

Total Operating Expense $242,007

D1. Total Oper. Ex. Per Unit $4,840 D2. Total Oper. Ex. As % EGI (from E3) 35.25%

Replacement Reserves (Total # Units X $300 or $250 New Const. Elderly Minimum) $15,000

Total Expenses $257,007

2009 Page 16


E. Cash Flow (First Year)1. Annual EGI Low-Income Units from (C1) $686,541

2. Annual EGI Market Units (from C2) + $0

3. Total Effective Gross Income = $686,541

4. Total Expenses (from D) $257,007

5. Net Operating Income = $429,534

6. Total Annual Debt Service (from Page 21 B2) - $374,771

7. Cash Flow Available for Distribution = $54,763

F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow

StabilizedYear 1 Year 2 Year 3 Year 4 Year 5

Eff. Gross Income 686,541 707,137 728,351 750,202 772,708Less Oper. Expenses 257,007 267,287 277,979 289,098 300,662Net Income 429,534 439,850 450,372 461,104 472,046Less Debt Service 374,771 374,771 374,771 374,771 374,771Cash Flow 54,763 65,079 75,602 86,333 97,275Debt Coverage Ratio 1.15 1.17 1.20 1.23 1.26

Year 6 Year 7 Year 8 Year 9 Year 10Eff. Gross Income 795,889 819,766 844,359 869,689 895,780Less Oper. Expenses 312,688 325,196 338,204 351,732 365,801Net Income 483,201 494,570 506,155 517,958 529,979Less Debt Service 374,771 374,771 374,771 374,771 374,771Cash Flow 108,430 119,799 131,384 143,187 155,208Debt Coverage Ratio 1.29 1.32 1.35 1.38 1.41

Year 11 Year 12 Year 13 Year 14 Year 15Eff. Gross Income 922,654 950,333 978,843 1,008,208 1,038,455Less Oper. Expenses 380,433 395,650 411,476 427,936 445,053Net Income 542,220 554,683 567,367 580,273 593,402Less Debt Service 374,771 374,771 374,771 374,771 374,771Cash Flow 167,450 179,912 192,596 205,502 218,631Debt Coverage Ratio 1.45 1.48 1.51 1.55 1.58Estimated Annual Percentage Increase in Revenue 3.00% (Must be < 3%)Estimated Annual Percentage Increase in Expenses 4.00% (Must be > 4%)

2009 Page 17


VIII. PROJECT BUDGET

A. Cost/Basis/Maximum Allowable Credit

Complete cost column and basis column(s) as appropriate through A12. Check if the following documentation is attached at TAB S:

Executed Construction ContractExecuted Trade Payment BreakdownAppraisalOther Cost DocumentationEnvironmental Studies

Amount of Cost up to 100% Includable inEligible Basis--Use Applicable Column(s):

"30% Present Value Credit" (D)Item (A) Cost (B) Acquisition (C) Rehab/ "70 % Present

New Construction Value Credit"

1. Contractor Cost

A. Off-Site Improvements 0 0 0 0B. Site Work 110,000 0 0 110,000C. Other: 0 0 0 0D. Unit Structures (New) 0 0 0 0E. Unit Structures (Rehab) 1,472,392 0 0 1,472,392F A B ildi ( ) 0 0 0 0

NOTE: Attorney must opine, among other things, as to correctness of the inclusion of each cost item in eligiblebasis, type of credit and numerical calculations of this Part VIII.

F. Accessory Building (s) 0 0 0 0G. Asbestos Removal 0 0 0 0H. Demolition 0 0 0 0I. Commercial Space Costs 0 0 0 0J. Structured Parking Garage 0 0 0 0K. Subtotal A: (Sum 1A..1J) 1,582,392 0 0 1,582,392L. General Requirements 63,296 0 0 63,296M. Builder's Overhead 63,296 0 0 63,296

( 4.0% Contract)N. Builder's Profit 94,944 0 0 94,944

( 6.0% Contract)O. Bonding Fee 0 0 0 0P. Other: Contingency 180,393 0 0 180,393Q. Contractor Cost

Subtotal (Sum 1K..1P) $1,984,320 $0 $0 $1,984,320

2. Owner CostsA. Building Permit 20,000 0 0 20,000B. Arch./Engin. Design Fee 70,000 0 0 70,000

( 1,400 /Unit)C. Arch. Supervision Fee 40,000 0 0 40,000

( 800 /Unit)D. Tap Fees 0 0 0 0E. Soil Borings 0 0 0 0

2009 Page 18




New Construction Value Credit"2. Owner Costs Continued

F. Construction Loan 94,000 0 0 94,000

Origination FeeG. Construction Interest 0 0 0 0

( 0.0% for 0 months)H. Taxes During Construction 0 0 0 0I. Insurance During Construction 0 0 0 0J. Cost Certification Fee 20,000 0 0 20,000K. Title and Recording 50,000 37,500 0 0L. Legal Fees for Closing 80,000 40,000 0 25,000M. Permanent Loan Fee 39,500 0 0 0

( )N. Other Permanent Loan Fees 0 0 0 0O. Credit Enhancement 0 0 0 0P. Mortgage Banker 47,000 0 0 0Q. Environmental Study 3,500 0 0 0R. Structural/Mechanical Study 0 0 0S. Appraisal Fee 7,500 0 0 0T. Market Study 5,000 0 0 5,000U. Operating Reserve 348,500 0 0 0V. Tax Credit Fee 30,267 0 0 0W. OTHER $50,504 $7,500 $0 $22,000

(SEE PAGE 19A)X. Owner Cost

Subtotal (Sum 2A..2W) $905,771 $85,000 $0 $296,000

Subtotal 1 + 2 $2,890,091 $85,000 $0 $2,280,320(Owner + Contractor Costs)

3. Developer's Fees 1,025,000 458,000 0 567,000

4. Owner's Acquisition CostsLand 500,000Existing Improvements 4,500,000 4,500,000Subtotal 4: $5,000,000 $4,500,000

5. Total Development CostsSubtotal 1+2+3+4: $8,915,091 $5,043,000 $0 $2,847,320

If this application seeks rehab credits only, in which there is no acquisition and no change in ownership, enter the greater of appraised value or tax assessment value here: $0 Land

(Attach documentation at Tab K) $0 Building

2009 Page 19




New Construction Value Credit"W. OTHER OWNER COSTS

Contingency Reserve 0 0 0 0(Rehab or Adaptive Reuse only)LIST ADDITIONAL ITEMS

0 0 0 0Survey 7,500 7,500 0 0Earthcraft Fee 22,000 0 0 22,000Additional VHDA Allocation Fee 21,004 0 0 0

0 0 0 00 0 0 00 0 0 00 0 0 00 0 0 00 0 0 00 0 0 00 0 0 00 0 0 00 0 0 00 0 0 00 0 0 0

Subtotal (Other Owner Costs) $50,504 $7,500 $0 $22,000

2009 Page 19A



"30 % Present Value Credit"(C) Rehab/ (D)

New "70 % PresentItem (A) Cost (B) Acquisition Construction Value Credit"

5. Total Development Costs Subtotal 1+2+3+4 8,915,091 5,043,000 0 2,847,320

6. Reductions in Eligible Basis

Subtract the following:A. Amount of federal grant(s) used to finance 0 0 0

qualifying development costs

B. Amount of nonqualified, nonrecourse financing 0 0 0

C. Costs of nonqualifying units of higher quality 0 0 0 (or excess portion thereof)

D. Historic Tax Credit (residential portion) 0 0 0

7. Total Eligible Basis (5 minus 6 above) 5,043,000 0 2,847,320

8. Adjustment(s) to Eligible Basis (For non-acquisition costs in eligible basis)

(i) For Earthcraft or LEED Certification AND 60 Bonus Points 0 0(ii) For QCT or DDA (Eligible Basis x 30%) 0 0

Total Adjusted Eligible basis 0 2,847,320

9. Applicable Fraction 100.0000% 100.0000% 100.0000%

10. Total Qualified Basis (Same as Part IX-C) 5,043,000 0 2,847,320(Eligible Basis x Applicable Fraction)

11. Applicable Percentage 3.28% 0.00% 9.00%(For 2009 9% competitive credits, use the May 2009 applicable percentages for acq.)

(For 9% non-competitive & tax exempt bonds, use the most recently published rates)

12. Maximum Allowable Credit under IRC §42 $165,410 $0 $256,259(Qualified Basis x Applicable Percentage)(Same as Part IX-C and equal to or more than $421,669credit amount requested) Combined 30% & 70% P. V. Credit

2009 Page 20


B. Sources of Funds

1. Construction Financing: List individually the sources of construction financing, including any suchloans financed through grant sources:

Date of Date of Amount of

Source of Funds Application Commitment Funds Name of Contact Person

1.

2. $0

3. $0

Commitments or letter(s) of intent attached (TAB T)

2. Permanent Financing: List individually the sources of all permanent financing in order of lien position:

Interest Amortization TermDate of Date of Amount of Annual Debt Rate of Period of

Source of Funds Application Commitment Funds Service Cost Loan IN YEARS Loan (years)

1. VHDA Restructured Loan $3,200,000 $272,740 8.00% 35 0

2. VHDA SPARC Loan $1,500,000 $102,030 5.95% 35 0

3. $0 0.00% 0 0

4. $0 0.00% 100000 0

5. $0 $0 0.00% 1000 0

6 $0 $0 0 00% 1000 06. $0 $0 0.00% 1000 0

Totals: $4,700,000 $374,771


3. Grants: List all grants provided for the development:

Date of Date of Amount of

Source of Funds Application Commitment Funds Name of Contact Person

1. $0

2. $0

3. $0

4. $0

5. $0

6. TCAP N/A N/A $0

Total Permanent Grants: $0


2009 Page 21


4. Portion of Syndication Proceeds Attributable to Historic Tax CreditAmount of Federal historic credits $0 x Equity % $0.00 $0Amount of Virginia historic credits $0 x Equity % $0.00 $0

6. Equity that Sponsor will Fund:Cash Investment $0Contributed Land/Building $0 Assessment Attached (TAB S)Deferred Developer Fee $384,243Other: Reserves transferred $500,000

Equity Total $884,2437. Total of All Sources (B2 + B3 + B4 + B5 + B6) $5,584,243

(not including syndication proceeds except for historic tax credits)

8. Total Development Cost $8,915,091(From VIII-A5)

9. Less Total Sources of Funds (From B7 above) $5,584,243

10. Equals equity gap to be funded with low-income tax credit proceeds (must equal IX-D3) $3,330,848

C. Syndication Information (If Applicable)

1. Actual or Anticipated Name of Syndicator Raymond James Tax Credit Funds, Inc.2. Contact Person Craig Descalzi Phone 1-800-438-88083. Street Address 880 Carillon Parkway

City St Petersburg State FL Zip 33716City St. Petersburg State FL Zip 33716

4. a. Total to be paid by anticipated users of credit (e.g., limited partners) $3,330,852b. Equity Dollars Per Credit (e.g., $0.85 per dollar of credit) $0.79c. Percent of ownership entity (e.g., 99% or 99.9%) 99.99%d. Net credit amount anticipated by user of credits $421,627e. Syndication costs not included in VIII-A5 (e.g., advisory fees) $0

5. Net amount which will be used to pay for Total Development Cost (4a-4e)as listed in Part VIII-A5 (same amount as Part IX-D3) $3,330,852

6. Amount of annual credit required for above amounts(same amount as Part IX-D6) $421,669

7. Net Equity Factor [C5 / (C6 X 10)] (same amount as Part IX-D4) Must be equal to or greater than 85% 78.99%

8. Syndication: Public or Private

9. Investors: Individual or Corporate

Syndication commitment or letter of intent attached (TAB U)

2009 Page 22


D. Recap of Federal, State, and Local Funds/Any Credit Enhancements

1. Are any portions of the sources of funds described above for the development financed directly or indirectly with Federal, State, or Local Government Funds? Yes NoIf yes, then check the type and list the amount of money involved.

Below-Market Loans Market-Rate Loans

Tax Exempt Bonds $0 Taxable Bonds $0RD 515 $0 Section 220 $0Section 221(d)(3) $0 Section 221(d)(3) $0Section 312 $0 Section 221(d)(4) $0Section 236 $0 Section 236 $0VHDA SPARC/REACH $1,500,000 Section 223(f) $0HOME Funds $0 Other: $0Other: $0Other: $0

Grants GrantsCDBG $0 State $0UDAG $0 Local $0

Other: TCAP $0

This means grants to the partnership. If you received a loan financed by a locality which received one of thelisted grants, please list it in the appropriate loan column as "other" and describe the applicable grant programwhich funded it.

2. Subsidized funding: list all sources of funding for points. Documentation Attached (TAB T)

Source of Funds Commitment date Funds1. $02. $03. $04. $05. $0

3. Does any of your financing have any credit enhancement? Yes No

If yes, list which financing and describe the credit enhancement:

4. Other Subsidies Documentation Attached (TAB Q)Section 8 Rent Supplement or Rental Assistance PaymentTax AbatementOther

5. Is HUD approval for transfer of physical asset required? Yes No

E. For Transactions Using Tax-Exempt Bonds Seeking 4% Credits:For purposes of the 50% Test, and based only on the data entered to thisapplication, the portion of the aggregate basis of buildings and land financed withtax-exempt funds is: N/A

2009 Page 23


IX. ADDITIONAL INFORMATION

A. Extended Use Restriction

This development will be subject to the standard extended use agreement which permits early termination (after the mandatory 15-year compliance period) of the extended use period. This development will be subject to an extended use agreement in which the owner's right to anyearly termination of the extended use provision is waived for 25 additional years after the 15-year compliance period for a total of 40 years. Do not select if IX.B is checked below.

This development will be subject to an extended use agreement in which the owner's right to any early termination of the extended use provision is waived for 35 additional years after the 15-year compliance period for a total of 50 years. Do not select if IX.B is checked below.

B. Nonprofit/Local Housing Authority Purchase Option/Right of First Refusal

1. After the mandatory 15-year compliance period, a qualified nonprofit as identified in the

NOTE: Each recipient of an allocation of credits will be required to record an extended use agreement asrequired by the IRC governing the use of the development for low-income housing for at least 30 years.However, the IRC provides that, in certain circumstances, such extended use period may be terminated early.

y y p p , q pattached nonprofit questionnaire, or local housing authority will have the option to purchase or the right of first refusal to acquire the development for a price not to exceed the outstanding debt and exit taxes. Such debt must be limited to the original mortgage(s) unless any refinancingis approved by the nonprofit. Do not select if extended compliance is selected in IX.A above.

Option or Right of First Refusal in Recordable Form Attached (TAB V)Enter name of qualified nonprofit:

2. A qualified nonprofit or local housing authority submits a homeownership plan committing to sell the units in the development after the mandatory 15-year compliance period to tenants whoseincomes shall not exceed the applicable income limit at the time of their initial occupancy.Do not select if extended compliance is selected in IX.A above.

Homeownership Plan Attached (TAB J)

C. Building-by-Building Information (Complete page 25 as appropriate)

2009 Page 24


C. Building-by-Building Information Must CompleteQualified basis must be determined on a building-by building basis. Complete the section below. Building street addresses are required by the IRS (must have them by the time of allocation request).

30% Present Value 30% Present ValueCredit for Acquisition Credit for Construction 70% Present Value Credit

TAX MARKETCREDIT RATE Actual or Actual or Actual orUNITS UNITS Estimate Anticipated Estimate Anticipated Estimate Anticipated

Build Street Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit Qualified In-Service Applicable Crediting # Address Basis Date Percentage Amount Basis Date Percentage Amount Basis Date Percentage Amount

1. 6 0 8215-8225 Maple Leaf Court $543,769 01/01/10 100.00% 543,769 $307,016 06/30/10 100.00% 307,016 $0 0.00% 02. 4 0 8200-8206 Maple Leaf Court $464,831 01/01/10 100.00% 464,831 $262,448 06/30/10 100.00% 262,448 $0 0.00% 03. 8 0 8208-8222 Maple Leaf Court $776,184 01/01/10 100.00% 776,184 $438,240 07/31/10 100.00% 438,240 $0 0.00% 04. 4 0 8200-8206 Beech Monarch Court $362,512 01/01/10 100.00% 362,512 $204,677 07/31/10 100.00% 204,677 $0 0.00% 05. 6 0 8207-8217 Beech Monarch Court $697,247 01/01/10 100.00% 697,247 $393,672 07/31/10 100.00% 393,672 $0 0.00% 06. 6 0 8219-8229 Beech Monarch Court $543,769 01/01/10 100.00% 543,769 $307,016 08/31/10 100.00% 307,016 $0 0.00% 07. 8 0 8231-8245 Beech Monarch Court $929,663 01/01/10 100.00% 929,663 $524,896 08/31/10 100.00% 524,896 $0 0.00% 08. 8 0 8220-8234 Beech Monarch Court $725,025 01/01/10 100.00% 725,025 $409,355 08/31/10 100.00% 409,355 $0 0.00% 09. 0.00% 0 $0 0.00% 0 $0 0.00% 0

10. $0 0.00% 0 $0 0.00% 0 $0 0.00% 011. $0 0.00% 0 $0 0.00% 0 $0 0.00% 012. $0 0.00% 0 $0 0.00% 0 $0 0.00% 013. $0 0.00% 0 $0 0.00% 0 $0 0.00% 014. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0

NUMBEROF

15. $0 0.00% 0 $0 0.00% 0 $0 0.00% 016. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0

$5,043,000 $2,847,320 $0

$5,043,000 $2,847,320 $0Qualified Basis Totals (must agree with VIII-A10)

Credit Amount Totals (must agree with VIII-A-12)

2009 Page 25






17. $0 0.00% 0 $0 0.00% 0 $0 0.00% 018. $0 0.00% 0 $0 0.00% 0 $0 0.00% 019. $0 0.00% 0 $0 0.00% 0 $0 0.00% 020. $0 0.00% 0 $0 0.00% 0 $0 0.00% 021. $0 0.00% 0 $0 0.00% 0 $0 0.00% 022. $0 0.00% 0 $0 0.00% 0 $0 0.00% 023. $0 0.00% 0 $0 0.00% 0 $0 0.00% 024. $0 0.00% 0 $0 0.00% 0 $0 0.00% 025. $0 0.00% 0 $0 0.00% 0 $0 0.00% 026. $0 0.00% 0 $0 0.00% 0 $0 0.00% 027. $0 0.00% 0 $0 0.00% 0 $0 0.00% 028. $0 0.00% 0 $0 0.00% 0 $0 0.00% 029. $0 0.00% 0 $0 0.00% 0 $0 0.00% 030. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0

NUMBEROF

31. $0 0.00% 0 $0 0.00% 0 $0 0.00% 032. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0

$0 $0 $0

$0 $0 $0Qualified Basis Totals (must agree with VIII-A10)


2009 Page 25 (2)






33. $0 0.00% 0 $0 0.00% 0 $0 0.00% 034. $0 0.00% 0 $0 0.00% 0 $0 0.00% 035. $0 0.00% 0 $0 0.00% 0 $0 0.00% 036. $0 0.00% 0 $0 0.00% 0 $0 0.00% 037. $0 0.00% 0 $0 0.00% 0 $0 0.00% 038. $0 0.00% 0 $0 0.00% 0 $0 0.00% 039. $0 0.00% 0 $0 0.00% 0 $0 0.00% 040. $0 0.00% 0 $0 0.00% 0 $0 0.00% 041. $0 0.00% 0 $0 0.00% 0 $0 0.00% 042. $0 0.00% 0 $0 0.00% 0 $0 0.00% 043. $0 0.00% 0 $0 0.00% 0 $0 0.00% 044. $0 0.00% 0 $0 0.00% 0 $0 0.00% 045. $0 0.00% 0 $0 0.00% 0 $0 0.00% 046. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0

NUMBEROF

47. $0 0.00% 0 $0 0.00% 0 $0 0.00% 048. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0

$0 $0 $0

$0 $0 $0Qualified Basis Totals (must agree with VIII-A10)


2009 Page 25 (3)


D. Determination of Reservation Amount Needed

1. Total Development Costs (from VIII-A5, Column A page 20) $8,915,091

2. Less Total Sources of Funds (from VIII-B7 page 22) $5,584,243

3. Equals Equity Gap $3,330,848

4. Divided by Net Equity Factor (VIII-C7 page 22) 78.99%(Percent of 10-year credit expected to be raised as equity investment)

5. Equals Ten-Year Credit Amount Needed to Fund Gap $4,216,685

Divided by ten years 10

6. Equals Annual Tax Credit Required to Fund the Equity Gap $421,668

7. The Maximum Allowable Credit Amount $421,669

The following calculation of the amount of credits needed is substantially the same as the calculation which will be made byVHDA to determine, as required by the IRC, the amount of credits which may be allocated for the development. However, VHDAat all times retains the right to substitute such information and assumptions as are determined by VHDA to be reasonable for theinformation and assumptions provided herein as to costs (including development fees, profits, etc.), sources for funding,expected equity, etc. Accordingly, if the development is selected by VHDA for a reservation of credits, the amount of suchreservation may differ significantly from the amount you compute below.

(from VIII-A12-combined figure)

(This amount must be equal to or more than 6 above)ERROR - EQUITY GAP AMOUNT NOT EQUAL TO RESERVATION AMOUNT

8. Reservation Amount (Lesser of 6 or 7 above)

Credit per Unit 8,433 Combined 30% & 70% PV Credit

Credit per Bedroom 3,514 $421,669Comprised of

$165,410 and $256,259 30% PV Credit 70% PV Credit

(Based on same relative percentages as VIII-A12)

E. Attorney’s OpinionAttached in Mandatory TAB W)

Goal Seek Function If you incur the error message that your reservation amount is not equal to the equity gap amount you may use the goal seek function within the Excelspreadsheet to eliminate the error message. To use the “Goal Seek” function firstplace the curser box on cell V28. Using the mouse arrow, point and click on“Tools” on the top line and then click on the “Goal Seek” option. A box willappear with the V28 cell shown in the top space, place the cursor in the middlebox and type in the new amount that you want the equity gap to be which should be the reservation amount below, then place the cursor in the bottom space and atthe bottom of the page click on page 22. Then place the cursor on cell N15(Deferred Developer Fee) and click on “OK”. A message should then appear that a solution has been found and if the amount is correct click “OK”. If the amountsare now equal the error message will disappear.

2009 Page 26


F. Statement of Owner

The undersigned hereby acknowledges the following:

1. that, to the best of its knowledge and belief, all factual information provided herein or in connection herewith is true and correct, and all estimates are reasonable.

2. that it will at all times indemnify and hold harmless VHDA and its assigns against all losses, costs,damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of, or relating to VHDA's acceptance, consideration, approval, or disapproval of this reservation request andthe issuance or nonissuance of an allocation of credits, grants and/or loan funds in connection herewith.

3. that points will be assigned only for representations made herein for which satisfactory documentation is submitted herewith and that no revised representations may be made in connection with this application once the deadline for applications has passed.

4. that this application form, provided by VHDA to applicants for tax credits, including all sections herein relative to basis, credit calculations, and determination of the amount of the credit necessary to make the development financially feasible, is provided only for the convenience of VHDA in reviewing reservationrequests; that completion hereof in no way guarantees eligibility for the credits or ensures that the amountof credits applied for has been computed in accordance with IRC requirements; and that any notationsherein describing IRC requirements are offered only as general guides and not as legal authority.

5. that the undersigned is responsible for ensuring that the proposed development will be comprised of qualified low-income buildings and that it will in all respects satisfy all applicable requirements of federaltax law and any other requirements imposed upon it by VHDA prior to allocation, should one be issued.

6. that, for the purposes of reviewing this application, VHDA is entitled to rely upon representations of the undersigned as to the inclusion of costs in eligible basis and as to all of the figures and calculations relativeto the determination of qualified basis for the development as a whole and/or each building therein individually as well as the amounts and types of credit applicable thereof, but that the issuance of a reservation based on such representation in no way warrants their correctness or compliance with IRCrequirements.

7. that VHDA may request or require changes in the information submitted herewith, may substitute its ownfigures which it deems reasonable for any or all figures provided herein by the undersigned and may reserve credits, if any, in an amount significantly different from the amount requested.

8. that reservations of credits are not transferable without prior written approval by VHDA at its sole discretion.

2009 Page 27

MANDATORY ITEMS: Score a. Signed, completed application Y Y or N 0 b. Duplicate copy of application Y Y or N 0 c. Partnership agreement Y Y or N 0 d. SCC Certification Y Y or N 0 e. Previous participation form Y Y or N 0 f. Site control document Y Y or N 0 g. Architect's Certification Y Y or N 0 h. Attorney's opinion Y Y or N 0 i. Nonprofit questionnaire (if NP) Y Y, N, N/A 0

0.001. READINESS: a. Plan of development N 0 or 40 0.00 b. Zoning approval Y 0 or 40 40.00

Total: 40.00

2. HOUSING NEEDS CHARACTERISTICS: a. VHDA notification letter to CEO Y 0 or -50 0.00 b. Local CEO letter (Y,NC,N) y 0 or 25 or 50 50.00

2009 LIHTC SELF SCORE SHEET:

Self Scoring Process

This worksheet is intended to provide you with an estimate of your application score based on the selection criteria described in theQAP. Most of the data used in the scoring process is automatically entered below as you fill in the application. Other items,denoted below in the green shaded cells, are items that are typically evaluated by VHDA’s staff during the application review andfeasibility analysis. For purposes of self scoring, it will be necessary for you to make certain decisions and assumptions about yourapplication and enter the appropriate responses in the green shaded cells of this score sheet. All but two require yes/no responses,in which case enter Y or N as appropriate. Item 2b pertaining to the Local CEO Letter will require one of the following responses: Y– the letter indicates unconditional support; N – the letter indicates opposition to the project; NC – no comment from the locality, orany other response which is neither unconditional support nor opposition. Item 5e1 requires a numeric value to be entered. Pleaseremember that the score is only an estimate based on the selection criteria using the reservation application data and theresponses you’ve entered on this score sheet. VHDA reserves the right to change application data and/or score sheet responseswhere appropriate, which may change the final score.

c. Location in a revitalization area N 0 or 30 0.00 d. Location in a Qualified Census Tract N 0 or 5 0.00 e. Sec 8 or PHA waiting list preference Y 0 or 10 10.00 f. Subsidized funding commitments 0.00% Up to 40 0.00 g. Existing RD, HUD Section 8 or 236 program Y 0 or 20 20.00 h. Tax abatement or new project based rental subsidy (HUD or RD) N 0 or 10 0.00 i. Census tract with <10% poverty rate, no tax credit units Y 0 or 25 25.00 j. Development listed on the Rural Development Rehab Priority List N 0 or 15 0.00

Total 105.00

3. DEVELOPMENT CHARACTERISTICS: a. Unit size (See calculations below) Up to 100 81.84 b. Amenities (See calculations below) Up to 60 50.00 c. Project subsidies/HUD 504 accessibility for 5 or 10% of units N 0 or 50 0.00or d. HCV payment standard/HUD 504 accessibility for 5 or 10% of units N 0 or 30 0.00or e. HUD 504 accessibility for 4% of units Y 0 or 15 15.00 f. Proximity to public transportation Y20 0, 10 or 20 20.00 g. Development will be Earthcraft or LEED certified Y 0 or 30 30.00 h. VHDA Certified Property Management Agent Y 0 or 25 25.00 i. Units constructed to meet VHDA's Universal Design standards 0% Up to 15 0.00 j. Developments with less than 100 units Up to 20 20.00

Total 241.84

4. TENANT POPULATION CHARACTERISTICS: a. <= 20% of units having 1 or less bedrooms Y 0 or 15 15.00 b. Percent of units with 3 or more bedrooms 40.00% Up to 15 15.00

Total 30.00

5. SPONSOR CHARACTERISTICS: a. Developer experience - 3 developments with 3 x units or 6 developments with 1 x units Y 0 or 50 50.00or b. Developer experience - 1 development with 1 x units n 0 or 10 0.00 c. Developer experience - uncorrected major violation N 0 or -50 0.00 d. Developer experience - noncompliance Enter Total Negative N 0 or -15 0.00 e1. Developer experience - did not build as represented Points Here: 0 0 or -x 0.00 e2. Developer experience - termination of credits by VHDA N 0 or -10 0.00 f. Management company rated unsatisfactory N 0 or -25 0.00 g. LEED accredited design team member Y 0 or 10 10.00

Total 60.00

6. EFFICIENT USE OF RESOURCES: a. Credit per unit If #N/A or #REF! appears in the score column of these point Up to 180 96.96 b. Cost per unit categories check spelling of Clerk's Office on pg 1. It must match Up to 75 18.70 2009

Total exactly with the Jurisdiction names listed in the Application Manual. 115.65

7. BONUS POINTS: Locality AMI State AMI a. Units with rents at or below 40% of AMI $99,000 $50,600 0% Up to 10 0.00 b. Units with rent and income at or below 50% of AMI 60% Up to 50 30.00or c. Units with rents at or below 50% rented to tenants at or below 60% of AMI 60% Up to 25 0.00or d. Units in Low Income Jurisdictions with rents <= 50% rented to tenants with <= 60% of AMI 60% Up to 50 0.00 e. Extended compliance 35 Years 40 or 50 50.00or f. Nonprofit or LHA purchase option N 0 or 60 0.00or g. Nonprofit or LHA Home Ownership option N 0 or 5 0.00

Total 80.00

500 Point Threshold - 9% Credits TOTAL SCORE: 672.50475 Point Threshold - Tax Exempt Bond Credits

Unit Size Calculations:E-AS LVG E-EFF E-1 BDRM E-2 BDRM

High Sq.Ft. / BDRM 0 0 0 0 Low Sq.Ft. / BDRM 0 0 0 0 Project Sq.Ft. / BDRM 0 0 0 0 Percentage of Units 0.00% 0.00% 0.00% 0.00% Points per Bedroom 0.00 0.00 0.00 0.00

F-EFF-G F-1 BDRM-G F-2 BDRM-G F-3 BDRM-G High Sq.Ft. / BDRM 0 0 0 0 Low Sq.Ft. / BDRM 0 0 0 0 Project Sq.Ft. / BDRM 0 0 0 0 Percentage of Units 0.00% 0.00% 0.00% 0.00% Points per Bedroom 0.00 0.00 0.00 0.00

F-4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH F-4 BDRM-TH High Sq.Ft. / BDRM 0 995 1,175 0 Low Sq.Ft. / BDRM 0 775 925 0 Project Sq.Ft. / BDRM 0 928 1,190 0 Percentage of Units 0.00% 60.00% 40.00% 0.00% Points per Bedroom 0.00 41.84 40.00 0.00

1 ST ELD-EFF 1 ST ELD-1 BDRM 1 ST ELD-2 BDRM If you do not receive a numeric point value High Sq.Ft. / BDRM 0 0 0 in the unit size calculations, please Low Sq.Ft. / BDRM 0 0 0 check the values entered on page 8, C1. Project Sq.Ft. / BDRM 0 0 0 These must be whole number numeric Percentage of Units 0.00% 0.00% 0.00% values only. Also check page 7, item 3, Points per Bedroom 0.00 0.00 0.00 the number of units must be either new,

adapt or rehab only. Combinations do Total Unit Size Points: 81.84 not calculate correctly.

Amenities:All units have:

a. 1.5 or 2 Bathrooms 40.00% 6.00b. Community Room 0.00c. Brick Walls 100.00% 20.00d. Kitchen/Laundry Appl-Energy Star 5.00e. Windows-Energy Star 5.00f. Heat/AC-SEER-AFUE 10.00g. Sub-metered water expense 0.00h. Low flow faucets & showerheads 3.00i. High speed cable, DSL, wireless internet 1.00j. Water heaters meet EPA Energy Star requirements 0.00

Total 50.00All elderly units have:

a. Front-control ranges 0.00b. Emergency call system 0.00c. Independent/suppl. heat source 0.00d. Two eye viewers 0.00

Total 0.00

All rehab or adaptive reuse units:b. Historic structure 0.00

Total amenities: 50.00

2009

$/SF = $156.14 Credits/SF = $8.16 Const $/unit = $39,686

TYPE OF PROJECT FAMILY = 11000; ELDERLY = 12000 11000 If an ERROR message appears here checkLOCATION BELT=100; NVM=110; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510; RUR=600 110 spelling of Clerk's Office on pg 1. It mustTYPE OF CONSTRUCTION N C=1; ADPT=2;REHAB(25,000+)=3; REHAB(15,000-25,000)=4 3 match exactly with the Jurisdiction names

listed in the Application Manual.ELDERLY

AS LVG EFF-E 1 BR-E 2 BR-E EFF-E-1 ST 1 BR-E-1 ST 2 BR-E-1 STAVG UNIT SIZE 0 0 0 0 0 0 0NUMBER OF UNITS 0 0 0 0 0 0 0

PARAMETER-(COSTS=>25,000) 0 0 0 0 0 0 0PARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0

COST PARAMETER 0 0 0 0 0 0 0PROJECT COST PER UNIT 0 0 0 0 0 0 0

PARAMETER-(CREDITS=>25,000) 0 0 0 0 0 0 0PARAMETER-(CREDITS<25,000) 0 0 0 0 0 0 0

CREDIT PARAMETER 0 0 0 0 0 0 0PROJECT CREDIT PER UNIT 0 0 0 0 0 0 0

COST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00CREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00

FAMILYEFF-G 1 BR-G 2 BR-G 3 BR-G 4 BR-G 2 BR-TH 3 BR-TH 4 BR-TH

AVG UNIT SIZE 0 0 0 0 0 928 1,190 0NUMBER OF UNITS 0 0 0 0 0 30 20 0

PARAMETER-(COSTS=>25,000) 0 0 0 0 0 199,962 235,511 0PARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0 0

COST PARAMETER 0 0 0 0 0 199,962 235,511 0PROJECT COST PER UNIT 0 0 0 0 0 144,965 185,882 0

PARAMETER-(CREDITS=>25,000) 0 0 0 0 0 17,008 20,031 0PARAMETER-(CREDITS<25,000) 0 0 0 0 0 0 0 0

CREDIT PARAMETER 0 0 0 0 0 17,008 20,031 0PROJECT CREDIT PER UNIT 0 0 0 0 0 7,578 9,717 0

COST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 12.38 6.32 0.00CREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 59.88 37.07 0.00

TOTAL COST PER UNIT POINTS 18 70

2009

TOTAL COST PER UNIT POINTS 18.70

TOTAL CREDIT PER UNIT POINTS 96.96

Cost Parameters - ElderlyAS LVG EFF-E 1 BR-E 2 BR-E EFF-E-1 ST 1 BR-E-1 ST 2 BR-E-1 ST

Standard Cost Parameter - low riseParameter Adjustment - mid riseParameter Adjustment - high rise

Adjusted Cost Parameter

Credit Parameters - ElderlyAS LVG EFF-E 1 BR-E 2 BR-E EFF-E-1 ST 1 BR-E-1 ST 2 BR-E-1 ST

Standard Credit Parameter - low riseParameter Adjustment - mid riseParameter Adjustment - high rise

Adjusted Credit Parameter

Cost Parameters - FamilyEFF-G 1 BR-G 2 BR-G 3 BR-G 4 BR-G 2 BR-TH 3 BR-TH 4 BR-TH

Standard Parameter - low riseParameter Adjustment - mid riseParameter Adjustment - high rise

Adjusted Cost Parameter

Credit Parameters - FamilyEFF-G 1 BR-G 2 BR-G 3 BR-G 4 BR-G 2 BR-TH 3 BR-TH 4 BR-TH

Standard Credit Parameter - low riseParameter Adjustment - mid riseParameter Adjustment - high rise

Adjusted Credit Parameter

0

0 0

0 0

0 00 0

000 0

0 00 0 00 0

0 0 0 0 0

0 0 0 0

0

00 0 0 0

235,511 00 0 0 0

00 0 0 00

00 0

00 0 0 0

00 0 0 0

0 0 0

0 199,962 235,5110 0

0 199,962

0 0 0 00

0

0 0

0 00 0 0

0 0 0 00

0 17,008 20,031 00 0 0 00 0 0 00 0 0 00 0 0 00 0 0 00 17,008 20,031 00 0 0 0

2009

TAB A (Documentation of Development Location)

TAB A.1 (Qualified Census Tract Certification)

State

Locality FIPS Code Market Area Locality Name Census Tract

Percent of HHDs <10% Poverty

51 059 Wash-Arl-Alex Fairfax County 4710.00 1.5%51 059 Wash-Arl-Alex Fairfax County 4711.00 1.3%51 059 Wash-Arl-Alex Fairfax County 4713.00 5.0%51 059 Wash-Arl-Alex Fairfax County 4801.00 0.9%51 059 Wash-Arl-Alex Fairfax County 4802.00 4.9%51 059 Wash-Arl-Alex Fairfax County 4803.00 2.0%51 059 Wash-Arl-Alex Fairfax County 4804.00 0.5%51 059 Wash-Arl-Alex Fairfax County 4808.00 2.9%51 059 Wash-Arl-Alex Fairfax County 4810.00 2.1%51 059 Wash-Arl-Alex Fairfax County 4814.00 4.4%51 059 Wash-Arl-Alex Fairfax County 4815.00 2.2%51 059 Wash-Arl-Alex Fairfax County 4816.00 0.5%51 059 Wash-Arl-Alex Fairfax County 4817.00 1.2%51 059 Wash-Arl-Alex Fairfax County 4821.00 1.8%51 059 Wash-Arl-Alex Fairfax County 4823.00 2.3%51 059 Wash-Arl-Alex Fairfax County 4824.00 1.0%51 059 Wash-Arl-Alex Fairfax County 4826.00 1.0%51 059 Wash-Arl-Alex Fairfax County 4905.00 2.4%51 059 Wash-Arl-Alex Fairfax County 4909.00 0.0%51 059 Wash-Arl-Alex Fairfax County 4910.00 0.0%51 059 Wash-Arl-Alex Fairfax County 4911.00 0.5%51 059 Wash-Arl-Alex Fairfax County 4912.00 2.0%51 059 Wash-Arl-Alex Fairfax County 4914.00 1.8%51 059 Wash-Arl-Alex Fairfax County 4915.00 1.0%51 059 Wash-Arl-Alex Fairfax County 4917.00 2.3%51 059 Wash-Arl-Alex Fairfax County 4918.00 3.5%51 059 Wash-Arl-Alex Fairfax County 4919.00 1.9%51 059 Wash-Arl-Alex Fairfax County 4920.00 1.9%51 059 Wash-Arl-Alex Fairfax County 4922.00 0.8%51 059 Wash-Arl-Alex Fairfax County 4923.00 2.1%51 059 Wash-Arl-Alex Fairfax County 4924.00 6.6%51 610 Wash-Arl-Alex Falls Church City 5001.00 1.8%51 610 Wash-Arl-Alex Falls Church City 5003.00 2.7%51 061 Wash-Arl-Alex Fauquier County 9901.00 8.3%51 061 Wash-Arl-Alex Fauquier County 9902.01 9.8%51 061 Wash-Arl-Alex Fauquier County 9902.02 1.7%51 061 Wash-Arl-Alex Fauquier County 9904.01 1.5%51 061 Wash-Arl-Alex Fauquier County 9904.02 2.0%51 061 Wash-Arl-Alex Fauquier County 9907.01 4.2%51 065 Charlottesville Fluvanna County 201.00 3.8%51 065 Charlottesville Fluvanna County 203.00 9.5%51 620 Rural Franklin City 901.00 6.6%51 067 Roanoke Franklin County 201.00 6.0%51 067 Roanoke Franklin County 203.00 6.3%51 067 Roanoke Franklin County 204.00 9.5%51 067 Roanoke Franklin County 205.00 9.5%51 069 Winchester Frederick County 501.00 6.9%51 069 Winchester Frederick County 502.00 4.4%51 069 Winchester Frederick County 503.00 6.4%51 069 Winchester Frederick County 504.00 5.7%51 069 Winchester Frederick County 505.00 8.5%51 069 Winchester Frederick County 506.00 6.5%51 069 Winchester Frederick County 507.00 6.9%51 069 Winchester Frederick County 510.00 5.4%

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22153

Geographies containing 8227 Mapleleaf Ct , Springfield , Virginia, 22153:Select a geography and click 'OK' State: Virginia... County: Fairfax County... ... County Subdivision: Mount Vernon district... ... Census Tract: Census Tract 4924... ... ... Block Group: Block Group 1... ... ... ... Block: Block 1000... ... Voting District/Remainder: NEWINGTON Voting District... ... Traffic Analysis Zone: 563DB

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Census Tract 4924, Fairfax County, Virginia

2.8 miles across

Page 1 of 1Census Tract 4924, Fairfax County, Virginia - Reference Map - American FactFinder

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TAB A.2

(Revitalization Area Certification)

Location Map

Address 8227 Mapleleaf CtSpringfield, VA 22153

©2009 Google - Map data ©2009 Tele Atlas - Terms of Use

Page 1 of 18227 mapleleaf court springfield, va - Google Maps

4/29/2009http://maps.google.com/maps?f=q&source=s_q&hl=en&geocode=&q=8227+mapleleaf+c...

Surveyor’s Certification of Proximity To Public Transportation

TAB B

(Partnership or Operating Agreement)

SP Springfield LPSP Springfield LP

SP Springfield GP Inc.G l P

SP Springfield GP Inc.G l P

TBD Investor Limited

TBD Investor Limited General Partner

.01%General Partner

.01%

Investor Limited Partner99.99%

Investor Limited Partner99.99%

J. David PagePresident

J. David PagePresident

100% Owner100% Owner

TAB C

(VA SCC Certification)

TAB D

(Principal’s Previous Participation Certification)

SOUTHPORT FINANCIAL SERVICES, INC. May 2009 Resume Update

Background: Southport Financial Services, Inc., a Washington State corporation, (“Southport”), has its administrative headquarters in Tacoma, Washington. J. David Page is President and sole shareholder. Other offices are in Tampa, Florida, Washington, DC and Richmond, VA. Southport was formed in 1995. Since that time Southport has closed over thirty properties in its East Coast division, including many Section 8, Mark to Market and Section 236 Payoff transactions. Most of these acquisitions and redevelopments were financed using federal Housing Tax Credits and tax-exempt bond financing. Southport is a national company with major projects from Hawaii to the Eastern Seaboard. Southport has a demonstrated capability of securing LIHTC allocations as well as tax-exempt volume cap bond allocations. We often work with non-profit sponsors and actively seek those relationships. Southport currently owns or has participation ownership in just under 11,000 units nationwide. Over forty percent of those are on the East Coast. Southport Officers and Responsible Personnel

A brief resume of the responsibilities and backgrounds of the Southport personnel is detailed below.

President & CEO. J. David Page graduated Cum Laude from Harvard University with a degree in economics and did graduate work at the University of Washington. Mr. Page founded Southport in 1995 after developing 6,000 units of apartments totaling $300 million in development. Three thousand of these units involved tax credits and/or tax-exempt bond financing. Executive Vice President; COO – Northeast & Southeast Divisions and Illinois. Peter Leach graduated from the University of Washington Law School and was approved to the Washington State Bar in 1968. As an attorney in Seattle at Schweppe, Doolittle, Krug, Tausend, Beezer & Beirle, he was counsel to the largest HUD Developer and Manager in the Northwest, Conifer Developments. He later joined that firm as its President in 1971. In 1973 he was one of the three founders of Security Pacific, Inc., now known as Security Properties, acting as its General Counsel until 1975 when he took over the development division and was responsible for developing and closing the first three 11(b) financed elderly projects in the United States as well as closing nine 221(d) 4 GNMA Tandem transactions representing over 2,500 units in four states until he retired from Security Pacific in 1978. From 1982 through 1984 he was a Vice President of Eastdil Realty where he originated and closed over $40 million of Historic Tax Credit Equity, primarily for Cornerstone Development Company, a subsidiary of the Weyerhaeuser Company. Senior Vice President – Mid Atlantic Manager; Roberta Ujakovich. Ms. Ujakovich holds a Bachelor of Arts from Allegheny College and a Master in Public Policy from the John F. Kennedy School of Government at Harvard University. She is responsible for all aspects of acquisition and redevelopment projects, working with local development partners throughout the country. Previously, she was Senior Vice President at The

National Housing Partnership and its successor AIMCO, a national Real Estate Investment Trust. At AIMCO, she was responsible for transactions in a portfolio of over 400 affordable housing properties. At NHP, she was Senior Vice President - Asset Management Transactions, managing all conventional and affordable sale, refinancing and workout transactions for a portfolio of over 840 multifamily properties valued at over $3 billion. Prior to NHP, Ms. Ujakovich worked as a developer for three successive, affiliated real estate development companies: The Cafritz/Freeman Group, The Investment Group and Rosenberg, Freeman and Associates, which developed property in the Mid Atlantic and Midwest. During that time, the companies developed over 900 apartments in Fairfax County, including the still successful Kingsley Commons, which was financed through Fairfax County Redevelopment and Housing Authority. Ms. Ujakovich has also worked as a real estate consultant for owners of affordable housing throughout the country and as a housing development loan officer for the Michigan State Housing Development Authority. Senior Vice President-Southeastern Manager, New Business Development -Richard Armstrong. Mr. Armstrong holds a BA in Economics from Wake Forest University. He is also a graduate of Virginia Tech’s Construction Management program. Mr. Armstrong is responsible for all aspects of new business development in the Southeast, including Virginia, North & South Carolina and Georgia. He is also responsible for construction management of Southport’s construction and renovation projects in the Mid Atlantic area. He came to Southport from GMAC/Newman, where he was Senior Vice President & Manager of Asset Management/Loan Administration for new construction and rehabilitation properties. Prior to his career with GMAC/Newman, Mr. Armstrong was Senior Vice President of Dynex Capital, where he was manager of the company’s affordable housing programs. Mr. Armstrong has also been a developer of affordable housing, generating 4500 units in Virginia, North & South Carolina. Vice President of Acquisitions for Southport Financial Services- Scott Seckinger graduated from the Florida State University with degrees in finance and real estate. He is involved in all aspects of the acquisition process for Southport’s east coast properties from site identification, design, permitting, and financing to project stabilization. Before joining Southport, Scott worked in Acquisitions for Raymond James Tax Credit Funds, responsible for generating new business in real estate tax credit investments, managing client relationships, and overseeing project closings. Vice President of Development- Mary Thurman holds a Master of Social Work with a focus on urban revitalization and community development from the George Warren Brown School of Social Work at Washington University in St. Louis. She also holds a Bachelor of Arts from Indiana University-Bloomington. Mary coordinates acquisition, design, financing, and construction activities for Southport’s tax credit developments. She also oversees the progress of projects during the design and construction phases and works closely with property management staff both during and after a project’s development. Before joining Southport she was the Assistant Director at DeSales Community Housing Corporation, a non-profit affordable housing developer in St. Louis, MO.

Local Partner Areas

Southport allocates its development activities by geographic areas.

Local Partner-SP

Division_Name Ownership Principal Areas Business Activity Dev./Mgt Apts

1. West & Northwest Steve and WA, AZ 9% and 4% Tax Paul Page Credit Projects; 2,357 Market Rent Apts.

2. West Coast Garcia Inv. CA, HI 4% Tax Credit Apts. 1,124 Market Rent Apts.

3. Midwest SP-YARCO KS, MO, AR 4% Tax Credit Apts. 2,798 4. East Coast SP AL,DC,FL,LA,NJ,TN,VA 4% Tax Credit Apts.& Mkt. 3,791

5. Illinois (w/East Coast) CAMCO Chicago 4% Tax Credit Apts. 927 Sec. 8 and Mkt Rent

Total Current Division SP-Partner Apartments Owned 10,997

TAB E

(Nonprofit Questionnaire)

TAB F

(Architect’s Certification)

Relocation Assistance Plan

TAB H

(PHA/Section 8 Notification Letter)

TAB I

(Local CEO Letter)

TAB J

(Homeownership Plan)

TAB K

(Site Control Documentation)

Table of Contents

LEGAL02/31276559v2/s2 Error! Reference source not found.

TABLE OF CONTENTS

ARTICLE 1 DEFINED TERMS ..................................................................................................1

ARTICLE 2 PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT ...............................9

2.1 Purchase and Sale ....................................................................................................9

2.2 Purchase Price and Deposit......................................................................................9

2.3 Escrow Provisions Regarding Deposit...................................................................10

ARTICLE 3 FEASIBILITY PERIOD........................................................................................11

3.1 Feasibility Period ...................................................................................................11

3.2 Expiration of Feasibility Period .............................................................................11

3.3 Conduct of Investigation........................................................................................12

3.4 Purchaser Indemnification .....................................................................................12

3.5 Property Materials..................................................................................................13

3.6 Property Contracts .................................................................................................14

ARTICLE 4 TITLE ....................................................................................................................14

4.1 Title Documents.....................................................................................................14

4.2 Survey ....................................................................................................................14

4.3 Objection and Response Process ...........................................................................15

4.4 Permitted Exceptions .............................................................................................16

4.5 Assumed Encumbrances ........................................................................................16

4.6 HUD Approval; VHDA Approval to the HAP Assumption; HAPApproval ................................................................................................................20

4.7 Tax Credit Reservation Application and Deposit ..................................................23

ARTICLE 5 CLOSING ..............................................................................................................23

5.1 Closing Date...........................................................................................................23

5.2 Seller Closing Deliveries .......................................................................................24

5.3 Purchaser Closing Deliveries.................................................................................25

5.4 Closing Prorations and Adjustments......................................................................27

5.5 Post Closing Adjustments ......................................................................................32

5.6 Closing Date and Closing Documents ...................................................................32

- ii -Table of Contents

LEGAL02/31276559v2/s2 Westminster Oaks, Springfield, VA, Property No. 039170

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLER ANDPURCHASER....................................................................................................................33

6.1 Seller’s Representations.........................................................................................33

6.2 AS-IS......................................................................................................................34

6.3 Survival of Seller’s Representations......................................................................35

6.4 Definition of Seller’s Knowledge ..........................................................................35

6.5 Representations and Warranties of Purchaser........................................................35

ARTICLE 7 OPERATION OF THE PROPERTY ....................................................................37

7.1 Leases and Property Contracts...............................................................................37

7.2 General Operation of Property...............................................................................37

7.3 Liens37

ARTICLE 8 CONDITIONS PRECEDENT TO CLOSING ......................................................38

8.1 Purchaser’s Conditions to Closing.........................................................................38

8.2 Seller’s Conditions to Closing ...............................................................................39

ARTICLE 9 BROKERAGE .......................................................................................................40

9.1 Indemnity ...............................................................................................................40

ARTICLE 10 DEFAULTS AND REMEDIES ............................................................................40

10.1 Purchaser Default...................................................................................................40

10.2 Seller Default .........................................................................................................41

ARTICLE 11 RISK OF LOSS OR CASUALTY.........................................................................42

11.1 Major Damage .......................................................................................................42

11.2 Minor Damage .......................................................................................................42

11.3 Closing after Casualty Damage or Destruction .....................................................42

11.4 Repairs ...................................................................................................................42

ARTICLE 12 EMINENT DOMAIN ............................................................................................43

12.1 Eminent Domain ....................................................................................................43

ARTICLE 13 MISCELLANEOUS ..............................................................................................43

13.1 Binding Effect of Contract.....................................................................................43

13.2 Exhibits and Schedules ..........................................................................................43

13.3 Assignability ..........................................................................................................43

13.4 Captions .................................................................................................................44

- iii -Table of Contents


13.5 Number and Gender of Words...............................................................................44

13.6 Notices ...................................................................................................................44

13.7 Governing Law and Venue ....................................................................................46

13.8 Entire Agreement ...................................................................................................46

13.9 Amendments ..........................................................................................................46

13.10 Severability ............................................................................................................46

13.11 Multiple Counterparts/Facsimile Signatures..........................................................46

13.12 Construction...........................................................................................................46

13.13 Confidentiality .......................................................................................................46

13.14 Time of the Essence ...............................................................................................47

13.15 Waiver....................................................................................................................47

13.16 Attorneys Fees .......................................................................................................47

13.17 Time Zone/Time Periods .......................................................................................47

13.19 No Personal Liability of Officers, Trustees or Directors of Seller’sPartners ..................................................................................................................47

13.20 No Exclusive Negotiations ....................................................................................47

13.21 ADA Disclosure.....................................................................................................47

13.22 No Recording .........................................................................................................48

13.23 Relationship of Parties ...........................................................................................48

13.24 AIMCO Marks .......................................................................................................48

13.25 Non-Solicitation of Employees..............................................................................48

13.26 Survival ..................................................................................................................48

13.27 Multiple Purchasers ...............................................................................................48

ARTICLE 14 LEAD–BASED PAINT DISCLOSURE ...............................................................49

14.1 Disclosure ..............................................................................................................49

Exhibits

A. Legal Description

B. Form of Assignment of Ground Lease

C. Form of Bill of Sale

D. Form of General Assignment

E. Form of Assignment and Assumption of Leases and Security Deposits

- iv -Table of Contents


F. Form of Vendor Termination Notice

G. Form of Release and Assumption Agreement

H. Form of Assignment of HAP Contract

I. Form of Notification Letter to Tenants

J. Lead Based Paint Disclosure

Schedules

1-A List of Excluded Permits

1-B List of Excluded Fixtures and Tangible Personal Property

2.2.1 Title Company Wiring Instructions

3.5 List of Materials

- 2 -Purchase and Sale Contract


1.1.7 “Assignment of HAP Contract” shall have the meaning set forth inSection 5.2.11.

1.1.8 Assumed Encumbrances” means the Assumed Loan Documents andcertain other security and related documents in connection with the Loan.

1.1.9 “Assumed Loan Documents” means the Note, together with the AssumedMortgage and any other documents executed or assumed by Seller in connection with the Loan,including without limitation the Regulatory Agreement, that certain Construction LoanAgreement by and between Seller and VHDA, dated as of March 30, 1982, and that certain NoteAgreement by and between Seller and VHDA, dated as of March 30, 1982, as amended by thatcertain Amendment to Note Agreement, dated as of April 27, 1983.

1.1.10 “Assumed Mortgage” means a Deed of Trust dated March 30, 1982 andrecorded in Deed Book 5641, page 334 in the records of Fairfax County, Virginia, as amendedby that certain Amendment to Deed of Trust and Regulatory Agreement dated April 27, 1983and recorded in Deed Book 5762, page 1071 in the records of Fairfax County, Virginia.

1.1.11 “Assumption Application” shall have the meaning set forth inSection 4.5.3.1.

1.1.12 “Assumption Application Submittal Deadline” shall have the meaningset forth in Section 4.5.3.1.

1.1.13 “Business Day” means any day other than a Saturday or Sunday orFederal holiday or legal holiday in the State of Colorado or the Commonwealth of Virginia.

1.1.14 “Closing” means the consummation of the purchase and sale and relatedtransactions contemplated by this Contract in accordance with the terms and conditions of thisContract.

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

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

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

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

1.1.19 “Deposit” means, to the extent actually deposited by Purchaser withEscrow Agent, the Initial Deposit, the Additional Deposit, the Tax Credit Deposit, any depositsmade in connection with Purchaser’s extension of the Closing Date on the terms and conditionsof Section 5.1.1, and any other amounts specifically referenced as becoming part of (or added to)the “Deposit” hereunder, together with all interest accrued thereon.



1.1.20 “Escrow Agent” means Fidelity National Title Insurance Company, 8450E. Crescent Parkway, Suite 410, Greenwood Village, CO 80111, Attn: Lindsey Mann,Telephone: 720.200.1227, Email: [email protected].

1.1.21 “Excluded Permits” means those Permits which, under applicable law,are nontransferable and such other Permits, if any, as may be designated as Excluded Permits onSchedule 1-A.

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

1.1.23 “FAF” shall have the meaning set forth in Section 4.5.2.

1.1.24 “FAF Refunding Agreement” shall have the meaning set forth in Section4.5.2.

1.1.25 “Feasibility Period” shall mean the time from the Effective Date to andincluding July 14, 2009.

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

1.1.27 “Fixtures and Tangible Personal Property” means all fixtures, furniture,furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of tangiblepersonal property located on the Land or in the Improvements as of the Effective Date and usedor usable in connection with the occupation or operation of all or any part of the Property, butonly to the extent transferable. The term “Fixtures and Tangible Personal Property” does notinclude (a) equipment leased by Seller and the interest of Seller in any equipment provided to theProperty for use, but not owned or leased by Seller, or (b) property owned or leased by anyTenant or guest, employee or other person furnishing goods or services to the Property, or(c) property and equipment owned by Seller, which in the ordinary course of business of theProperty is not used exclusively for the business, operation or management of the Property, or(d) the property and equipment, if any, expressly identified in Schedule 1-B.

1.1.28 “Full Release” shall have the meaning set forth in Section 4.5.2.

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

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

1.1.31 “Ground Lease” shall mean that certain Lease Agreement by andbetween Seller and Ground Lessor, dated as of March 30, 1982, and recorded at Deed Book5641, page 330 in the records of Fairfax County, Virginia.

1.1.32 “Ground Lessor” shall mean Robert Pierre Johnson HousingDevelopment Corporation of the National Capital Area, or any applicable successors or assignsthereof under the Ground Lease.

1.1.33 “HAP Assumption” shall have the meaning set forth in Section 4.6.4.1.



1.1.34 “HAP Contract” shall mean any Housing Assistance Payments Contractby which rent subsidies under Section 8 of the United States Housing Act of 1937, as amended,are provided to the Property, as such contract may be amended from time to time.

1.1.35 “HUD” means the United States Department of Housing and UrbanDevelopment.

1.1.36 “HUD Application” shall mean any application required to be submittedto VHDA and/or HUD in order to obtain VHDA Approval to the HAP Assumption and HUDApproval.

1.1.37 “HUD Application Submittal Deadline” shall have the meaning set forthin Section 4.6.5.

1.1.38 “HUD Approval” shall mean any approval required to be obtained fromHUD in order to consummate the Closing, including, but not limited to, any approval of anassignment of a HAP Contract and, if applicable, approval of the Loan Payoff.

1.1.39 “Improvements” means all buildings and improvements located on theLand taken “as is”.

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

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

1.1.42 “Land” means all of those certain tracts of land located in theCommonwealth of Virginia described on Exhibit A, and all rights, privileges and appurtenancespertaining thereto.

1.1.43 “Lease(s)” means the interest of Seller in and to all leases, subleases andother occupancy contracts, whether or not of record, which provide for the use or occupancy ofspace or facilities on or relating to the Property and which are in force as of the Closing Date forthe applicable Property, but specifically excluding the Ground Lease.

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

1.1.45 “Lender” shall mean the Virginia Housing Development Authority; alsoreferred to herein as “VHDA”.

1.1.46 “Lender Fees” shall mean all fees and expenses (including, withoutlimitation, all servicing fees and charges, transfer fees, assumption fees, title fees, endorsementfees, prepayment penalties, charges, premiums, pay-off fees or other fees to release Seller of allliability under the Loan and other fees to release Seller of all liability under the Loan) imposed orcharged by VHDA or HUD or counsel thereto, including, but not limited to, any charges, fees orexpenses of Seller required to secure approval of the Loan Payoff or as may be required pursuantto the HAP Contract Financing Adjustment Factor Provision or as required by VHDA or HUDpursuant to the FAF Refunding Agreement, in connection with the Loan Assumption andRelease and the Assumption Application, or, if applicable, the Loan Payoff.



1.1.47 “Limited Release” shall have the meaning set forth in Section 4.5.3.1.

1.1.48 “Loan” means the indebtedness owing to VHDA evidenced by the Note.

1.1.49 “Loan Assumption and Release” shall have the meaning set forth inSection 4.5.2.

1.1.50 “Loan Assumption Notice” shall have the meaning set forth in Section4.5.2.

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

1.1.52 “Loan Payoff” means payment in full (which payment may be made outof the proceeds of the Purchase Price) of the outstanding principal balance of the Note togetherwith all interest accrued under the Note prior to the Closing Date, and all other amounts due andowing to the Lender in connection with the Loan.

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

1.1.54 “Management Contract” means that certain Property ManagementAgreement between Seller and NHPMN Management, LLC pertaining to management of theLand and Improvements.

1.1.55 “Materials” shall have the meaning set forth in Section 3.5.1.

1.1.56 “Miscellaneous Property Assets” means all contract rights (including,without limitation, rights under any HAP Contract), leases, concessions, warranties, plans,drawings and other items of intangible personal property relating to the ownership or operationof the Property and owned by Seller, excluding, however, (a) receivables, (b) Property Contracts,(c) Leases, (d) Permits, (e) Fixtures and Tangible Personal Property, (f) cash or other funds,whether in petty cash or house “banks,” or on deposit in bank accounts or in transit for deposit,(g) refunds, rebates or other claims, or any interest thereon, for periods or events occurring priorto the Closing Date, (h) utility and similar deposits, (i) insurance or other prepaid items, (j)subject to Section 4.6.8, any Residual Receipts Account, (k) any capital replacement, repair orother reserves held by Seller, or any other party on behalf of or for the benefit of Seller, withrespect to the Property, (l) Seller’s proprietary books and records, (m) escrows held by Lenderfor real property taxes, insurance and mortgage insurance premiums, (n) HAP Contract subsidypayments through the Closing Date, (o) the Management Contract, (p) the Ground Lease, or(q) any right, title or interest in or to the AIMCO Marks. The term “Miscellaneous PropertyAssets” also shall include all of Seller’s rights, if any, in and to the name “Westminster Oaks” asit relates solely to use in connection with the Property (and not with respect to any other propertyowned or managed by Seller, Property Manager, AIMCO, or their respective affiliates).

1.1.57 “New Exception” shall have the meaning set forth in Section 4.3.2.

1.1.58 “New Exception Review Period” shall have the meaning set forth inSection 4.3.2.



1.1.59 “Note” means, collectively, (i) that certain Deed of Trust Note datedMarch 30, 1982 in the original stated principal amount of $2,034,327.00, executed by Seller andpayable to the order of VHDA, as amended by that certain Amendment to Deed of Trust Notedated April 27, 1983, which reduced the original stated principal amount of said note to$1,938,053.00, and (ii) that certain Deed of Trust Note dated March 30, 1982 in the originalstated principal amount of $287,035.00, executed by Seller and payable to the order of VHDA,as amended by that certain Amendment to Deed of Trust Note dated April 27, 1983, whichreduced the original stated principal amount of said note to $273,451.00.

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

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

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

1.1.63 “Payoff Consents and Purchaser-Provided Notices” shall have themeaning set forth in Section 4.5.2.

1.1.64 “Permits” means all licenses and permits granted by any governmentalauthority having jurisdiction over the Property owned by Seller and required in order to own andoperate the Property.

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

1.1.66 “Prohibited Person” means any of the following: (a) a person or entitythat is listed in the Annex to, or is otherwise subject to the provisions of, Executive OrderNo. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (b) aperson or entity owned or controlled by, or acting for or on behalf of any person or entity that islisted in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) aperson or entity that is named as a “specially designated national” or “blocked person” on themost current list published by the U.S. Treasury Department’s Office of Foreign Assets Control(“OFAC”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (d) a person orentity that is otherwise the target of any economic sanctions program currently administered byOFAC; or (e) a person or entity that is affiliated with any person or entity identified in clause (a),(b), (c) and/or (d) above.

1.1.67 “Property” means (a) Seller’s right, title and interest in and to the GroundLease and all rights of Seller, if any, in and to all of the easements, rights, privileges, andappurtenances belonging or in any way appertaining to the Land and Improvements, (b) theProperty Contracts, Leases, Permits (other than Excluded Permits), and the right, if any, of Sellerin and to the Fixtures and Tangible Personal Property, and (c) the Miscellaneous Property Assetsowned by Seller which are located on the Property and used in its operation.

1.1.68 “Property Contracts” means all contracts, agreements, equipment leases,purchase orders, maintenance, service, or utility contracts and similar contracts, excludingLeases and the Ground Lease, regardless of whether entered into by Seller, Property Manager, oran affiliate of either, which relate to the ownership, maintenance, construction or repair and/oroperation of the Property, whether or not assignable by their terms, but not including (a) any



national contracts entered into by Seller, Property Manager, or AIMCO with respect to theProperty (i) which terminate automatically upon transfer of the Property by Seller, or (ii) whichSeller, in Seller’s sole discretion, elects to terminate with respect to the Property effective as ofthe Closing Date, or (b) any property management contract for the Property or (c) the HAPContract (if, pursuant to the terms of this Agreement, the HAP Contract is not required to beassigned). Property Contracts shall not include forward or similar long-term contracts topurchase electricity, natural gas, or other utilities, which contracts shall be “Utility Contracts”governed by the provisions of Section 5.4.11.

1.1.69 “Property Contracts Notice” shall have the meaning set forth inSection 3.6.

1.1.70 “Property Manager” means the current property manager of theProperty.

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

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

1.1.73 “Records Disposal Notice” shall have the meaning set forth inSection 5.4.12.

1.1.74 “Records Hold Period” shall have the meaning set forth inSection 5.4.12.

1.1.75 “Regional Property Manager” shall mean Richard Briemann.

1.1.76 “Regulatory Agreement” means that certain Regulatory Agreement byand between Seller, Ground Lessor, and VHDA dated March 30, 1982 and recorded in DeedBook 5641, page 346 in the records of Fairfax County, Virginia, as amended by that certainAmendment to Deed of Trust and Regulatory Agreement dated April 27, 1983 and recorded inDeed Book 5762, page 1071 in the records of Fairfax County, together with any otheragreements that will continue to bind Purchaser or the Property after Closing.

1.1.77 “Release and Assumption Agreement” shall have the meaning set forthin Section 5.2.10.

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

1.1.79 “Required Assignment Consent” shall have the meaning set forth inSection 3.6.

1.1.80 “Required Loan Fund Amounts” shall have the meaning set forth inSection 4.5.3.5.

1.1.81 “Residual Receipts Account” shall have the meaning set forth inSection 4.6.10.



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

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

1.1.84 “Seller’s Indemnified Parties” shall have the meaning set forth inSection 3.4.1.

1.1.85 “Seller’s Property-Related Files and Records” shall have the meaningset forth in Section 5.4.12.

1.1.86 “Seller’s Representations” shall have the meaning set forth inSection 6.1.

1.1.87 “Specific AIMCO Provisions” shall have the meaning set forth inSection 4.5.3.1.

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

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

1.1.90 “Survival Provisions” shall have the meaning set forth in Section 13.26.

1.1.91 “Tax Credit Reservation Application” shall have the meaning set forthin Section 4.7.

1.1.92 “Tenant” means any person or entity entitled to occupy any portion of theProperty under a Lease.

1.1.93 “Tenant Deposits” means all security deposits, prepaid rentals, cleaningfees and other refundable deposits and fees collected from Tenants, plus any interest accruedthereon, paid by Tenants to Seller pursuant to the Leases. Tenant Deposits shall not include anynon-refundable deposits or fees paid by Tenants to Seller (other than non-refundable, upfront petdeposits), either pursuant to the Leases or otherwise.

1.1.94 “Tenant Security Deposit Balance” shall have the meaning set forth inSection 5.4.6.2.

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

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

1.1.97 “Title Commitment” shall have the meaning ascribed thereto inSection 4.1.

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



1.1.99 “Title Insurer” means Fidelity National Title Insurance Company, 8450E. Crescent Parkway, Suite 410, Greenwood Village, CO 80111, Attn: Lindsey Mann,Telephone: 720.200.1227, Email: [email protected].

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

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

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

1.1.103“Vendor Terminations” shall have the meaning set forth in Section 5.2.5.

1.1.104 “VHDA” shall mean the Virginia Housing Development Authority, andmay sometimes be referred to herein as “Lender”.

1.1.105“VHDA Approval” shall mean any approval required to be obtained fromVHDA in order to consummate the Closing, including, but not limited to, any approval of theAssumption Application, any approval required in connection with the Loan Assumption andRelease or the Loan Payoff, as applicable, and any approval required in connection with the HAPAssumption.

ARTICLE 2PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1 Purchase and Sale. Seller agrees to sell and convey the Property to Purchaserand Purchaser agrees to purchase the Property from Seller, all in accordance with the terms andconditions set forth in this Contract.

2.2 Purchase Price and Deposit. The total purchase price (“Purchase Price”) forthe Property shall be $4,500,000.00, which shall be payable by Purchaser, as follows:

2.2.1 Within two (2) Business Days following the Effective Date, Purchasershall deliver to Escrow Agent an initial deposit (the “Initial Deposit”) of $100.00 by wiretransfer of immediately available funds (“Good Funds”) pursuant to the wiring instructionsattached hereto as Schedule 2.2.1. The Initial Deposit shall be held and disbursed in accordancewith the escrow provisions set forth in Section 2.3.

2.2.2 On or before the first Business Day after the Feasibility Period expires,Purchaser shall deliver to Escrow Agent an additional deposit (the “Additional Deposit”) of$67,500.00 by wire transfer of Good Funds. The Additional Deposit shall be held and disbursedin accordance with the escrow provisions set forth in Section 2.3.

2.2.3 At the Closing, subject to Purchaser’s obligations under Section 4.5,Purchaser shall receive a credit against the Purchase Price in the amount of the outstandingprincipal balance of the Note as of the Closing Date (the “Loan Balance”), to the extent that theLoan Assumption and Release occurs at the Closing on the terms and conditions of this Contract.



2.2.4 If the Loan Payoff is to occur at the Closing on the terms and conditions ofthis Contract, then Purchaser shall receive no credit for the Loan Balance, and, instead, the LoanPayoff shall occur at the Closing. The balance of the Purchase Price for the Property shall bepaid to and received by Escrow Agent by wire transfer of Good Funds no later than 10:00 a.m.on the Closing Date.

2.3 Escrow Provisions Regarding Deposit.

2.3.1 Escrow Agent shall hold the Deposit in accordance with the terms of thisContract. 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 orbank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest andincome thereon shall become part of the Deposit and shall be remitted to the party entitled to theDeposit pursuant to this Contract.

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

2.3.3 If either party makes a written demand upon Escrow Agent for payment ofthe Deposit, Escrow Agent shall give written notice to the other party of such demand. IfEscrow Agent does not receive a written objection from the other party to the proposed paymentwithin 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized tomake 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 directedby written instructions from the parties to this Contract or a final judgment or arbitrator’sdecision. However, Escrow Agent shall have the right at any time to deposit the Deposit andinterest thereon, if any, with a court of competent jurisdiction in the state (or commonwealth, asthe case may be) in which the Property is located. Escrow Agent shall give written notice ofsuch deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved anddischarged of all further obligations and responsibilities hereunder. Any return of the Deposit toPurchaser provided for in this Contract shall be subject to Purchaser’s obligations set forth inSection 3.5.2.

2.3.4 The parties acknowledge that Escrow Agent is acting solely as astakeholder at their request and for their convenience, and that Escrow Agent shall not bedeemed to be the agent of either of the parties for any act or omission on its part unless taken orsuffered in bad faith in willful disregard of this Contract or involving gross negligence. Sellerand Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from andagainst all costs, claims and expenses, including reasonable attorney’s fees, incurred inconnection with the performance of Escrow Agent’s duties hereunder, except with respect toactions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of thisContract 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 thisContract. Escrow Agent shall execute the signature page for Escrow Agent attached heretowhich shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closingescrow 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 withinthe 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 thetransaction required by the Code including, but not limited to, the tax reports required pursuantto 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 resultingfrom Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to thissection.

2.3.7 The provisions of this Section 2.3 shall survive the termination of thisContract, and if not so terminated, the Closing and delivery of the Assignment of Ground Leaseto Purchaser.

ARTICLE 3FEASIBILITY PERIOD

3.1.1 Feasibility Period. Subject to the terms of Sections 3.3 and 3.4 and therights of Tenants under the Leases, during the Feasibility Period and at such times and for suchpurposes thereafter during the pendency of this Contract as are approved by Seller in writing,such approval not to be unreasonably withheld (unless the provisions of this Contract otherwiseprovide that approval or consent of Purchaser’s Inspections may be withheld by Seller in its solediscretion), 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 totime 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, to reviewthe Materials, and to otherwise confirm any and all matters which Purchaser may reasonablydesire to confirm with respect to the Property (collectively, the “Inspections”).

3.2 Expiration of Feasibility Period. If any of the matters referred to in Section 3.1or any title or survey matters appear unsatisfactory to Purchaser for any reason, or for no reasonwhatsoever, in Purchaser’s sole and absolute discretion, then Purchaser shall have the right toterminate this Contract by giving written notice to that effect to Seller and Escrow Agent no laterthan 5:00 p.m. on or before the date of expiration of the Feasibility Period. If Purchaser providessuch notice, this Contract shall terminate and be of no further force and effect subject to andexcept for the Survival Provisions, and Escrow Agent shall return the Initial Deposit toPurchaser. If Purchaser fails to provide Seller with written notice of termination prior to theexpiration of the Feasibility Period, Purchaser’s right to terminate under this Section 3.2 shall bepermanently waived and this Contract shall remain in full force and effect, the Deposit shall benon-refundable, and Purchaser’s obligation to purchase the Property shall be non-contingent andunconditional except only for satisfaction of the conditions expressly stated in Section 8.1.



3.3 Conduct of Investigation. Purchaser shall not permit any mechanics’ ormaterialmen’s liens or any other liens to attach to the Property by reason of the performance ofany work or the purchase of any materials by Purchaser or any other party in connection withany Inspections conducted by or for Purchaser. Purchaser shall give reasonable advance noticeto Seller prior to any entry onto the Property and shall permit Seller to have a representativepresent during all Inspections conducted at the Property. Purchaser shall take all reasonableactions and implement all protections necessary to ensure that all actions taken in connectionwith the Inspections, and all equipment, materials and substances generated, used or broughtonto the Property pose no material threat to the safety of persons, property or the environmentand cause no damage to the Property or other property of Seller or other persons. The provisionsof this Section 3.3 shall survive the termination of this Contract, and if not so terminated shallsurvive the Closing and delivery of the Assignment of Ground Lease to Purchaser.

3.4 Purchaser Indemnification.

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

3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shallnot be permitted to perform any invasive tests on the Property without Seller's prior writtenconsent, which consent may be withheld in Seller's sole discretion. Further, Seller shall have theright, without limitation, to disapprove any and all entries, surveys, tests (including, withoutlimitation, a Phase II environmental study of the Property), investigations and other matters thatin Seller’s reasonable judgment could result in any injury to the Property or breach of anycontract, or expose Seller to any Losses or violation of applicable law, or otherwise adverselyaffect the Property or Seller’s interest therein. Purchaser shall use best efforts to minimizedisruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to thisSection. No consent by Seller to any such activity shall be deemed to constitute a waiver bySeller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore, atPurchaser’s sole cost and expense, any portion of the Property altered or damaged by Purchaser’sexercise of its rights pursuant to this Article 3 to the same condition existing immediately prior tosuch alteration or damage. Purchaser shall maintain and cause its Consultants to maintain(a) casualty insurance and Commercial General Liability insurance with coverages of not lessthan $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death tomore than one person and $1,000,000.00 with respect to property damage, and (b) worker’scompensation insurance for all of their respective employees in accordance with the law of thestate (or commonwealth, as the case may be) in which the Property is located. Purchaser shalldeliver 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 the earlier to occur of (i) Purchaser’s or Purchaser’sConsultants’ entry onto the Property, or (ii) the expiration of 5 days after the Effective Date. Theprovisions of this Section 3.4 shall survive the termination of this Contract, and if not soterminated, the Closing and delivery of the Assignment of Ground Lease to Purchaser.

3.5 Property Materials.

3.5.1 Within ten (10) days after the Effective Date, and to the extent the sameexist and are in Seller’s possession or reasonable control (subject to Section 3.5.2), Seller agreesto make the documents set forth on Schedule 3.5 (together with any other documents orinformation provided to Seller or its agents to Purchaser or Purchaser’s Consultants with respectto the Property, the “Materials”) available at the Property for review and copying by Purchaserat Purchaser’s sole cost and expense. In the alternative, at Seller’s option and within theforegoing 10-day period, Seller may deliver some or all of the Materials to Purchaser, or makethe same available to Purchaser on a secure web site (Purchaser agrees that any item to bedelivered by Seller under this Contract shall be deemed delivered to the extent available toPurchaser on such secured web site). To the extent that Purchaser determines that any of theMaterials 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 thesame 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’ssole remedy will be to terminate this Contract pursuant to Section 3.2.

3.5.2 In providing the Materials to Purchaser, other than Seller’sRepresentations, Seller makes no representation or warranty, express, written, oral, statutory, orimplied, and all such representations and warranties are hereby expressly excluded anddisclaimed. All Materials are provided for informational purposes only and, together with allThird-Party Reports, shall be returned by Purchaser to Seller (or the destruction thereof shall becertified in writing by Purchaser to Seller) as a condition to return of the Deposit to Purchaser (ifPurchaser is otherwise entitled to such Deposit pursuant to the terms of this Contract) if thisContract is terminated for any reason. Recognizing that the Materials delivered or madeavailable by Seller pursuant to this Contract may not be complete or constitute all of suchdocuments which are in Seller’s possession or control, but are those that are readily andreasonably available to Seller, Purchaser shall not in any way be entitled to rely upon thecompleteness or accuracy of such Materials and will instead in all instances rely exclusively onits own Inspections and Consultants with respect to all matters which it deems relevant to itsdecision to acquire, own and operate the Property.

3.5.3 In addition to the items set forth on Schedule 3.5, no later than ten (10)days after the Effective Date, Seller shall deliver to Purchaser (or otherwise make available toPurchaser as provided under Section 3.5.1) the most recent rent roll for the Property listing theunit number, move-in date, monthly base rent payable, lease expiration date, unapplied TenantDeposits, the amount of any HUD rent subsidy, the amount of the tenant payment, delinquencies,and rent credits or concessions for each Lease, it being acknowledged by Purchaser that suchinformation may be contained on one or more reports relating to the Property as and to the extentprepared by Seller in the ordinary course of its business, which may or may not be referred to asor entitled the “rent roll” (whether one or multiple reports, the “Rent Roll”). The Rent Roll shall



be part of the Materials for all purposes under this Contract and Seller makes no representationsor warranties regarding the Rent Roll other than the express representation set forth inSection 6.1.7. Seller shall update the Rent Roll in accordance with Section 5.2.9.

3.6 Property Contracts. On or before the expiration of the Feasibility Period,Purchaser may deliver written notice to Seller (the “Property Contracts Notice”) specifying anyProperty Contracts which Purchaser desires to terminate at the Closing (the “TerminatedContracts”); provided that (a) the effective date of such termination on or after Closing shall besubject to the express terms of such Terminated Contracts (and, to the extent that the effectivedate of termination of any Terminated Contract is after the Closing Date, Purchaser shall bedeemed to have assumed all of Seller’s obligations under such Terminated Contract as of theClosing Date), (b) if any such Property Contract cannot by its terms be terminated, it shall beassumed by Purchaser and not be a Terminated Contract, and (c) to the extent that any suchTerminated Contract requires payment of a penalty, premium, or damages, including liquidateddamages, for cancellation, Purchaser shall be solely responsible for the payment of any suchcancellation fees, penalties, or damages, including liquidated damages. If Purchaser fails todeliver the Property Contracts Notice on or before the expiration of the Feasibility Period, thereshall be no Terminated Contracts and Purchaser shall assume all Property Contracts at theClosing. To the extent that any Property Contract to be assumed by Purchaser (including anyProperty Contracts that, because of advance notice requirements, will be temporarily assumed byPurchaser pending the effective date of termination after the Closing Date) is either (i) assignablebut requires the applicable vendor to consent to the assignment or assumption of the PropertyContract by Seller to Purchaser, or (ii) is not assignable (either by its terms or by applicable law),then, prior to the Closing, Purchaser shall be responsible for obtaining from each applicablevendor a consent (each a “Required Assignment Consent”) to the assignment of the PropertyContract by Seller to Purchaser (and the assumption by Purchaser of all obligations under suchProperty Contract). Purchaser shall indemnify, hold harmless and, if requested by Seller (inSeller’s sole discretion), defend (with counsel approved by Seller) Seller’s Indemnified Partiesfrom and against any and all Losses arising from or related to Purchaser’s failure to obtain anyRequired Assignment Consent.

ARTICLE 4TITLE

4.1 Title Documents. Within ten (10) days after the Effective Date, Seller shallcause to be delivered to Purchaser a standard form commitment (“Title Commitment”) toprovide an American Land Title Association for owner’s title insurance policy for the Property,using the policy jacket customarily provided by the Title Insurer, in an amount equal to thePurchase Price (the “Title Policy”), together with copies of all instruments identified asexceptions therein (together with the Title Commitment, referred to herein as the “TitleDocuments”). Purchaser shall be solely responsible for payment of the basic premium for theTitle Policy together with all other costs relating to procurement of the Title Commitment, theTitle Policy, and any requested endorsements.

4.2 Survey. Subject to Section 3.5.2, within ten (10) days after the Effective Date,Seller shall deliver to Purchaser or make available at the Property any existing survey of theProperty (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 updatedsurvey, together with any Existing Survey, is referred to herein as the "Survey").

4.3 Objection and Response Process.

4.3.1 On or before the date which is ten (10) days after receipt of the TitleDocuments (the “Objection Deadline”), Purchaser or its counsel shall give written notice (the“Objection Notice”) to the attorneys for Seller of any matter set forth in the Title Documents orthe Survey to which Purchaser objects (the “Objections”). If Purchaser fails to tender anObjection Notice on or before the Objection Deadline, Purchaser shall be deemed to haveapproved and irrevocably waived any objections to any matters covered by the Title Documentsand the Survey. On or before five (5) days after Seller’s receipt of the Objection Notice (the“Response Deadline”), Seller may, in Seller’s sole discretion, give Purchaser notice (the“Response Notice”) of those Objections which Seller is willing to cure, if any. Seller shall beentitled to reasonable adjournments of the Closing Date to cure the Objections. If Seller fails todeliver a Response Notice by the Response Deadline, Seller shall be deemed to have elected notto cure or otherwise resolve any matter set forth in the Objection Notice. If Purchaser isdissatisfied with the Response Notice or Seller’s lack of a Response Notice, Purchaser may, asits exclusive remedy, exercise its right to terminate this Contract prior to the expiration of theFeasibility Period in accordance with the provisions of Section 3.2. If Purchaser fails to timelyexercise such termination right on or before the Final Response Deadline, Purchaser shall bedeemed to have elected to accept the Title Documents and Survey with resolution, if any, of theObjections as set forth in the Response Notice (or if no Response Notice is tendered, without anyresolution of the Objections) and without any reduction or abatement of the Purchase Price.

4.3.2 If at any time after the expiration of the Feasibility Period, any update tothe Title Commitment discloses any additional item that (a) materially adversely affects title tothe Property, and (b) is first placed of record after the effective date of the Title Commitmentdelivered to Purchaser during the Feasibility Period (the “New Exception”), Purchaser shallhave a period of five (5) Business Days from the date of its receipt of such update (the “NewException Review Period”) to review and notify Seller in writing of Purchaser’s approval ordisapproval of the New Exception. If Purchaser disapproves of the New Exception, Seller may,in Seller’s sole discretion, notify Purchaser as to whether it is willing to cure the NewException. If Seller elects to cure the New Exception, Seller shall be entitled to reasonableadjournments of the Closing Date to cure the New Exception. If Seller fails to deliver a notice toPurchaser within five (5) Business Days after the expiration of the New Exception ReviewPeriod, Seller shall be deemed to have elected not to cure the New Exception. If Purchaser isdissatisfied with Seller’s response, or lack thereof, Purchaser may, as its exclusive remedy electeither: (i) to terminate this Contract, in which event the Deposit shall be promptly returned toPurchaser or (ii) to waive the New Exception and proceed with the transactions contemplated bythis Contract, in which event Purchaser shall be deemed to have approved the New Exception. IfPurchaser fails to notify Seller of its election to terminate this Contract in accordance with theforegoing clause within six (6) days after the expiration of the New Exception Review Period,Purchaser shall be deemed to have elected to approve and irrevocably waive any objections tothe New Exception.



4.4 Permitted Exceptions. The Assignment of Ground Lease delivered pursuant tothis Contract shall be subject to the following, all of which shall be deemed “PermittedExceptions”.

4.4.1 All matters shown in the Title Documents and the Survey, other than(a) those Objections, if any, which Seller has agreed to cure pursuant to the Response Noticeunder Section 4.3, (b) mechanics’ liens and taxes due and payable with respect to the periodpreceding Closing, (c) the standard exception regarding the rights of parties in possession whichshall be limited to those parties in possession pursuant to the Leases, and (d) the standardexception pertaining to taxes which shall be limited to taxes and assessments payable in the yearin which the Closing occurs and subsequent taxes and assessments;

4.4.2 All Leases;

4.4.3 The terms and conditions of the Ground Lease;

4.4.4 The Assumed Encumbrances, if any and, if applicable, the HAP Contract;

4.4.5 Applicable zoning and governmental regulations and ordinances;

4.4.6 Any defects in or objections to title to the Property, or title exceptions orencumbrances, arising by, through or under Purchaser; and

4.4.7 The terms and conditions of this Contract, provided, however, that theterms and conditions of this Contract shall not be contained in, or referenced in, any assignment,deed, or conveyance document filed of public record.

4.5 Assumed Encumbrances.

4.5.1 Purchaser recognizes and agrees that, in connection with the Loan, theProperty presently is encumbered by the Assumed Encumbrances. Within 10 days after theEffective Date, Seller agrees that it will make available to Purchaser (in the same manner inwhich Seller is permitted to make the Materials available to Purchaser under Section 3.5.1)copies of the Assumed Encumbrances which are in Seller’s possession or reasonable control(subject to Section 3.5.2). Notwithstanding the foregoing or Section 4.4 to the contrary, it isunderstood and agreed that, whether or not Purchaser gives an Objection Notice with respectthereto, if Purchaser causes the Loan Payoff to occur at Closing on the terms and conditionshereof, then any Assumed Mortgage and Assumed Loan Documents shall not be deemedPermitted Exceptions, whether Purchaser gives further written notice of such or not, and shall, bepaid off, satisfied, discharged and/or cured from proceeds of the Purchase Price at Closing.

4.5.2 Purchaser acknowledges that Purchaser has the opportunity either toassume the Note or to cause prepayment of the Note at Closing. Therefore, Purchaser agreesthat, at the Closing, subject to the terms of this Contract, including without limitation this Section4.5.2, either (a) the Loan Payoff shall be made, or (b) (i) Purchaser shall assume Seller'sobligations under the Note and all of the other Assumed Loan Documents and accept title to theProperty subject to the Assumed Mortgage and the Assumed Encumbrances, and (ii) VHDAshall release Seller, as well as any guarantors and other obligated parties under the Assumed



Loan Documents, from all obligations under the Assumed Loan Documents (and any relatedguarantees or letters of credit), including, without limitation, any obligation to make payments ofprincipal and interest under the Note (the “Full Release”), and (iii)VHDA shall approvePurchaser's assumption of the Assumed Loan Documents and the transfer of the Property toPurchaser for the Property (collectively, the foregoing (i), (ii) and (iii) referred to herein as the“Loan Assumption and Release”). If Purchaser decides to assume the Assumed LoanDocuments and cause the Loan Assumption and Release as aforesaid, Purchaser shall notifySeller in writing of same on or before the end of the Feasibility Period (the “Loan AssumptionNotice”). Purchaser acknowledges that the HAP Contract is subject to the HUD rules andregulations relating to the Financing Adjustment Factor ("FAF") and that the Property is subjectto a FAF Refunding Agreement between VHDA and HUD (the “FAF Refunding Agreement”)and that as such VHDA and/or HUD approval will be required to permit prepayment of the Loanand that such approval may require substantial payments to VHDA and/or HUD. In the eventPurchaser fails to or otherwise elects not to timely deliver the Loan Assumption Notice inaccordance with the above, Purchaser shall be deemed to have elected to cause the Loan Payoffto occur at Closing, in which case Purchaser shall be responsible, at Purchaser's sole cost andexpense, for obtaining all necessary consents from VHDA and HUD and giving all requirednotices thereto related to the Loan Payoff within the appropriate time frame prior to Closing(collectively, the “Payoff Consents and Purchaser-Provided Notices”), and Purchaser shallpay all Lender Fees in connection with the Loan Payoff. If VHDA or HUD require Seller toexecute or provide notices in order to provide VHDA or HUD consent to the Loan Payoff,Purchaser and Seller acknowledge that such notices remain the sole obligation of the Purchaserto VHDA or HUD, as applicable, and that Seller agrees to reasonably cooperate with Purchaser,at no cost or expense to Seller, in executing or providing such notices. If applicable, Purchaseralso shall be responsible after the Closing for providing all required notices to HUD or VHDA(or any other applicable federal or state agency) that the Loan Payoff has occurred.

4.5.3 In the event Purchaser elects to cause the Loan Assumption and Release tooccur on the terms and conditions hereof by its timely delivery of the Loan Assumption Notice,the following provisions of this Section 4.5.3 shall apply:

4.5.3.1 Purchaser acknowledges and agrees that (x) certain ofthe provisions of the Assumed Loan Documents may have been negotiated for theexclusive benefit of Seller, AIMCO or their respective affiliates (the “Specific AIMCOProvisions”), and (y) unless VHDA otherwise agrees in VHDA's sole and arbitrarydiscretion, Purchaser will not be permitted to assume the benefit of the Specific AIMCOProvisions and the same shall be of no further force or effect from and after the ClosingDate. Notwithstanding the terms of Section 4.5.2(b)(ii) to the contrary, in the eventVHDA is, after Purchaser diligently pursues the Full Release described hereinabove, onlywilling to release Seller from those obligations under the Assumed Loan Documents firstarising or accruing from and after the Closing Date (the “Limited Release”), then Sellershall have the option of either (i) terminating this Contract, in which case the Deposit willbe returned to Purchaser and this Contract shall be of no further force and effect subjectto and except for the Survival Provisions, or (ii) waiving such termination right and itsright to receive the Full Release as a condition to Closing hereunder, in which case theLimited Release shall be deemed an effective “release” for the purposes of the LoanAssumption and Release and the occurrence thereof as a condition to Closing hereunder.



Purchaser further acknowledges that the Regulatory Agreement and the other AssumedLoan Documents require the satisfaction by Purchaser of certain requirements as set forththerein to allow for the Loan Assumption and Release and the transaction(s)contemplated by this Contract. Accordingly, Purchaser, at its sole cost and expense andwithin five (5) Business Days after Purchaser delivers the Loan Assumption Notice (the“Assumption Application Submittal Deadline”), shall submit all applicationdocuments, certificates, agreements, information and fees (collectively, the “AssumptionApplication”) required by VHDA or otherwise set forth in the Assumed LoanDocuments to allow for the Loan Assumption and Release and the transaction(s)contemplated by this Contract. Purchaser shall be in default hereunder if Purchaser failsto submit the Assumption Application to VHDA by the Assumption ApplicationSubmittal Deadline, in which event Seller may terminate this Contract and the Depositshall be immediately released by the Escrow Agent to Seller. Prior to the Closing,Purchaser shall, at its sole cost and expense, secure any approvals required from VHDAin connection with the Loan Assumption and Release. Without limiting the generality ofthe foregoing, Purchaser shall pay the cost of any physical inspection report required inconnection with obtaining the Loan Assumption and Release.

4.5.3.2 Purchaser agrees promptly to deliver to VHDA alldocuments and information required by the Assumed Loan Documents or by the VHDAin order to obtain the Loan Assumption and Release, and such other information ordocumentation as the VHDA reasonably may request, including, without limitation,financial statements, income tax returns and other financial information for Purchaser andany required guarantor, materials, documents, certificates, signatures, and other items.Purchaser acknowledges that the VHDA’s assumption guidelines may not be consistentwith the provisions of the Assumed Loan Documents concerning the Loan Assumptionand Release. Purchaser shall coordinate with the VHDA to comply with the appropriateprovisions of both the Assumed Loan Documents and VHDA’s assumption guidelines inorder to allow for the Loan Assumption and Release. Seller agrees that it will cooperatewith Purchaser and VHDA, at no cost or expense to Seller, in connection withPurchaser’s application to VHDA for approval of the Loan Assumption and Release.Seller reserves the right to reject, in Seller’s sole discretion, the terms and conditionsimposed on Seller by VHDA in connection with the Loan Assumption and Release;provided, however, that if (i) VHDA has agreed to provide the Full Release, (ii) the termsof the Loan Assumption and Release do not impose any additional liability on Seller (towit, liability of any kind beyond Purchaser’s obligation to pay all Lender Fees) orotherwise adversely affect the economic remuneration due Seller from the salecontemplated hereby, and (iii) Seller nevertheless rejects the terms of the LoanAssumption and Release, thereby causing Purchaser’s failure to obtain VHDA Approvalto the Loan Assumption and Release on or before the Closing Date, this Contract shallterminate, Purchaser shall receive a return of the Deposit, and this Contract shall be of nofurther force and effect subject to and except for the Survival Provisions.

4.5.3.3 Purchaser agrees to provide Seller with a copy of theAssumption Application no later than 2 Business Days prior to the AssumptionApplication Submittal Deadline and shall provide to Seller on or before the AssumptionApplication Submittal Deadline evidence of its submission of the foregoing to VHDA on



or before the Assumption Application Submittal Deadline. Purchaser shall be responsibleat its sole cost and expense for correcting and re-submitting any deficiencies noted by theVHDA in connection with the Assumption Application no later than 5 Business Daysafter notification from the VHDA of such deficiency. Purchaser also shall provide Sellerwith a copy of any correspondence from the VHDA with respect to the AssumptionApplication no later than 3 Business Days after receipt of such correspondence from theVHDA. In the event that the VHDA at any time disapproves the AssumptionApplication, this Contract shall terminate, Seller shall be entitled to retain the Deposit,and this Contract shall be of no further force and effect subject to and except for theSurvival Provisions.

4.5.3.4 Purchaser shall pay all Lender Fees in connection withthe Loan Assumption and Release. The provisions of this Section 4.5.3.4 shall survivethe termination of this Contract and the Closing.

4.5.3.5 At Seller’s option, either (i) Purchaser shall beresponsible for (a) replacing (and increasing to the extent required by VHDA or, ifapplicable, HUD) all reserves, impounds and other accounts required to be maintained byVHDA or, if applicable, HUD, in connection with the Loan or any of the Assumed LoanDocuments or otherwise, and (b) funding any additional reserves, impounds or accountsrequired by VHDA or, if applicable, HUD, to be maintained by Purchaser in connectionwith the Loan (pursuant to any of the Assumed Loan Documents) after the LoanAssumption and Release (the foregoing amounts in (i)(a) and (i)(b) collectively referredto herein as the “Required Loan Fund Amounts”), or (ii) (a) Seller shall transfer toPurchaser all reserves, impounds and other accounts Seller maintains either in connectionwith the Loan (or pursuant to any of the Assumed Loan Documents) or as required byVHDA or, if applicable, HUD, (b) Purchaser shall reimburse Seller for the transferredaccounts at Closing, and (c) Purchaser shall fund any increases to existing or additionalreserves, impounds or accounts required by VHDA or, if applicable, HUD, to bemaintained by Purchaser in connection with the Loan (or pursuant to any of the AssumedLoan Documents) after the Loan Assumption and Release. Any existing reserves,impounds and other accounts required to be replaced by Purchaser pursuant to theforegoing sentence shall be released in Good Funds to Seller at the Closing. Seller shallbe permitted to utilize any and all existing reserves, impounds or other accounts inSeller’s sole discretion prior to Closing. Notwithstanding Seller’s right to elect betweenclauses (i) and (ii) of this Section 4.5.3.5, if VHDA or HUD do not allow Seller to elect(i), then (ii) shall apply.

4.5.4 Regardless of whether the Loan Payoff or the Loan Assumption andRelease is to occur on the terms and conditions hereof, Purchaser also shall obtain any and allAgency Consents prior to the Closing Date. In addition, Purchaser shall be responsible for anypayments, improvements, upgrades, retrofits or other expenditures required by HUD, VHDA, orby any other federal, state or local authorities as a condition to HUD Approval, VHDAApproval, or any Agency Consents, such costs to be evaluated by Purchaser during Purchaser’sFeasibility Period.



4.5.5 Purchaser shall be in default hereunder if (i) Purchaser sends the LoanAssumption Notice and then fails to submit a complete Assumption Application by theAssumption Application Submittal Deadline, or (ii) after providing the Loan Assumption Notice,Purchaser fails to obtain the Loan Assumption and Release and VHDA Approval prior to theClosing Date, or (iii) Purchaser elects not to (or otherwise fails to) provide the Loan AssumptionNotice, thereby electing to cause the Loan Payoff to occur, and Purchaser then fails to obtain anddeliver all Payoff Consents and Purchaser-Provided Notices prior to the Closing Date, in each ofwhich events Seller may terminate this Contract and the Deposit shall be immediately releasedby the Escrow Agent to Seller.

4.6 HUD Approval; VHDA Approval to the HAP Assumption; HAP Approval ;.

4.6.1 Intentionally Omitted.


4.6.3 Purchaser recognizes and agrees that the Property presently is benefited bythe HAP Contract which shall be deemed an “Assumed Encumbrance” for all purposes underthis Contract”) if, pursuant to its terms, the HAP Contract will continue in effect from and afterthe Closing. Within 10 days after the Effective Date, Seller agrees that it will make available toPurchaser (in the same manner in which such Seller is permitted to make the Materials availableto Purchaser under Section 3.5.1) a copy of the HAP Contract which is in such Seller'spossession or reasonable control (subject to Section 3.5.2).

4.6.4 With respect to the HAP Assumption:

4.6.4.1 Purchaser agrees that, at the Closing, Seller shall assignand Purchaser shall assume the HAP Contract (the “HAP Assumption”). Purchaserfurther acknowledges that the HAP Contract requires the satisfaction by Purchaser ofcertain requirements as set forth therein and established by HUD and VHDA to allow forthe HAP Assumption.

4.6.5 Prior to the Closing, Purchaser shall, at its sole cost and expense, obtainVHDA Approval to the HAP Assumption and HUD Approval. In connection with the foregoing,Purchaser, at its sole cost and expense and no later than thirty (30) days after the Effective Date(“HUD Application Submittal Deadline”), shall submit a complete HUD Application in orderto request VHDA Approval to the HAP Assumption and HUD Approval, including, withoutlimitation, all application documents, certificates, agreements, information and fees required byVHDA and HUD to allow for VHDA Approval to the HAP Assumption and HUD's approval ofSeller's assignment and Purchaser's assumption of the HAP Contract. In addition to theforegoing, (x) Purchaser shall obtain 2530 approval from HUD, and, in addition to such 2530approval, shall satisfy all other requirements imposed by HUD field offices in connection withany other process imposed as a prerequisite to obtaining HUD Approval, and (y) if the Property'sReal Estate Assessment Center physical inspection score is a 59 or below and the Property isinvolved in an assignment of the HAP Contract, then Purchaser shall enter into an agreementwith HUD or, if applicable, VHDA, whereby Purchaser will hire an independent professionalinspector (if an in-house HUD (or, if applicable, VHDA) inspector is unavailable) to inspect all



of the Property's units to determine if they meet the Uniform Physical Condition Standards(UPCS), and all units that meet the UPCS may continue to receive Section 8 subsidy and anyunits that fail to meet the UPCS shall be repaired by Purchaser and re-inspected, and mayvoucher for Section 8 funds once they satisfy UPCS. Purchaser shall be in default hereunder ifPurchaser fails to submit the HUD Application to VHDA and HUD by the HUD ApplicationSubmittal Deadline, in which event Seller may terminate this Contract, and the Deposit shall beimmediately released by the Escrow Agent to Seller. To the extent necessary and reasonable,Seller will provide authorization to VHDA, HUD, or any other appropriate federal or stateagency, to release to Purchaser copies of the HAP Contract, or other documents or agreementswith VHDA or HUD for Purchaser's reference in connection with obtaining VHDA Approval tothe HAP Assumption and HUD Approval.

4.6.6 Without limiting the foregoing, Purchaser agrees promptly to deliver toHUD all documents and information required in order to obtain HUD Approval, and such otherinformation or documentation as HUD reasonably may request, including, without limitation,financial statements, income tax returns and other financial information for Purchaser and anyrequired guarantor, materials, documents, certificates, signatures, and other items. Seller agreesthat it will cooperate with Purchaser and HUD, at no cost or expense to Seller, in connectionwith Purchaser's application to HUD for HUD Approval. Seller reserves the right to reject, inSeller's sole discretion, the terms and conditions imposed by HUD in connection with HUDApproval (including, without limitation, any condition imposed by HUD which would imposeliability on Seller or adversely affect the economic remuneration due Seller from the salecontemplated hereby); provided, however, if such rejection by Seller results in Purchaser’sfailure to obtain HUD Approval on or before the Closing Date, this Contract shall terminate,Purchaser shall receive a return of the Deposit, and this Contract shall be of no further force andeffect subject to and except for the Survival Provisions. Purchaser agrees to provide Seller witha copy of the HUD Application no later than 2 Business Days prior to the HUD ApplicationSubmittal Deadline and shall provide evidence of Purchaser's submission of same to HUD andVHDA on or before the HUD Application Submittal Deadline. Purchaser shall be responsible atits sole cost and expense for correcting and re-submitting any deficiencies noted by HUD and/orVHDA in connection with the HUD Application no later than 5 Business Days after notificationfrom HUD and/or VHDA of such deficiency. Purchaser also shall provide Seller with a copy ofany correspondence from HUD and/or VHDA with respect to the HUD Application no later than3 Business Days after receipt of such correspondence from HUD and/or VHDA. In the eventthat HUD or VHDA at any time disapproves the HUD Application, this Contract shall terminate,Seller shall be entitled to retain the Deposit, and this Contract shall be of no further force andeffect subject to and except for the Survival Provisions. Purchaser shall pay all fees andexpenses (including, without limitation, transfer fees, assumption fees, title fees, endorsementfees, and other fees) imposed or charged by HUD, VHDA, or their counsel in connection witheither the HUD Application, HUD Approval or VHDA Approval (which obligation shall survivethe termination of this Contract and the Closing). Without limiting the generality of theforegoing, Purchaser shall pay the cost of any physical inspection report required in connectionwith obtaining HUD Approval or VHDA Approval.






4.6.10 Notwithstanding anything in this Contract to the contrary, any residualreceipts account maintained by Seller (a “Residual Receipts Account”) shall be disposed of atthe Closing as follows: (A) if the Residual Receipts Account is required by HUD or VHDA to bemaintained because of the applicable mortgage program, then the Residual Receipts Accountwill be released to Seller at the Closing, and (B) if the Residual Receipts Account is required byHUD or VHDA in connection with a Section 8 Housing program at the Property, then theResidual Receipts Account will remain with the Property following the Closing and Purchasershall reimburse Seller at the Closing for the amount of such Residual Receipts Account.


4.6.12 Purchaser recognizes and agrees that VHDA and/or HUD may require thatthe Assignment of HAP Contract contain a provision, in accordance with the Memorandum ofBeverly J. Miller, Director, Asset Management, Office of Housing, dated January 6, 2005, thatamends the HAP Contract to include the following additional provisions:

Physical Conditions Standards and Inspection Requirements. The Owner shallcomply with the Physical Condition Standards and Inspection Requirements of 24 CFRPart 5, Subpart G, including any changes in the regulation and related Directives. Inaddition, the Owner shall comply with HUD's Physical Condition Standards ofMultifamily Properties of 24 CFR Part 200, Subpart P, including any changes in theregulation and related Directives. This obligation shall apply both during the currentterm of the HAP contract and during each successive renewal term.

Financial Reporting Standards. The Owner shall comply with the Uniform FinancialReporting Standards of 24 CFR Part 5, Subpart H, including any changes in theregulation and related Directives. This obligation shall apply both during the currentterm of the HAP contract and during each successive renewal term.

4.6.13 Purchaser acknowledges and agrees that, in connection with VHDAApproval and HUD Approval, VHDA and/or HUD may require the funding of additionalescrows and reserves, including without limitation, additional repair escrows (collectively, the“Additional Required Escrows”). Purchaser agrees that, at the Closing, Purchaser shall fundall Additional Required Escrows in Good Funds and in addition to the Purchase Price or anyother amount Purchaser is required to pay pursuant to this Contract.

4.6.14 Purchaser represents and warrants that, prior to the Effective Date,Purchaser has taken all steps and provided all information required by VHDA and HUD in orderto register as a participant under HUD's Active Partner Performance System or any similarelectronic filing system presently maintained by HUD (the “APPS”). Purchaser agrees to makeall filings required to be made electronically to VHDA and HUD through the APPS, including,without limitation, any advanced notification required in connection with an event that willtrigger 2530 approval.



4.7 Tax Credit Reservation Application and Deposit. From and after the EffectiveDate, Purchaser shall diligently pursue and use commercially reasonable efforts to receive areservation application from the VHDA of nine percent (9%) low income housing credits (the“Tax Credit Reservation Application”). Within five (5) days after Purchaser’s receipt of theTax Credit Reservation Application, but in no event later than August 31, 2009 (and regardlessof whether Purchaser has received the Tax Credit Reservation Application by such date),Purchaser shall deliver to Escrow Agent an additional deposit of $67,500.00 (the “Tax CreditDeposit”), which amount when received by Escrow Agent shall be added to the Deposithereunder, shall be non-refundable (except as otherwise expressly provided herein with respectto the Deposit), and shall be held, credited and disbursed in the same manner as providedhereunder with respect to the Deposit. Purchaser shall promptly (but no later than three (3)Business Days after receipt of same) provide Seller with notice of its receipt of the Tax CreditReservation Application and any commitment or confirmation from VHDA to provide same.

ARTICLE 5CLOSING

5.1 Closing Date

5.1.1 The Closing shall occur on or before September 30, 2009 (the “ClosingDate”). The Closing shall occur through an escrow with the Title Insurer, whereby Seller,Purchaser and their attorneys need not be physically present at the Closing and may deliverdocuments by overnight air courier or other means. Provided that Purchaser is not in defaultunder the terms of this Contract, Purchaser shall be permitted to extend the Closing Datespecified in the first sentence of this Section 5.1.1 for up to two (2) additional periods of thirty(30) days each by concurrently delivering (with respect to each such thirty (30) day extensionperiod): (i) written notice to Seller no later than fifteen (15) days prior to the then-scheduledClosing Date, and (ii) a payment to Escrow Agent in the amount of $22,500.00, which amountwhen received by Escrow Agent shall be added to the Deposit hereunder, shall be non-refundable (except as otherwise expressly provided herein with respect to the Deposit), and shallbe held, credited and disbursed in the same manner as provided hereunder with respect to theDeposit.

5.1.2 Notwithstanding the foregoing Section 5.1.1 to the contrary, Seller shallhave the option, by delivering written notice to Purchaser, to extend the Closing Date to the lastBusiness Day of the month in which the Closing Date otherwise would occur pursuant toSection 5.1.1, in connection with the Loan Assumption and Release or the Loan Payoff, asapplicable. Further, the Closing Date may be extended without penalty at the option of Sellereither (a) to a date not later than forty-five (45) days following the Closing Date specified inSection 5.1.1 (or, if applicable, as extended by Seller pursuant to this Section 5.1.2) to satisfy anycondition to Closing, (b) to a date following the Closing Date specified in the first sentence ofthis paragraph above (or, if applicable, as extended by Seller pursuant to the second sentence ofthis paragraph) in order to finalize the drafting with VHDA and VHDA's counsel of alldocuments necessary or desirable to accomplish the Loan Assumption and Release, or (c) to suchlater date as is mutually acceptable to Seller and Purchaser or in connection with or VHDAApproval to the HAP Assumption or HUD Approval. Further, the Closing Date specified inSection 5.1.1 (or, if applicable, as extended by Seller pursuant to this Section 5.1.2) may be



extended without penalty at the option of Seller to a date not later than forty-five (45) daysfollowing the Closing Date specified in Section 5.1.1 above (or, if applicable, as extended bySeller pursuant to this Section 5.1.2) to satisfy any condition to Closing or resolve any otherissues precluding Closing (including, without limitation, occurrences described in Articles 11 or12) or, alternatively, to a date following the Closing Date specified in Section 5.1.1 above (or, ifapplicable, as extended by Seller pursuant to this Section 5.1.2) in order to obtain, as applicable,or VHDA Approval to the HAP Assumption or HUD Approval, or to such later date as ismutually acceptable to Seller and Purchaser.

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

5.2.1 Assignment of Ground Lease (the “Assignment of Ground Lease”) in theform attached as Exhibit B, which includes a quit-claim conveyance of all of Seller’s right, title,and interest in and to the Improvements.

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 “GeneralAssignment”).

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

5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressedby Purchaser and countersigned by Seller to each of the vendors under the Terminated Contractsinforming them of the termination of such Terminated Contract as of the Closing Date (subject toany delay in the effectiveness of such termination pursuant to the express terms of eachapplicable Terminated Contract) (the “Vendor Terminations”).

5.2.6 Seller’s closing statement.

5.2.7 A title affidavit, or at Seller’s option, an indemnity, as applicable, in formreasonably acceptable to Seller that is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the Title Policy; provided that such affidavit does not subject Seller to anygreater liability, or impose any additional obligations, other than as set forth in this Contract.

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

5.2.9 An updated Rent Roll reflecting the information required in Section 3.5.3;provided, however, that the content of such updated Rent Roll shall in no event expand ormodify the conditions to Purchaser’s obligation to close as specified under Section 8.1.

5.2.10 In the event Purchaser elects to cause the Loan Assumption and Release tooccur on the terms and conditions of this Contract, a Release and Assumption Agreement in suchform as the parties hereto and the VHDA may reasonably agree (the “Release and AssumptionAgreement”), which Purchaser shall countersign so as to effect an assumption by Purchaser of



Seller’s obligations thereunder, and which VHDA shall sign so as to effect a release of Seller’sobligations thereunder.

5.2.11 If the HAP Contract is assumed by Purchaser, an Assignment of HAPContract in the form attached hereto as Exhibit H or in such other form as may be required byHUD or VHDA and is acceptable to Seller (the “Assignment of HAP Contract”).

5.2.12 Resolutions, certificates of good standing, and such other organizationaldocuments as Title Insurer shall reasonably require evidencing Seller’s authority to consummatethis transaction.

5.2.13 Confirmation from Seller that it has terminated (whether by affirmativenotice or agreement or automatically by the express terms of the underlying contractsthemselves) as of the Closing Date: (a) any national contracts entered into by Seller PropertyManager or AIMCO with respect to the Property; and (b) the Management Contract.

5.3 Purchaser Closing Deliveries. No later than 1 Business Day prior to the ClosingDate (except for the balance of the Purchase Price which is to be delivered at the time specifiedin Section 2.2.5), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller uponthe Closing) the following items with respect to the Property being conveyed at such Closing:

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

5.3.2 A title affidavit or an indemnity (pertaining to Purchaser’s activity on theProperty prior to Closing), in form reasonably acceptable to Purchaser, that is sufficient to enableTitle Insurer to delete the standard pre-printed exceptions to the Title Policy.

5.3.3 Any declaration or other statement that may be required to be submitted tothe local assessor in connection with the sale of the Property.

5.3.4 Purchaser’s closing statement.

5.3.5 A countersigned counterpart of the Assignment of Ground Lease.

5.3.6 A countersigned counterpart of the General Assignment.

5.3.7 A countersigned counterpart of the Leases Assignment.

5.3.8 Notification letters to all Tenants prepared and executed by Purchaser inthe form attached hereto as Exhibit I, which shall be delivered to all Tenants by Purchaserimmediately after Closing.

5.3.9 The Vendor Terminations (Purchaser shall be solely responsible foridentifying each of the Terminated Contracts (subject to the terms and conditions of Section 3.6)and addressing and preparing each of the Vendor Terminations for execution by Purchaser andSeller).



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

5.3.11 Resolutions, certificates of good standing, and such other organizationaldocuments as Title Insurer shall reasonably require evidencing Purchaser’s authority toconsummate this transaction.

5.3.12 In the event Purchaser elects to cause the Loan Assumption and Release tooccur on the terms and conditions of this Contract, all documents, instruments, guaranties,Required Loan Fund Amounts, Lender Fees and other items or funds required by the VHDA tocause the Loan Assumption and Release.

5.3.13 In the event Purchaser elects to cause the Loan Assumption and Release tooccur on the terms and conditions of this Contract, a countersigned counterpart of the Releaseand Assumption Agreement.

5.3.14 A countersigned counterpart of the Assignment of HAP Contract.


5.3.16 In the event Purchaser elects to cause the Loan Assumption and Release tooccur on the terms and conditions of this Contract, a statement from VHDA as to the amount ofthe Loan Balance.

5.3.17 Consent of the Ground Lessor to the Assignment of Ground Lease in theform attached as the Joinder to the Assignment of Ground Lease attached as Exhibit B hereto orin such other form as the Ground Lessor may reasonably agree, but, in any event, such consentshall contain a release of Seller and Seller’s Indemnified Parties as provided in this Section5.3.17 (the “Ground Lessor Consent”). Purchaser shall be responsible, at its sole cost andexpense, for obtaining the Ground Lessor Consent in accordance with the terms and conditionsof the Ground Lease, including without limitation Section 6 thereof, and any other approvalsrequired to allow for an effective assignment of the Ground Lease on the terms and conditionsthereof. The Ground Lessor Consent shall contain a full release of the Seller and Seller’sIndemnified Parties from any and all obligations and liabilities, financial or otherwise, existingby virtue of or under the Ground Lease. Seller shall reasonably cooperate with Purchaser toobtain the Ground Lessor Consent, at no out-of-pocket expense to Seller. Notwithstanding theforegoing, Purchaser shall coordinate any and all contact with the Ground Lessor, throughSeller’s representatives, as designated from time to time by Seller in writing to Purchaser, andneither Purchaser, nor any party acting on Purchaser’s behalf, shall make independent contactwith the Ground Lessor in connection with the Ground Lease or Ground Lessor Consent withoutreceiving the prior written consent of Seller. In the event that Purchaser is not able to obtainfrom the Ground Lessor the Ground Lessor Consent prior to Closing, Purchaser and Seller shalleach have the option to terminate this Contract, in which event Seller shall be entitled to retainthe Deposit.



5.4 Closing Prorations and Adjustments.

5.4.1 General. All normal and customarily proratable items, including, withoutlimitation, collected rents, operating expenses, personal property taxes, other operating expensesand fees, shall be prorated as of the Closing Date, Seller being charged or credited, asappropriate, for all of same attributable to the period up to the Closing Date (and credited for anyamounts paid by Seller attributable to the period on or after the Closing Date, if assumed byPurchaser) and Purchaser being responsible for, and credited or charged, as the case may be, forall of the same attributable to the period on and after the Closing Date. Seller shall prepare aproration schedule (the “Proration Schedule”) of the adjustments described in this Section 5.4prior to Closing.

5.4.2 Operating Expenses. All of the operating, maintenance, taxes (other thanreal estate taxes), and other expenses incurred in operating the Property that Seller customarilypays, and any other costs incurred in the ordinary course of business for the use, managementand operation of the Property, including without limitation any and all rent and other chargespayable under the Ground Lease, shall be prorated on an accrual basis. Seller shall pay all suchexpenses that accrue prior to the Closing Date and Purchaser shall pay all such expenses thataccrue from and after the Closing Date.

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

5.4.4 Real Estate Taxes. Any real estate ad valorem or similar taxes for theProperty, or any installment of assessments payable in installments which installment is payablein the calendar year of Closing, shall be prorated to the date of Closing, based upon actual daysinvolved. The proration of real property taxes or installments of assessments shall be based uponthe assessed valuation and tax rate figures (assuming payment at the earliest time to allow for themaximum possible discount) for the year in which the Closing occurs to the extent the same areavailable; provided, however, that in the event that actual figures (whether for the assessed valueof 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 theearliest time to allow for the maximum possible discount). The proration of real property taxesor 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 obligationsunder the Property Contracts assumed by Purchaser; however, operating expenses shall beprorated 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 orother sums and charges payable by Tenants under the Leases), income and expenses fromany portion of the Property shall be prorated as of the Closing Date (prorated for anypartial month). Purchaser shall receive all collected rent and income attributable to datesfrom and after the Closing Date. Seller shall receive all collected rent and incomeattributable to dates prior to the Closing Date. Notwithstanding the foregoing, noprorations shall be made in relation to either (a) non-delinquent rents which have notbeen collected as of the Closing Date, or (b) delinquent rents existing, if any, as of theClosing 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 forrents which have accrued and are unpaid as of the Closing, but Purchaser shall pay Sellersuch accrued Uncollected Rents as and when collected by Purchaser. Purchaser agrees tobill Tenants of the Property for all Uncollected Rents and to take reasonable actions tocollect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation tocollect Uncollected Rents shall be limited to Uncollected Rents that are not more thanninety (90) days past due, and Purchaser’s collection of rents shall be applied, first,toward 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 ownname, to demand payment of and to collect Uncollected Rents owed to Seller by anyTenant, which right shall include, without limitation, the right to continue or commencelegal actions or proceedings against any Tenant and the delivery of the LeasesAssignment shall not constitute a waiver by Seller of such right; provided, however, thatthe foregoing right of Seller shall be limited to actions seeking monetary damages and, inno event, shall Seller seek to evict any Tenant in any action to collect Uncollected Rents.Purchaser agrees to cooperate with Seller in connection with all efforts by Seller tocollect such Uncollected Rents and to take all steps, whether before or after the ClosingDate, as may be necessary to carry out the intention of the foregoing, including, withoutlimitation, the delivery to Seller, within 7 days after a written request, of any relevantbooks and records (including, without limitation, rent statements, receipted bills andcopies of tenant checks used in payment of such rent), the execution of any and allconsents or other documents, and the undertaking of any act reasonably necessary for thecollection of such Uncollected Rents by Seller; provided, however, that Purchaser’sobligation to cooperate with Seller pursuant to this sentence shall not obligate Purchaserto terminate any Lease with an existing Tenant or evict any existing Tenant from theProperty.

5.4.6.2 At Closing, Purchaser shall receive a credit against thePurchase Price in an amount equal to the received and unapplied balance of all cash (orcash equivalent) Tenant Deposits, including, but not limited to, security, damage or otherrefundable deposits required to be paid by any of the Tenants to secure their respectiveobligations under the Leases, together, in all cases, with any interest payable to theTenants thereunder as may be required by their respective Lease or state (orcommonwealth) law (the “Tenant Security Deposit Balance”). Any cash (or cashequivalents) held by Seller which constitutes the Tenant Security Deposit Balance shallbe 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 documentsdelivered at Closing), but the obligation with respect to the Tenant Security DepositBalance nonetheless shall be assumed by Purchaser. The Tenant Security DepositBalance shall not include any non-refundable deposits or fees paid by Tenants to Seller(other than non-refundable, upfront pet deposits), either pursuant to the Leases orotherwise.

5.4.6.3 In addition, Seller reserves the right to receive a creditat Closing for all HAP Contract subsidy payments through the Closing Date which Sellerhas vouchered for but have not been collected as of the Closing Date. After the Closing,Seller shall continue to have the right, but not the obligation, in its own name, to demandpayment of and to collect any HAP Contract subsidy payments through the Closing Dateowed to Seller and not credited to Seller at Closing (and Purchaser shall have the right todemand payment of and to collect any HAP Contract subsidy payments credited to Sellerby Purchaser at Closing), which right shall include, without limitation, the right tocontinue or commence legal actions or proceedings and the delivery of the documents atClosing shall not constitute a waiver of such right. Each of Purchaser and Seller agreesto cooperate in connection with all efforts to collect such HAP Contract subsidypayments through the Closing Date and to take all steps, whether before or after theClosing Date, as may be necessary to carry out the intention of the foregoing, including,without limitation, the delivery to Seller or Purchaser, as applicable, within 7 days after awritten request, of any relevant books and records (including, without limitation, rentstatements, receipted bills and copies of tenant checks used in payment of such rent), theexecution of any and all consents, requests or other documents, and the undertaking ofany act reasonably necessary for the collection of such HAP Contract subsidy paymentsthrough the Closing Date. Each party agrees to execute and deliver to the other suchfurther documents or instruments as may be reasonable and necessary in furtherance ofthe performance of the terms, covenants and conditions of this Contract.

5.4.7 Existing Loan.

5.4.7.1 Seller shall be responsible for all principal required tobe paid under the terms of the Note prior to Closing, which may be a credit against thePurchase Price as provided in Section 2.2.3. In the event the Loan Assumption andRelease is to occur on the terms and conditions hereof, Purchaser shall be responsible forthe payment of all principal required to be paid from and after Closing, together with allinterest accruing under the Note from and after Closing (with appropriate proration to bemade so that Seller is responsible for all interest accruing under the Note prior toClosing). Purchaser also shall be responsible for all Lender Fees and other fees,penalties, interest and other amounts due and owing from and after Closing under theAssumed Loan Documents (including, without limitation, as a result of the LoanAssumption and Release or the Loan Payoff, as applicable).

5.4.7.2 In the event the Loan Assumption and Release is tooccur on the terms and conditions hereof, any existing reserves, impounds and otheraccounts maintained in connection with the Loan shall be dealt with as provided inSection 4.5.3.5. In the event the Loan Payoff is to occur on the terms and conditions



hereof, all reserves, impounds and other accounts required to be maintained by VHDA or,if applicable, HUD, in connection with the Loan or any of the Assumed Loan Documentsor otherwise shall be released in Good Funds to Seller at the Closing unless credited byVHDA against the amount due from Seller under the Note; provided, however, that in theevent that VHDA or HUD require that any such reserves, impounds or other accountstransfer to Purchaser and/or remain with the Property in connection with the Loan Payoff,HUD or VHDA approval of the HAP Assignment, or otherwise in connection withClosing, Seller shall receive a credit from Purchaser at Closing for the then-currentbalances of any such reserves, impounds or other accounts.

5.4.7.3 If Purchaser fails to deliver the Loan AssumptionNotice (and, as a result, the Loan Payoff is to occur at Closing), Seller and Purchaseragree that (i) if prepayment of the Note is accepted or allowed only on a certain day eachcalendar month pursuant to the terms of the Note, then, subject to Section 5.1.1 hereof,the Closing shall occur only on the day such prepayment is accepted or allowed and (ii) ifthe Note requires payment of any amount in excess of the interest through and includingthe Closing Date, then Purchaser shall pay any such amount due.

5.4.8 Insurance. No proration shall be made in relation to insurance premiumsand insurance policies will not be assigned to Purchaser. Seller shall have the risk of loss of theProperty until 11:59 p.m. the day prior to the Closing Date, after which time, the risk of loss shallpass to Purchaser and Purchaser shall be responsible for obtaining its own insurance.

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

5.4.10 Closing Costs. Purchaser shall pay any mortgage assumption, sales, use,gross receipts or similar taxes, the cost of recording any instruments required to discharge anyliens or encumbrances against the Property, any premiums or fees required to be paid byPurchaser with respect to the Title Policy pursuant to Section 4.1, one-half of the customaryclosing costs of the Escrow Agent, and any and all state and local recordation taxes imposed onthe transfer of the Property from Seller to Purchaser. Seller shall pay any “Grantor’s Tax”, ifapplicable, payable on the Assignment of the Ground Lease and one-half of the customaryclosing costs of the Escrow Agent.

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

5.4.12 Possession. Possession of the Property, subject to the Leases, PropertyContracts other than Terminated Contracts, and Permitted Exceptions, shall be delivered toPurchaser at the Closing upon release from escrow of all items to be delivered by Purchaserpursuant to Section 5.3. To the extent reasonably available to Seller, originals or copies of the



Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to theproperty, and Seller’s books and records (other than proprietary information) (collectively,“Seller’s Property-Related Files and Records”) regarding the Property shall be made availableto Purchaser at the Property after the Closing. Purchaser agrees, for a period of not less than 5years after the Closing (the “Records Hold Period”), to (a) provide and allow Seller reasonableaccess to Seller’s Property-Related Files and Records for purposes of inspection and copyingthereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records.If at any time after the Records Hold Period, Purchaser desires to dispose of Seller’s Property-Related Files and Records, Purchaser must first provide Seller prior written notice (the “RecordsDisposal Notice”). Seller shall have a period of 30 days after receipt of the Records DisposalNotice to enter the Property (or such other location where such records are then stored) andremove or copy those of Seller’s Property-Related Files and Records that Seller desires to retain.Purchaser agrees (i) to include the covenants of this Section 5.4.12 pertaining to Seller’sProperty-Related Files and Records in any management contract for the Property (and to bind themanager thereunder to such covenants), and (ii) to bind any future purchaser of the Property tothe covenants of this Section 5.4.12 pertaining to Seller’s Property-Related Files and Records.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 andall Losses arising from or related to Purchaser’s failure to comply with the provisions of thisSection 5.4.12.

5.4.13 HAP Payments and Seller Vouchers. To the extent that, at the Closing,there are accrued but unpaid amounts due to the Property under any HAP Contract, then to theextent Seller or Purchaser receive such amounts at any time after Closing, then such amountsshall be prorated in the same manner as other income of the Property, with Seller receiving HAPpayments attributable to dates prior to Closing, and Purchaser receiving HAP paymentsattributable to dates from and after the Closing Date.

5.4.14 Survival. The provisions of this Section 5.4 shall survive the Closing anddelivery of the Assignment of Ground Lease to Purchaser.

5.4.15 Tax Appeals. Purchaser acknowledges that Seller has or may during thependency of this Contract file an appeal (the "Appeal") with respect to real estate ad valorem orother similar property taxes applicable to the Property (the "Property Taxes").

5.4.14.1 If such Appeal relates to any Tax Year (defined below) prior to theTax Year in which the Closing occurs, Seller shall be entitled, in Seller's sole discretion, tocontinue to pursue such Appeal after the Closing Date, and, in the event that the Appeal issuccessful in reducing the amount of Property Taxes payable with respect to any such prior TaxYear, Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a"Refund") resulting from the Appeal. Seller shall not be obligated to continue to pursue anyAppeal with respect to the Property, including, without limitation, any Appeal that relates to aTax Year during or after the Tax Year in which Closing occurs.

5.4.14.2 If such Appeal relates to the Tax Year in which Closing occurs,then, prior to the Closing, Seller shall notify Purchaser whether Seller desires to continue toprocess the Appeal from and after the Closing Date. If Seller fails to notify Purchaser of its



election to continue the Appeal, Seller will be deemed to have elected not to continue the Appealfrom and after the Closing Date and the provisions of Section 5.4.14.2(b) shall apply.

(a) If Seller elects to continue the Appeal, then, from and after theClosing Date, Seller agrees that it will continue, at Seller’s sole cost and expense, to reasonablyprocess the Appeal to conclusion with the applicable taxing authority (including any furtherappeals which Seller deems reasonable to pursue). In the event that the Appeal is successful inreducing the amount of Property Taxes payable with respect to the Tax Year in which Closingoccurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance withthe number of days in the Tax Year of Closing that each held title to the Property) after firstreimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the"Third-Party Costs") incurred in connection with the Appeal. If Third-Party Costs equal orexceed the amount of the Award, then Seller shall be entitled to the full amount of the Award.

(b) If Seller does not elect to continue the Appeal, then, from and afterthe Closing Date, Purchaser shall have the option, at Purchaser's sole cost and expense, tocontinue the Appeal to conclusion with the applicable taxing authority (including any furtherappeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successfulin reducing the amount of Property Taxes payable with respect to the Tax Year in which Closingoccurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance withthe number of days in the Tax Year of Closing that each held title to the Property) after firstreimbursing each of Purchaser and Seller for their respective Third-Party Costs incurred inconnection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, thenthe Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaserand Seller receiving a portion of the Award equal to the product of (i) a fraction, the numeratorof which is the respective party's Third-Party Costs, and the denominator of which is the total ofboth parties' Third-Party Costs, and (ii) the amount of the Award.

5.4.14.3 For purposes of this Section 5.4.14, "Tax Year" shall mean each12-month period for which the applicable taxing authority assesses Property Taxes, which mayor may not be a calendar year.

5.5 Post Closing Adjustments. Purchaser or Seller may request that Purchaser andSeller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom)in accordance with the provisions of Section 5.4 of this Contract; provided, however, that neitherparty shall have any obligation to re-adjust any items (a) after the expiration of 60 days afterClosing, or (b) subject to such 60-day period, unless such items exceed $5,000.00 in magnitude(either individually or in the aggregate). The provisions of this Section 5.5 shall survive theClosing and delivery of the Assignment of Ground Lease to Purchaser.

5.6 Closing Date and Closing Documents. Purchaser and Seller acknowledge andagree that any and all documents to be delivered at or as of Closing shall be dated as of the dateof the disbursement of the Purchase Price to Seller, and, if necessary, any and all such documentsthat have been delivered undated, incorrectly dated or with incomplete dates may be dated,corrected or completed with the date of the disbursement of the Purchase Price to Seller, byEscrow Agent or Seller, either by completing any blanks or correcting any dates. Purchaser



hereby authorizes Seller and Escrow Agent to make any necessary completion and correction, asapplicable, to conform the dates of such documents as aforesaid. The provisions of thisSection 5.6 shall survive the Closing and delivery of the Assignment of Ground Lease toPurchaser.

ARTICLE 6REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6.1 Seller’s Representations. Except, in all cases, for any fact, information orcondition disclosed in the Title Documents, the Permitted Exceptions, the Property Contracts, orthe Materials, or which is otherwise known by Purchaser prior to the Closing, Seller representsand warrants to Purchaser the following (collectively, the “Seller’s Representations”) as of theEffective Date and as of the Closing Date (provided that Purchaser’s remedies if any suchSeller’s Representations are untrue as of the Closing Date are limited to those set forth inSection 8.1):

6.1.1 Seller is validly existing and in good standing under the laws of the stateof its formation set forth in the initial paragraph of this Contract; and, subject to Section 8.2.11,Section 8.2.12, the approvals and consents required from VHDA, and, as applicable, from HUD,the Payoff Consents and Purchaser-Provided Notices, and the Agency Consents, (a) has or at theClosing shall have the entity power and authority to sell and convey the Property and to executethe documents to be executed by Seller and prior to the Closing will have taken, as applicable, allcorporate, partnership, limited liability company or equivalent entity actions required for theexecution and delivery of this Contract, and the consummation of the transactions contemplatedby this Contract; (b) the compliance with or fulfillment of the terms and conditions hereof willnot conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute adefault under, any contract to which Seller is a party or by which Seller is otherwise bound,which conflict, breach or default would have a material adverse effect on Seller’s ability toconsummate the transaction contemplated by this Contract or on the Property; and (c) subject toSection 8.2.11, Section 8.2.12, the approvals and consents required from VHDA, HUD, thePayoff Consents and Purchaser-Provided Notices, and the Agency Consents, this Contractconstitutes a valid and binding agreement of Seller in accordance with its terms;

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

6.1.3 Except for (a) any actions by Seller to evict Tenants under the Leases, or(b) any matter covered by Seller's current insurance policy(ies), to Seller’s knowledge, there areno material actions, proceedings, litigation or governmental investigations or condemnationactions either pending or threatened against the Property that will materially adversely impactSeller’s ability to convey the Property;

6.1.4 To Seller’s knowledge, Seller has not received any written notice from agovernmental agency of any uncured material violations of any federal, state, county ormunicipal law, ordinance, order, regulation or requirement affecting the Property, other thannormal regulatory correspondence from HUD, VHDA or the applicable HAP contractadministrator; and



6.1.5 To Seller’s knowledge, Seller has not received any written notice of anymaterial default by Seller under any of the Property Contracts that will not be terminated on theClosing Date; and

6.1.6 To the knowledge of Seller, the Rent Roll (as updated pursuant toSection 5.2.9 and as and to the extent prepared by Seller in the ordinary course of its business) isaccurate in all material respects as to the following information on the rent roll: unit number,move-in date, monthly base rent payable, lease expiration date, unapplied Tenant Deposits, theamount of any HUD rent subsidy, the amount of the tenant payment, delinquencies, and rentcredits or concessions for each Lease, and not as to any extraneous information, as to whichSeller gives no representation or warranty (and as to which Purchaser has had the right toconfirm in Purchaser’s investigations of the Property).

6.2 AS-IS. Except for Seller’s Representations, the Property is expressly purchasedand sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” The Purchase Price and theterms and conditions set forth herein are the result of arm’s-length bargaining between entitiesfamiliar with transactions of this kind, and said price, terms and conditions reflect the fact thatPurchaser is not relying upon, but is independently verifying, any information provided by Selleror statements, representations or warranties, express or implied, made by or enforceable directlyagainst Seller, including, without limitation, any relating to the value of the Property, thephysical or environmental condition of the Property, any state (or commonwealth, as the casemay be), federal, county or local law, ordinance, order or permit; or the suitability, compliance orlack of compliance of the Property with any regulation, or any other attribute or matter of orrelating to the Property (other than any covenants of title contained in the Assignment of GroundLease and Seller’s Representations). Purchaser agrees that Seller shall not be responsible orliable to Purchaser for any defects, errors or omissions, or on account of any conditions affectingthe Property. Purchaser, its successors and assigns, and anyone claiming by, through or underPurchaser, hereby fully releases Seller’s Indemnified Parties from, and irrevocably waives itsright to maintain, any and all claims and causes of action that it or they may now have orhereafter acquire against Seller’s Indemnified Parties with respect to any and all Losses arisingfrom or related to any defects, errors, omissions or other conditions affecting the Property.Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it hasand shall have reviewed and conducted such independent analyses, studies (including, withoutlimitation, environmental studies and analyses concerning the presence of lead, asbestos, waterintrusion and/or fungal growth and any resulting damage, PCBs and radon in and about theProperty), reports, investigations and inspections as it deems appropriate in connection with theProperty. If Seller provides or has provided any documents, summaries, opinions or workproduct of consultants, surveyors, architects, engineers, title companies, governmental authoritiesor any other person or entity with respect to the Property, including, without limitation, theoffering prepared by Purchaser and Seller agree that Seller has done so or shall do so only for theconvenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser uponany such documents, summaries, opinions or work product shall not create or give rise to anyliability of or against Seller’s Indemnified Parties. Purchaser acknowledges and agrees that norepresentation has been made and no responsibility is assumed by Seller with respect to currentand future applicable zoning or building code requirements or the compliance of the Propertywith any other laws, rules, ordinances or regulations, the financial earning capacity or expensehistory of the Property, the continuation of contracts, continued occupancy levels of the Property,



or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting anyof the foregoing, occupancy at Closing. Purchaser is solely responsible for obtaining anycertificate of occupancy, occupancy permit or any other approval or permit necessary for thetransfer or occupancy of the Property and for any repairs or alterations necessary to obtain thesame, all at Purchaser’s sole cost and expense, and to confirm all requirements for same duringthe Feasibility Period. Any repairs or work required are the sole responsibility of Purchaser, tobe confirmed by Purchaser during the Feasibility Period, and Purchaser agrees that there is noobligation on the part of Seller to make any changes, alterations or repairs to the Property,including, without limitation, to cure any violations of any federal, state (or commonwealth, asthe case may be), county or municipal law, ordinance, order, regulation or requirement affectingthe Property, comply with the requirements of any insurer or otherwise. Prior to Closing, Sellershall have the right, but not the obligation, to enforce its rights against any and all Propertyoccupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, ofany of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, anyclaim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contractin any manner whatsoever; and Purchaser shall close title and accept delivery of the Assignmentof Ground Lease with or without such tenants in possession and without any allowance orreduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from anyand all claims and liabilities relating to the foregoing matters. The provisions of this Section 6.2shall survive the Closing and delivery of the Assignment of Ground Lease to Purchaser.

6.3 Survival of Seller’s Representations. Seller and Purchaser agree that Seller’sRepresentations shall survive Closing for a period of 6 months (the “Survival Period”). Sellershall have no liability after the Survival Period with respect to Seller’s Representations containedherein except to the extent that Purchaser has commenced suit against Seller during the SurvivalPeriod for breach of any of Seller’s Representations. Under no circumstances shall Seller beliable to Purchaser for more than $50,000.00 in any individual instance or in the aggregate for allbreaches of Seller’s Representations, nor shall Purchaser be entitled to bring any claim for abreach of Seller’s Representations unless the claim for damages (either in the aggregate or as toany individual claim) by Purchaser exceeds $5,000.00. In the event that Seller breaches anyrepresentation contained in Section 6.1 and Purchaser had knowledge of such breach prior to theClosing Date but elected to close regardless, Purchaser shall be deemed to have waived any rightof recovery, and Seller shall not have any liability in connection therewith.

6.4 Definition of Seller’s Knowledge. Any representations and warranties made “tothe knowledge of Seller” or “to Seller’s knowledge” or similar words shall not be deemed toimply any duty of inquiry. For purposes of this Contract, the term Seller’s “knowledge” shallmean and refer only to actual knowledge of the Regional Property Manager of Seller and shallnot be construed to refer to the knowledge of any other partner, officer, director, agent, employeeor representative of Seller, or any affiliate of Seller, or to impose upon such Regional PropertyManager any duty to investigate the matter to which such actual knowledge or the absencethereof pertains, or to impose upon such Regional Property Manager any individual personalliability.

6.5 Representations and Warranties of Purchaser. For the purpose of inducingSeller to enter into this Contract and to consummate the sale and purchase of the Property in



accordance herewith, Purchaser represents and warrants to Seller the following as of theEffective Date and as of the Closing Date:

6.5.1 Purchaser is a Virginia limited partnership duly organized, validly existingand in good standing under the laws of the state of its organization.

6.5.2 Purchaser, acting through any of its or their duly empowered andauthorized officers or members, has all necessary entity power and authority to own and use itsproperties and to transact the business in which it is engaged, and has full power and authority toenter into this Contract, to execute and deliver the documents and instruments required ofPurchaser herein, and to perform its obligations hereunder; and no consent of any of Purchaser’spartners, directors, officers or members are required to so empower or authorize Purchaser. Thecompliance with or fulfillment of the terms and conditions hereof will not conflict with, or resultin a breach of, the terms, conditions or provisions of, or constitute a default under, any contractto which Purchaser is a party or by which Purchaser is otherwise bound, which conflict, breachor default would have a material adverse effect on Purchaser’s ability to consummate thetransaction contemplated by this Contract. This Contract is a valid, binding and enforceableagreement against Purchaser in accordance with its terms.

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

6.5.4 Other than Seller’s Representations, Purchaser has not relied on anyrepresentation or warranty made by Seller or any representative of Seller in connection with thisContract and the acquisition of the Property.


6.5.6 Neither Purchaser nor any affiliate of Purchaser (as defined in 24 CFR§ 200.215) has been debarred, suspended, or voluntarily excluded from participation in anyfederal grant or procurement program or any program of a state government or agency, or hasbeen the subject of a limited denial of participation issued pursuant to 24 CFR Part 24,Subpart G, or has been denied approval for participation in a HUD project pursuant to 24 CFRPart 200, subpart H, at any time during the 10 years preceding the date of this Contract.

6.5.7 No approval of Purchaser or any affiliate of Purchaser (as defined in 24CFR § 200.215) for participation in a HUD project pursuant to 24 CFR Part 200, Subpart H, hasbeen delayed for more than 30 days after submission of HUD Form 2530, nor have any of thembeen denied preliminary approval (or not received preliminary approval within 90 days ofapplication therefor) as transferee under a transfer of physical assets application or proposedassignment of any Housing Assistance Payments Contract requiring full or modified review, ineach case within the 12 calendar months preceding the date of this Contract.

6.5.8 Purchaser is not a Prohibited Person.



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

6.5.10 The funds or other assets Purchaser will transfer to Seller under thisContract are not the property of, or beneficially owned, directly or indirectly, by a ProhibitedPerson.

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

The provisions of this Section 6.5 shall survive the Closing and delivery of theAssignment of Ground Lease to Purchaser.

ARTICLE 7OPERATION OF THE PROPERTY

7.1 Leases and Property Contracts. During the period of time from the EffectiveDate to the Closing Date, in the ordinary course of business Seller may enter into new PropertyContracts, new Leases, renew existing Leases or modify, terminate or accept the surrender orforfeiture of any of the Leases, modify any Property Contracts, or institute and prosecute anyavailable remedies for default under any Lease or Property Contract without first obtaining thewritten consent of Purchaser; provided, however, Seller agrees that any such new PropertyContracts or any new or renewed Leases shall not have a term in excess of 1 year without theprior written consent of Purchaser, which consent shall not be unreasonably withheld,conditioned or delayed. Notwithstanding anything in the Agreement to the contrary, at any timebetween the Effective Date and the Closing, Seller may elect, in Seller's sole discretion, to adjustrents for the Property pursuant to the HAP Contract.

7.2 General Operation of Property. Except as specifically set forth in thisArticle 7, Seller shall operate the Property after the Effective Date in the ordinary course ofbusiness, and except as necessary in Seller’s sole discretion to address (a) any life or safety issueat the Property or (b) any other matter which in Seller’s reasonable discretion materiallyadversely affects the use, operation or value of the Property, Seller will not make any materialalterations to the Property or remove any material Fixtures and Tangible Personal Propertywithout the prior written consent of Purchaser which consent shall not be unreasonably withheld,denied or delayed. Notwithstanding anything in this Contract to the contrary, at any timebetween the Effective Date and the Closing, Seller may elect, in Seller's sole discretion, to renewany HAP Contract.

7.3 Liens. Other than utility easements and temporary construction easementsgranted by Seller in the ordinary course of business, Seller covenants that it will not voluntarilycreate or cause any lien or encumbrance to attach to the Property between the Effective Date andthe Closing Date (other than Leases and Property Contracts as provided in Section 7.1) unlessPurchaser approves such lien or encumbrance, which approval shall not be unreasonably



withheld, conditioned or delayed. If Purchaser approves any such subsequent lien orencumbrance, the same shall be deemed a Permitted Encumbrance for all purposes hereunder.

ARTICLE 8CONDITIONS PRECEDENT TO CLOSING

8.1 Purchaser’s Conditions to Closing. Purchaser’s obligation to close under thisContract shall be subject to and conditioned upon the fulfillment of the following conditionsprecedent:

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

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

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

8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in anybankruptcy proceeding nor shall have been in the last six (6) months a debtor in any bankruptcyproceeding;

8.1.5 Agency Consents, to the extent required, shall have been obtained;

8.1.6 Intentionally Omitted;

8.1.7 Ground Lessor Consent has been obtained;

8.1.8 HUD Approval and VHDA Approval, including without limitation HUDApproval and VHDA Approval of the HAP Assumption, have been obtained;

Notwithstanding anything to the contrary, there are no other conditions on Purchaser’sobligation to Close except as expressly set forth in this Section 8.1. If any condition set forthin Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoingconditions and proceed to Closing on the Closing Date with no offset or deduction from thePurchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remediespursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall notbe in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy,(i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of theDeposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on theClosing Date with no offset or deduction from the Purchase Price. If any of the conditions setforth in Section 8.1.5 (with respect to Agency Consent), Section 8.1.7 (with respect to GroundLessor Consent), or Section 8.1.8 (with respect to HUD Approval and VHDA Approval), arenot met, Purchaser may, as its sole and exclusive remedy, terminate this Contract, in whichevent Seller shall be entitled to retain the Deposit.



8.2 Seller’s Conditions to Closing. Without limiting any of the rights of Sellerelsewhere provided for in this Contract, Seller’s obligation to close with respect to conveyanceof the Property under this Contract shall be subject to and conditioned upon the fulfillment ofeach and all of the following conditions precedent:

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

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

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

8.2.4 There shall not be pending or, to the knowledge of either Purchaser orSeller, any litigation or threatened litigation which, if determined adversely, would restrain theconsummation of any of the transactions contemplated by this Contract or declare illegal, invalidor nonbinding any of the covenants or obligations of Purchaser;

8.2.5 In the event Purchaser elects to cause the Loan Assumption and Release tooccur on the terms and conditions of this Contract, the Loan Assumption and Release shall haveoccurred;

8.2.6 In the event Purchaser elects to cause the Loan Payoff to occur on theterms and conditions of this Contract, the Loan Payoff shall have occurred and the PayoffConsents and Purchaser-Provided Notices shall have been obtained and given;

8.2.7 Ground Lessor Consent has been obtained;

8.2.8 HUD Approval and VHDA Approval, including without limitation HUDApproval and VHDA Approval of the HAP Assumption, have been obtained;

8.2.9 Intentionally Omitted;

8.2.10 Agency Consents, to the extent required, shall have been obtained in aform reasonably acceptable to Seller;

8.2.11 Seller shall have received all consents, documentation and approvalsnecessary to consummate and facilitate the transactions contemplated hereby, including, withoutlimitation, and the amendment of Seller’s (or Seller’s affiliates’) partnership or otherorganizational documents in connection therewith), (a) from Seller’s partners, members,managers, shareholders or directors to the extent required by Seller’s (or Seller’s affiliates’)organizational documents, and (b) as required by law; and

8.2.12 Seller shall have received consent to the consummation of the transactionscontemplated hereby from all holders of installment obligations or other indebtedness of Selleror an upper-tier investor in Seller, which consent shall include, in the event that the net Purchase



Price proceeds to be paid to Seller at Closing are less than the outstanding balance of suchobligations or other indebtedness, approval of such holder to a discounted payoff of suchobligation or other indebtedness in an amount satisfactory to Seller in its sole discretion.

If any of the foregoing conditions set forth in Sections 8.2.1 through and including8.2.10 are not met prior to the Closing Date, Seller may (a) waive any of the foregoingconditions (to the extent such condition can be waived under applicable Laws or, as the casemay be, under applicable governing documents) and proceed to Closing on the Closing Date,or (b) terminate this Contract and retain the Deposit. If either of the conditions set forth inSections 8.2.11 or 8.2.12 are not met on or before the Closing Date, Seller may (x) waive anyof the foregoing conditions and proceed to Closing on the Closing Date, or (y) terminate thisContract and cause the Escrow Agent promptly to return the Deposit to Purchaser.

ARTICLE 9BROKERAGE

9.1 Indemnity. Seller and Purchaser each represents and warrants to the other that ithas not dealt with or utilized the services of any real estate broker, sales person or finder inconnection with this Contract, and each party agrees to indemnify, hold harmless, and, ifrequested in the sole and absolute discretion of the indemnitee, defend (with counsel approvedby the indemnitee) the other party from and against all Losses relating to brokerage commissionsand finder’s fees arising from or attributable to the acts or omissions of the indemnifying party.The provisions of this Section 9.1 shall survive the termination of this Contract, and if not soterminated, the Closing and delivery of the Assignment of Ground Lease.

ARTICLE 10DEFAULTS AND REMEDIES

10.1 Purchaser Default. If Purchaser defaults in its obligations hereunder to(a) deliver the Initial Deposit or Additional Deposit (or any other deposit or payment required ofPurchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the daterequired thereunder, or (c) deliver the Purchase Price at the time required by Section 2.2.5 andclose on the purchase of the Property on the Closing Date, then, immediately and without noticeor cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit toSeller, and neither party shall be obligated to proceed with the purchase and sale of the Property.If, Purchaser defaults in any of its other representations, warranties or obligations under thisContract, and such default continues for more than 10 days after written notice from Seller, thenPurchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, andneither party shall be obligated to proceed with the purchase and sale of the Property. TheDeposit is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnityand confidentiality obligations hereunder, Seller’s sole and exclusive remedy for Purchaser’sfailure to perform its obligation to purchase the Property or breach of a representation orwarranty. Seller expressly waives the remedies of specific performance and additional damagesfor such default by Purchaser. SELLER AND PURCHASER ACKNOWLEDGE THATSELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THEDEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES RESULTING FROMA DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY.



SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDEDTO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALLBE SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND INEQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITSOBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THISCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY ANDCONFIDENTIALITY OBLIGATIONS HEREUNDER.

10.2 Seller Default. If Seller, prior to the Closing, defaults in its covenants, orobligations under this Contract, including to sell the Property as required by this Contract andsuch default continues for more than 10 days after written notice from Purchaser, then, atPurchaser’s election and as Purchaser’s sole and exclusive remedy, either (a) this Contract shallterminate, and all payments and things of value, including the Deposit, provided by Purchaserhereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverabledamages (but without limiting its right to receive a refund of the Deposit), its direct and actualout-of-pocket expenses and costs (documented by paid invoices to third parties) in connectionwith this transaction, which damages shall not exceed $20,000 in the aggregate, or (b) subject tothe conditions below, Purchaser may seek specific performance of Seller’s obligation to deliverthe Assignment of Ground Lease pursuant to this Contract (but not damages). Purchaser agreesthat it shall promptly deliver to Seller an assignment of all of Purchaser’s right, title and interestin and to (together with possession of) all plans, studies, surveys, reports, and other materialspaid for with the out-of-pocket expenses reimbursed by Seller pursuant to clause (a) of theforegoing sentence. Purchaser may seek specific performance of Seller’s obligation to deliverthe Assignment of Ground Lease pursuant to this Contract only if, as a condition precedent toinitiating such litigation for specific performance, Purchaser shall first (i) have been able, but forSeller’s default, to deliver the total Purchase Price and all Purchaser Closing documents toEscrow Agent in accordance with the requirements of this Contract; (ii) have theretoforecomplied with all of Purchaser’s obligations under this Contract and not otherwise been indefault under this Contract and (iii) file suit therefor with the court on or before the ninetieth(90th) day after the Closing Date; if Purchaser fails to file an action for specific performancewithin ninety (90) days after the Closing Date, then Purchaser shall be deemed to have elected toterminate the Contract in accordance with clause (a) above. SELLER AND PURCHASERFURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THEAMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TOPURCHASER, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINSTSELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO ABREACH BY SELLER OF ITS COVENANTS UNDER THIS CONTRACT OR ITSOBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THISCONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BEENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE,SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASERSPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITSCOVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASERSPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIENAGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO



SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND ISDILIGENTLY PURSUING SUCH REMEDY.

ARTICLE 11RISK OF LOSS OR CASUALTY

11.1 Major Damage. In the event that the Property is damaged or destroyed by fire orother casualty from and after the Effective Date and prior to Closing, and the cost for demolition,site cleaning, restoration, replacement, or other repairs (collectively, the “Repairs”) is more than$500,000.00, then Seller shall have no obligation to make such Repairs and shall notifyPurchaser in writing of such damage or destruction (the “Damage Notice”). Within 10 daysafter Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to terminatethis Contract by delivering written notice to Seller, in which event the Deposit shall be refundedto Purchaser. In the event Purchaser fails to terminate this Contract within the foregoing 10-dayperiod, this transaction shall be closed in accordance with Section 11.3.

11.2 Minor Damage. In the event that the Property is damaged or destroyed by fire orother casualty from and after the Effective Date and prior to Closing, and the cost of Repairs isequal to or less than $500,000.00, then this transaction shall be closed in accordance with Section11.3, notwithstanding the damage or destruction. In such event, Seller may, at its election,endeavor to make such Repairs to the extent of any recovery from insurance carried on theProperty if such Repairs can be reasonably effected before Closing. Regardless of Seller’selection to commence such Repairs, or Seller’s ability to complete such Repairs prior to Closing,this transaction shall be closed in accordance with Section 11.3 below.

11.3 Closing After Casualty Damage or Destruction . In the event Purchaser fails toterminate this Contract following a casualty causing major damage as set forth in Section 11.1,or in the event of a casualty causing minor damage as set forth in Section 11.2, then thistransaction shall be closed in accordance with the terms of this Contract, either, at Seller’selection, (i) for the full Purchase Price, notwithstanding any such casualty, in which casePurchaser shall at Closing, execute and deliver an assignment and assumption (in formreasonably required by Seller) of Seller’s rights and obligations with respect to the insuranceclaim related to such casualty, and thereafter, Purchaser shall receive all insurance proceedspertaining to such claim, less any amounts that may already have been spent by Seller forRepairs (plus a credit against the Purchase Price at Closing in the amount of any deductiblepayable by Seller in connection therewith; or (ii) for the full Purchase Price, less a credit toPurchaser in the amount necessary to complete such Repairs (less any amounts that may alreadyhave been spent by Seller for Repairs).

11.4 Repairs. To the extent that Seller elects to commence any Repairs prior toClosing, then Seller shall be entitled to receive and apply available insurance proceeds to anyportion of such Repairs completed or installed prior to Closing, with Purchaser being responsiblefor completion of such Repairs after Closing. To the extent that any Repairs have beencommenced prior to Closing, then the Property Contracts shall include, and Purchaser shallassume at Closing, all construction and other contracts entered into by Seller in connection withsuch Repairs. The provisions of this Section 11.4 shall survive the Closing and delivery of theAssignment of Ground Lease to Purchaser.



ARTICLE 12EMINENT DOMAIN

12.1 Eminent Domain. In the event that, from and after the Effective Date and priorto Closing, any material part of the Property is acquired (or is about to be acquired) by anygovernmental agency by the powers of eminent domain or transfer in lieu thereof (or in the eventthat at such time there is any notice of any such acquisition or intent to acquire by any suchgovernmental agency), then, if the value of the part of the Property acquired, or to be acquired, ismore than $250,000.00, Purchaser shall have the right, at Purchaser’s option, to terminate thisContract by giving written notice within 10 days after Purchaser’s receipt from Seller of noticeof the occurrence of such event, and if Purchaser so terminates this Contract, Purchaser shallrecover the Deposit hereunder. If Purchaser fails to terminate this Contract within such 10-dayperiod, this transaction shall be closed in accordance with the terms of this Contract for the fullPurchase Price and Purchaser shall receive the full benefit of any condemnation award, less(i) the costs, expenses and fees, including reasonable attorneys’ fees, expenses anddisbursements, incurred by Seller in connection with obtaining payment of any award orproceeds in connection with any such condemnation or eminent domain proceedings, and (ii) anyportion of any such award or proceeds that is allocable to loss of use of the Property prior toClosing. It is expressly agreed between the parties hereto that this Section shall in no way applyto customary dedications for public purposes which may be necessary for the development of theProperty.

ARTICLE 13MISCELLANEOUS

13.1 Binding Effect of Contract. This Contract shall not be binding on either partyuntil executed by both Purchaser and Seller. As provided in Section 2.3.5 above, the EscrowAgent’s execution of this Contract shall not be a prerequisite to its effectiveness. Subject toSection 13.3, upon execution this Contract shall be binding upon and inure to the benefit ofSeller and Purchaser, and their respective successors and permitted assigns.

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

13.3 Assignability. This Contract is not assignable by Purchaser without firstobtaining the prior written approval of Seller. Notwithstanding the foregoing, Purchaser mayassign this Contract, without first obtaining the prior written approval of Seller, to one or moreentities one time so long as (a) Purchaser is an affiliate of the purchasing entity(ies),(b) Purchaser is not released from its liability hereunder, (c) Purchaser provides written notice toSeller of any proposed assignment no later than 30 days prior to the Closing Date (includingevidence of the name and formation of such assignee), and (d) Purchaser pays any increase inany obligation or liability under this Contract or with respect to the sale or Property as a result ofsuch assignment (including, but not limited to, any transfer, sales, stamp or similar tax). As usedherein, an affiliate is a person or entity controlled by, under common control with, or controllinganother person or entity.



13.4 Captions. The captions, headings, and arrangements used in this Contract are forconvenience only and do not in any way affect, limit, amplify, or modify the terms andprovisions hereof.

13.5 Number and Gender of Words. Whenever herein the singular number is used,the same shall include the plural where appropriate, and words of any gender shall include eachother gender where appropriate.

13.6 Notices. All notices, demands, requests and other communications required orpermitted hereunder shall be in writing, and shall be (a) personally delivered with a writtenreceipt of delivery; (b) sent by a nationally recognized overnight delivery service requiring awritten acknowledgement of receipt or providing a certification of delivery or attempteddelivery; (c) sent by certified or registered mail, return receipt requested, or (d) sent byconfirmed facsimile transmission with an original copy thereof transmitted to the recipient byone of the means described in subsections (a) through (c) no later than 3 Business Daysthereafter. All notices shall be deemed effective when actually delivered as documented in adelivery receipt; provided, however, that if the notice was sent by overnight courier or mail asaforesaid and is affirmatively refused or cannot be delivered during customary business hours byreason of the absence of a signatory to acknowledge receipt, or by reason of a change of addresswith respect to which the addressor did not have either knowledge or written notice delivered inaccordance with this paragraph, then the first attempted delivery shall be deemed to constitutedelivery. Each party shall be entitled to change its address for notices from time to time bydelivering to the other party notice thereof in the manner herein provided for the delivery ofnotices. All notices shall be sent to the addressee at its address set forth following its namebelow:

If to Purchaser: SP SPRINGFIELD LPc/o Southport Financial Services, Inc.2430 Estancia Boulevard, Suite 101Clearwater, Florida 33761Attn: J. David PageTelephone: 727.669.3660Telecopy: 727.669.4233

With a copy to: Pepple, Johnson, Cantu & Schmidt, PLLC2430 Estancia Blvd., Suite 114Clearwater, Florida 33761Attn: David O. Cantu, Esq.Telephone: 727.724.3222Telecopy: 727.726.9272



If to Seller: NEWINGTON-OXFORD ASSOCIATES LIMITEDPARTNERSHIPc/o Apartment Investment and Management Company1740 N. Street, NW2nd FloorWashington, DC 20036Attention: John MajeskiTelephone: 703.243.9194 x11Facsimile: 703.243.9373

With a copy to: Trent A. Johnson, Esq.Senior Counsel - Real Estatec/o Apartment Investment and Management Company4582 South Ulster Street Parkway, Suite 1100Denver, Colorado 80237Telephone: 303.691.4348Telecopy: 720.200.6882

With a copy to: John G. Spiegleman, Esq.c/o Apartment Investment and Management Company4582 South Ulster Street Parkway, Suite 1100Denver, Colorado 80237Telephone: 303.691.4303Telecopy: 720.200.6882

With a copy to: Alston & Bird LLP1201 West Peachtree StreetAtlanta, Georgia 30309-3424Attn: Christina Braisted Rogers, Esq.Telephone: 404.881.7654Telecopy: 404.881.7777

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

Fidelity National Title Insurance Company8450 E. Crescent Parkway, Suite 410Greenwood Village, CO 80111Attn: Lindsey MannTelephone: 720.200.1227Telecopy: 720.489.7593

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



13.7 Governing Law and Venue. The laws of the Commonwealth of Virginia shallgovern the validity, construction, enforcement, and interpretation of this Contract, unlessotherwise specified herein except for the conflict of laws provisions thereof. All claims, disputesand other matters in question arising out of or relating to this Contract, or the breach thereof,shall be decided by proceedings instituted and litigated in a court of competent jurisdiction in thestate (or commonwealth, as the case may be) in which the Property is situated, and the partieshereto expressly consent to the venue and jurisdiction of such court.

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

13.9 Amendments. This Contract shall not be amended, altered, changed, modified,supplemented or rescinded in any manner except by a written contract executed by all of theparties; provided, however, that the signature of the Escrow Agent shall not be required as to anyamendment of this Contract other than an amendment of Section 2.3.

13.10 Severability. In the event that any part of this Contract shall be held to be invalidor unenforceable by a court of competent jurisdiction, such provision shall be reformed, andenforced to the maximum extent permitted by law. If such provision cannot be reformed, it shallbe severed from this Contract and the remaining portions of this Contract shall be valid andenforceable.

13.11 Multiple Counterparts/Facsimile Signatures. This Contract may be executedin a number of identical counterparts. This Contract may be executed by facsimile signatures orelectronic delivery of signatures which shall be binding on the parties hereto, with originalsignatures to be delivered as soon as reasonably practical thereafter.

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

13.13 Confidentiality. Purchaser shall not disclose the terms and conditions containedin this Contract and shall keep the same confidential, provided that Purchaser may disclose theterms and conditions of this Contract (a) as required by law, (b) to consummate the terms of thisContract, or any financing relating thereto, or (c) to Purchaser’s or Seller’s lenders, attorneys andaccountants. Any information obtained by Purchaser in the course of the Inspections and anyMaterials provided by Seller to Purchaser hereunder shall be confidential and Purchaser shall beprohibited from making such information public to any other person or entity other than itsConsultants, without Seller’s prior written authorization, which may be granted or denied inSeller’s sole discretion. In addition, Purchaser shall use reasonable efforts to prevent itsConsultants from divulging such confidential information to any unrelated third parties except asreasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzingand investigating such information for the purpose of consummating the transactioncontemplated by this Contract. Unless and until the Closing occurs, Purchaser shall not market



the Property (or any portion thereof) to any prospective purchaser or lessee without the priorwritten consent of Seller, which consent may be withheld in Seller's sole discretion.Notwithstanding the provisions of Section 13.8, Purchaser agrees that the covenants, restrictionsand agreements of Purchaser contained in any confidentiality agreement executed by Purchaserprior to the Effective Date shall survive the execution of this Contract and shall not besuperseded hereby.

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

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

13.16 Attorneys Fees. In the event either party hereto commences litigation against theother to enforce its rights hereunder, the substantially prevailing party in such litigation shall beentitled to recover from the other party its reasonable attorneys’ fees and expenses incidental tosuch litigation, including the cost of in-house counsel and any appeals.

13.17 Time Zone/Time Periods. Any reference in this Contract to a specific time shallrefer to the time in the time zone where the Property is located. Should the last day of a timeperiod fall on a weekend or legal holiday, the next Business Day thereafter shall be consideredthe end of the time period. Any reference herein to days shall mean calendar days unlessotherwise specified as Business Days.

13.18 Intentionally Omitted.

13.19 No Personal Liability of Officers, Trustees or Directors of Seller’s Partners.Purchaser acknowledges that this Contract is entered into by Seller which is a Maryland limitedpartnership, and Purchaser agrees that none of Seller’s Indemnified Parties shall have anypersonal liability under this Contract or any document executed in connection with thetransactions contemplated by this Contract.

13.20 No Exclusive Negotiations. Seller shall have the right, at all times prior to theexpiration of the Feasibility Period, to solicit backup offers and enter into discussions,negotiations, or any other communications concerning or related to the sale of the Property withany third-party; provided, however, that such communications are subject to the terms of thisContract, and that Seller shall not enter into any contract or binding contract with a third-partyfor the sale of the Property unless such contract is contingent on the termination of this Contractwithout the Property having been conveyed to Purchaser.

13.21 ADA Disclosure. Purchaser acknowledges that the Property may be subject tothe federal Americans With Disabilities Act, 42 U.S.C.A. §§ 12101-12213 (as amended fromtime to time, the “ADA”) and the federal Fair Housing Act, 42 U.S.C.A. §§ 3601-3619, 3631 (as



amended from time to time, the “FHA”). The ADA requires, among other matters, that tenantsand/or owners of “public accommodations” remove barriers in order to make the Propertyaccessible to disabled persons and provide auxiliary aids and services for hearing, vision orspeech impaired persons. Seller makes no warranty, representation or guarantee of any type orkind with respect to the Property’s compliance with the ADA or the FHA (or any similar state orlocal law), and Seller expressly disclaims any such representation.

13.22 No Recording. Purchaser shall not cause or allow this Contract or any contractor other document related hereto, nor any memorandum or other evidence hereof, to be recordedor become a public record without Seller’s prior written consent, which consent may be withheldat Seller’s sole discretion. If Purchaser records this Contract or any other memorandum orevidence thereof, Purchaser shall be in default of its obligations under this Contract. Purchaserhereby appoints Seller as Purchaser’s attorney-in-fact to prepare and record any documentsnecessary to effect the nullification and release of the Contract or other memorandum orevidence thereof from the public records. This appointment shall be coupled with an interest andirrevocable.

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

13.24 AIMCO Marks. Purchaser agrees that Seller, the Property Manager or AIMCO,or their respective affiliates, are the sole owners of all right, title and interest in and to theAIMCO Marks (or have the right to use such AIMCO Marks pursuant to license agreements withthird parties) and that no right, title or interest in or to the AIMCO Marks is granted, transferred,assigned or conveyed as a result of this Contract. Purchaser further agrees that Purchaser willnot use the AIMCO Marks for any purpose.

13.25 Non-Solicitation of Employees. Prior to the expiration of the Feasibility Period,Purchaser acknowledges and agrees that, without the express written consent of Seller, neitherPurchaser nor any of Purchaser’s employees, affiliates or agents shall solicit any of Seller’semployees or any employees located at the Property (or any of Seller’s affiliates’ employeeslocated at any property owned by such affiliates) for potential employment.

13.26 Survival. Except for (a) all of the provisions of this Article 13 (other thanSection 13.18 and 13.20), and (b) any provision of this Contract which expressly states that itshall so survive, and (c) any payment obligation of Purchaser under this Contract (the foregoing(a), (b) and (c) referred to herein as the “Survival Provisions”), none of the terms and provisionsof this Contract shall survive the termination of this Contract, and, if the Contract is not soterminated, all of the terms and provisions of this Contract (other than the Survival Provisions,which will survive Closing) shall be merged into the Closing documents and shall not surviveClosing.

13.27 Multiple Purchasers. As used in this Contract, the term “Purchaser” means allentities acquiring any interest in the Property at Closing, including, without limitation, anyassignee(s) of the original Purchaser pursuant to Section 13.3 of this Contract. In the event that



“Purchaser” has any obligations or makes any covenants, representations or warranties under thisContract, the same shall be made jointly and severally by all entities being a Purchaserhereunder.

ARTICLE 14LEAD–BASED PAINT DISCLOSURE

14.1 Disclosure. Seller and Purchaser hereby acknowledge delivery of the Lead BasedPaint Disclosure attached as Exhibit J hereto. The provisions of this Section 14.1 shall survivethe Closing and delivery of the Assignment of Ground Lease to Purchaser.

[Remainder of Page Intentionally Left Blank]

Legal Description


EXHIBIT A

LEGAL DESCRIPTION FOR WESTMINSTER OAKS

All that tract or parcel of land located in Fairfax County, Virginia, more particularly described asfollows:

BEGINNING at a point in the property of Stephen G. Yeonas, Trustee in the Easterly right-of-way line of proposed Southrun Road, said point being North 25 degrees 18 minutes 00 secondsEast 84.12 feet from the Northwesterly corner of Parcel “RR”, Newington Forest, Section 15;thence running through the property of the Stephen G. Yeonas, Trustee with the Easterly right-of-way line of Southrun Road North 25 degrees 18 minutes 00 seconds East 388.42 feet and witha curve to the left whose radius is 1033.98 feet (and whose chord is North 19 degrees 08 minutes57 seconds East 221.57 feet) an arc distance of 222.00 feet to a point; thence departing fromSouthrun Road and continuing through the property of Stephen G. Yeonas, Trustee the followingcourses: South 77 degrees 00 minutes 06 seconds East 280.00 feet, South 56 degrees 27 minutes33 seconds East 295.49 feet and South 33 degrees 32 minutes 27 seconds West 453.83 feet to apoint in the northerly right-of-way line of proposed Grandview Drive, thence with the northerlyright-of-way line of Grandview Drive and continuing through the property of Stephen G.Yeonas, Trustee the following courses with a curve to the left whose radius is 55.00 feet (andwhose chord is North 72 degrees 08 minutes 28 seconds West 82.17 feet) an arc distance of92.79 feet; with a curve to the right whose radius is 25.00 feet (and whose chord is South 87degrees 24 minutes 52 seconds West 23.39 feet) an arc distance of 24.33 feet; with a curve to theleft whose radius is 235.00 feet (and whose chord is South 88 degrees 03 minutes 00 secondsWest 215.20 feet) an arc distance of 223.53 feet; with a curve to the right whose radius is 195.00feet (and whose chord is South 88 degrees 03 minutes 00 seconds West 178.57 feet) an arcdistance of 185.48 feet and with a curve to the right whose radius is 25.00 feet (and whose chordis north 19 degrees 42 minutes 00 seconds West 35.36 feet) an arc distance of 39.27 feet to thepoint of beginning containing 6.50416 Acres of land.

Assignment of Ground Lease


EXHIBIT B

FORM OF ASSIGNMENT OF GROUND LEASE

PREPARED OUTSIDE THE COMMONWEALTHOF VIRGINIA

UPON RECORDING RETURN TO:

Pepple Johnson Cantu & Schmidt PLLC2430 Estancia Blvd., Suite 114Clearwater, FL 33761Attention: David O. Cantu, Esq.

Property Location: _______________County of Fairfax

Commonwealth of Virginia

ASSIGNMENT OF GROUND LEASE

THIS ASSIGNMENT OF GROUND LEASE (“Assignment”), made as of_______________, 2009 by NEWTON-OXFORD ASSOCIATES LIMITEDPARTNERSHIP, a Maryland limited partnership (“Assignor” and “Grantor” for recordingand indexing purposes), in favor of [PURCHASER ASSIGNEE:_______________________], [Assignee: a _______________________] (“Assignee” and“Grantee” for recording and indexing purposes).

W I T N E S S E T H:

WHEREAS, Assignor is the owner of a leasehold estate (hereinafter, said leaseholdestate is referred to as the “Leasehold Estate”) under that certain Lease described in Exhibit A(the “Ground Lease”); said Leasehold Estate covers real estate located in Fairfax County,Virginia, which land (hereinafter, said land is referred to as the “Leasehold Property”) is moreparticularly described on Exhibit B attached hereto and made a part hereof, and which LeaseholdEstate includes an ownership interest of Assignor in fee in and to all buildings and improvementslocated on the Leasehold Property (collectively, the “Improvements”), subject to the GroundLessor’s (hereinafter defined) reversionary interest therein on the terms and conditions of theGround Lease;

WHEREAS, Assignor has agreed to assign, transfer, sell and convey to Assignee all theright, title and interest of the tenant or lessee in, to and under the Leasehold Estate, the GroundLease and the Leasehold Property, and to quit-claim Assignor’s interest in and to theImprovements to Assignee in connection therewith; and

WHEREAS, Assignee has agreed to assume the due and full performance of all ofAssignor's obligations, duties and covenants accruing on and after the date hereof under theGround Lease and to accept Assignor’s quit-claim conveyance in and to the Improvements asaforesaid.

- 2 -Assignment of Ground Lease


NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars($10.00) and other good and valuable consideration in hand paid and delivered by Assignee toAssignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does herebyassign, transfer, sell and convey to Assignee, its successors and assigns, without recourse orwarranty except as hereinafter expressly provided, all of assignor's right, title and interest in andto the Leasehold Estate, the Ground Lease and the Leasehold Property, subject to those items setforth on Exhibit C attached hereto and made a part hereof (the “Permitted Title Exceptions”).

TO HAVE AND TO HOLD the Leasehold Estate, and all of Assignor's right, title andinterest in and to the Leasehold Property and the Ground Lease, together with any easementsappurtenant thereto and any improvements thereon, and together with all other appurtenancesthereunto belonging, or in any manner appertaining, unto Assignee, its successors and assigns,forever. Assignor does hereby covenant and warrant that Assignor has the right and authority toso assign, transfer, sell and convey the Leasehold Estate to assignee, that the Leasehold Estatehereby assigned, transferred, sold and conveyed to Assignee constitutes the entire interest ofAssignor under the Ground Lease and that the Leasehold Estate is free and clear of any and allliens, restrictions and encumbrances arising from the lawful claims of all persons owning,holding or claiming by, through or under Assignor, but not otherwise, other than (i) those setforth in the Ground Lease, (ii) zoning ordinances and restrictions and (iii) the Permitted TitleExceptions.

Without limiting the foregoing, it is the intent of this Assignment to, and for avoidance ofdoubt Assignor hereby does, release, relinquish and quitclaim unto Grantee, without warranty, allof Assignor’s right, title and interest in and to the Improvements.

Assignee accepts the foregoing quit-claim conveyance of the Improvements andotherwise assumes and agrees, for itself and its successors and assigns, and for the benefit ofRobert Pierre Johnson Housing Development Corporation of the National Capital Area (“GroundLessor”), as lessor under the Ground Lease, to perform any and all obligations and duties ofAssignor as “tenant” or “lessee” under the Ground Lease, and to be personally liable and subjectto all of the conditions and restrictions to which Assignor is subject, for that period of time fromand after the date hereof.



IN WITNESS WHEREOF, Assignor has executed and delivered this Assignment underseal on the day and year first above written.

ASSIGNOR:

NEWINGTON-OXFORD ASSOCIATESLIMITED PARTNERSHIP,a Maryland limited partnership

By: OXFORD EQUITIES CORPORATION,an Indiana corporation,its managing general partner

By: ____________________________Name:Title:

STATE OF [ ])) ss.:

COUNTY/CITY OF [ ])

On the [___] day of _____________, 2009 before me, the undersigned, a NotaryPublic for said state, personally appeared [_________________], personally known to me ORproved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is (are)subscribed to the within instrument and acknowledged to me that he/she/they executed the samein his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument theperson(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.1

____________________________Notary Public

My commission expires:

Notary Registration No.: ________________

[SIGNATURES CONTINUED ON NEXT PAGE]

1 Acknowledgement to be confirmed with Local Counsel.



[SIGNATURES CONTINUED FROM PRECEDING PAGE]

ASSIGNEE:

[PURCHASER ASSIGNEE:_______________________], [Assignee: a_______________________]

By:______________________________Name: ________________________Title: _________________________

STATE OF [ ])) ss.:

COUNTY/CITY OF [ ])


____________________________Notary Public






JOINDER

The undersigned, as lessor under the Ground Lease, hereby joins in the foregoingAssignment of Ground Lease for the purpose of acknowledging the assignment of the GroundLease by Assignor to Assignee and the assumption of the Ground Lease by Assignee, and, by itsexecution hereof, the undersigned hereby fully releases Assignor, its general partners, affiliates,parent and subsidiary entities, successors, assigns, partners, managers, members, employees,officers, directors, trustees, shareholders, counsel, representatives, agents, including withoutlimitation Oxford Equities Corporation and Apartment Investment and Management Company,from any and all obligations arising or accruing under or related to the Ground Lease, whetherarising before, on or after the date hereof.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, hascaused this Joinder to be duly executed under seal, as of the date first above written.

WITNESSED BY: Robert Pierre Johnson Housing DevelopmentCorporation of the National Capital Area

______________________ By:_______________________________Name:Its:

______________________

STATE OF [ ])) ss.:

COUNTY/CITY OF [ ])


____________________________Notary Public






EXHIBIT A

GROUND LEASE

That certain Lease Agreement by and between Robert Pierre Johnson Housing DevelopmentCorporation of the National Capital Area and Newton-Oxford Associates Limited Partnership(f/k/a Newton-Oxford Associates), dated as of March 30, 1982, and recorded at Deed Book5641, page 330 in the records of Fairfax County, Virginia.



EXHIBIT B



[INSERT DESCRIPTION FROM GROUND LEASE]



EXHIBIT C

PERMITTED TITLE EXCEPTIONS

1. Real Estate Ad Valorem Taxes for the year in which Closing occurs and subsequent years,not yet due and payable.

2. All other matters of record recorded or filed in the applicable records of Fairfax County,Virginia with respect to the real property conveyed hereby.

3. Rights of tenants (and subtenants) and/or lessees (and sublessees) in possession under anyrecorded or unrecorded leases or rental agreements.

4. All matters that would be disclosed by a current and accurate survey of the propertyconveyed hereby.

Bill of Sale


EXHIBIT C

FORM OF BILL OF SALE

THIS BILL OF SALE (“Bill of Sale”) is made as of _______________, 2009 byNEWINGTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited

partnership(“Seller”),in

favor of [PURCHASER ASSIGNEE: _______________________], [Assignee: a_______________________] (“Purchaser”).


WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contractdated as of May ___, 2009 (“Contract”) with respect to the sale of certain the Land identifiedon Exhibit A attached thereto and the Improvements located thereon. (Any term with its initialletter capitalized and not otherwise defined herein shall have the meaning set forth in theContract.)

NOW, THEREFORE, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Seller does hereby absolutely andunconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirmand deliver to Purchaser all of the Fixtures and Tangible Personal Property, withoutrepresentation or warranty of any kind whatsoever except as set forth in and subject to theterms of the Contract.

WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHERTANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLYDISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FORFITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSEDOR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THEUNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTYIS LOCATED OR ANY OTHER STATE.

This Bill of Sale shall be binding upon and inure to the benefit of the successors andpermitted assigns of Purchaser and Seller.

This Bill of Sale shall be governed by, interpreted under, and construed andenforceable in accordance with, the laws of the State of Virginia.

UPON RECORDING RETURN TO:

Pepple Johnson Cantu & Schmidt PLLC2430 Estancia Blvd., Suite 114Clearwater, FL 33761Attention: David O. Cantu, Esq.

Property Location: _______________County of Fairfax

Commonwealth of Virginia

- 2 -Bill of Sale


IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale as of thedate first set forth hereinabove.

SELLER:



By: ____________________________Name:Title:


- 3 -Bill of Sale



PURCHASER:


By:______________________________Name: ________________________Title: _________________________

General Assignment


EXHIBIT D

GENERAL ASSIGNMENT AND ASSUMPTION

THIS GENERAL ASSIGNMENT AND ASSUMPTION (this “Assignment”) isexecuted by NEWINGTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP, aMaryland limited partnership (“Seller”), in favor of [PURCHASER ASSIGNEE:_______________________], [Assignee: a _______________________] (“Purchaser”) as of_______________, 2009 (the “Effective Date”).


Seller and Purchaser, have entered into that certain Purchase and Sale Contract dated asof May ___, 2009 (“Contract”), in which Seller has agreed to sell and Purchaser has agreed topurchase the Land described on Exhibit A attached thereto and the improvements located thereon(collectively, the “Project”). Capitalized terms not otherwise defined herein shall have themeaning ascribed to them in the Contract.

Pursuant to the Contract, Seller has agreed to assign, without recourse or warranty, toPurchaser all of Seller’s right, title and interest, if any, in and to the Miscellaneous PropertyAssets, the Permits (other than the Excluded Permits), and the Property Contracts.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, Seller and Purchaser agree as follows:

1. Assignment. As of the Effective Date, Seller hereby assigns, sells and transfers,without recourse or warranty, to Purchaser all of Seller’s right, title and interest, if any, in and tothe Miscellaneous Property Assets, the Permits (other than the Excluded Permits), and theProperty Contracts.

2. Assumption. As of the Effective Date, Purchaser expressly agrees to assume andhereby assumes all liabilities and obligations of Seller in connection with the MiscellaneousProperty Assets, the Permits (other than the Excluded Permits), and the Property Contracts;provided, however, that to the extent that any Property Contract constitutes a TerminatedContract, Purchaser assumes such Property Contract only (a) through the effective date of thetermination of such Property Contract pursuant to its express terms, and (b) to the extent of anycancellation fees, penalties or damages, including liquidated damages, due as a result of suchtermination.

3. Counterparts. This Assignment may be executed in counterparts, each of whichshall be deemed an original, and both of which together shall constitute one and the sameinstrument.

4. Attorneys’ Fees. If any action or proceeding is commenced by either party toenforce its rights under this Assignment, the substantially prevailing party in such action orproceeding shall be awarded all reasonable costs and expenses incurred in such action or

- 2 -General Assignment


proceeding, including reasonable attorneys’ fees and costs (including the cost of in-housecounsel and appeals), in addition to any other relief awarded by the court.

5. Applicable Law. This Assignment shall be governed by and interpreted inaccordance with the laws of the Commonwealth of Virginia.

6. Binding Effect. This Assignment shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns.

WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLEOR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS AWARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR APARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THATMAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIALCODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED OR ANY OTHERSTATE.

WITNESS the signatures of the undersigned.

SELLER:



By: ____________________________Name:Title:


- 3 -General Assignment



PURCHASER:


By:______________________________Name: ________________________Title: _________________________

Assignment of Leases


EXHIBIT E

ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS

THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITYDEPOSITS (this “Assignment”) is executed by and between NEWINGTON-OXFORDASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership (“Assignor”), and[PURCHASER ASSIGNEE: _______________________], [Assignee: a_______________________] (“Assignee”), as of _______________, 2009 (the “EffectiveDate”).


Assignee and Assignor have entered into that certain Purchase and Sale Contract, datedMay ___, 2009 (“Purchase Contract”), in which Assignor has agreed to sell and Assignee hasagreed to purchase the real property described on Exhibit A attached hereto and theimprovements located thereon (collectively, the “Project”).

Assignor, as landlord, has entered into certain leases for the use of the Project by tenants(collectively, together with all amendments, modifications, supplements, restatements andguarantees thereof, the “Leases”) for the Project.

The Purchase Contract requires Assignor and Assignee to execute this Assignment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Capitalized Terms. Unless the context otherwise requires, all capitalized termsused, but not otherwise defined herein, shall have the meanings set forth for the same in thePurchase Contract.

2. Assignment and Assumption. As of the Effective Date, Assignor herebyirrevocably assigns, sets over, transfers and conveys to Assignee all of Assignor’s right, title andinterest in and to (a) the Leases and (b) the Tenant Security Deposit Balance. Assignee herebyaccepts this Assignment and the rights granted herein, and Assignee hereby expressly assumes,for itself and its successors, assigns and legal representatives, the Leases and the Tenant SecurityDeposit Balance and all of the obligations and liabilities, fixed and contingent, of Assignorthereunder accruing from and after the date hereof with respect to the Leases and the TenantSecurity Deposit Balance and agrees to (i) be fully bound by all of the terms, covenants,agreements, provisions, conditions, obligations and liability of Assignor thereunder, whichaccrue from and after the date hereof, and (ii) keep, perform and observe all of the covenants andconditions contained therein on the part of Assignor to be kept, performed and observed, fromand after the date hereof.

- 2 -Assignment of Leases


3. Indemnification. Assignee shall indemnify, protect, defend and hold harmlessAssignor from and against any and all claims incurred by Assignor with respect to the SecurityDeposits assigned herein.

4. General Provisions.

a. Successors. This Assignment shall inure to the benefit of, and be bindingupon, the parties hereto and their respective successors and assigns.

b. Counterparts. This Assignment may be executed in as manycounterparts as may be deemed necessary and convenient, and by the different parties hereto onseparate counterparts, each of which, when so executed, shall be deemed an original, but all suchcounterparts shall constitute one and the same instrument.

c. Governing Law. This Assignment and the legal relations between theparties hereto shall be governed by and construed and enforced in accordance with the laws ofthe State (or Commonwealth, as the case may be) wherein the Project is located, withoutreference to the conflict of law provisions thereof.

d. Attorney’s Fees. If any action or proceeding is commenced by eitherparty to enforce its rights under this Assignment, the substantially prevailing party in such actionor proceeding shall be awarded all reasonable costs and expenses incurred in such action orproceeding, including reasonable attorneys’ fees and costs (including the cost of in-housecounsel and appeals), in addition to any other relief awarded by the court.

[Remainder of Page Intentionally Left Blank]



IN WITNESS WHEREOF, this Assignment was made and executed as of the date firstabove written.

ASSIGNOR:



By: ____________________________Name:Title:





ASSIGNEE:


By:______________________________Name: ________________________Title: _________________________



EXHIBIT A



Notice of Sale to Service Contract Parties


EXHIBIT F

NOTICE TO VENDOR REGARDING TERMINATION OF CONTRACT

Westminster Oaks

_______________, 2009

TO: _________________________________________________________[INSERT VENDORINFORMATION]

Re: Termination of [Insert Name and Date of Contract] (the “Contract”)

Dear [Insert Name]:

Effective as of _______________, 2009 (the “Closing Date”), NEWINGTON-OXFORDASSOCIATES LIMITED PARTNERSHIP (“Seller”), has sold the property located at 8200-3227 Maple Leaf Court and 8200-8245 Beach Monarch Court, Springfield, Virginia to[Purchaser Assignee: _______________________], [Assignee: a _______________________](“Purchaser”). In connection with such purchase and sale, Purchaser has elected to terminatethe Contract Accordingly, this letter shall serve as notice that the Contract is terminated as of_______________, 2009 [OPTION: INSERT LATER DATE IF REQUIRED BYTERMINATED CONTRACT: __________, 200__] (the “Termination Date”).

To the extent that the Contract requires payment of any penalty or premium as a result ofthe termination of the Contract, Purchaser shall be solely responsible for the payment of any suchcancellation fees or penalties. Also, to the extent that the Termination Date is after the ClosingDate, Purchaser shall be deemed to have assumed all of Seller’s obligations under the Contract asof the Closing Date.

Any and all future notices and inquiries that you may have regarding the termination ofthe Contract should be forwarded to Purchaser at the following address:

[Purchaser Assignee: _______________________]2430 Estancia Boulevard, Suite 101Clearwater, Florida 33761Attention: Property Manager

- 2 -



Very truly yours,

SELLER:



By: ____________________________Name:Title:


- 3 -




PURCHASER:


By:______________________________Name: ________________________Title: _________________________

Loan Assumption Agreement


EXHIBIT G

[FORM TO BE PROVIDED BY VHDA AND REASONABLY APPROVED BY SELLERAND PURCHASER, IF APPLICABLE PURSUANT TO THE TERMS OF THE CONTRACT]

- 2 -

Loan Assumption Agreement


EXHIBIT A

LEGAL DESCRIPTION FOR Westminster Oaks


HUD Assignment


EXHIBIT H

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF SECTION 8HOUSING ASSISTANCE CONTRACT (herein called the “Agreement”) is made as of_______________, 2009, by the UNITED STATES OF AMERICA, acting through theVIRGINIA HOUSING DEVELOPMENT AUTHORITY (herein called “the ContractAdministrator”), NEWINGTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP, aMaryland limited partnership (herein called “the Seller”), and [PURCHASER ASSIGNEE:_______________________], [Assignee: a _______________________] (herein called “theBuyer”).

WHEREAS, the Contract Administrator and Seller, pursuant to Section 8 of the UnitedStates Housing Act of 1937, 42 U.S.C. 1437(f), entered into a Section 8 Housing AssistancePayments Contract (herein called the “HAP Contract”) identified as HAP Contract Number[Section 8/HAP No.: __________________] for units in the Westminster Oaks (herein called“the Property”), a copy of which is attached hereto as “Exhibit A”.

WHEREAS, the Seller, and the Buyer have entered into a Purchase and Sale Contract(the “Sale Contract”), dated as of May ___, 2009, wherein the Seller agrees to sell the Propertyand the Buyer agrees to purchase the Property, including, without limitation, the improvementssituated thereon, and has agreed to accept the assignment of and assume all obligations under theHAP Contract;

WHEREAS, the Buyer has submitted to the Contract Administrator and the Secretary ofHUD (herein called "the Secretary") an Application and documents in support thereof (hereincollectively referred to as the "Application") requesting the Contract Administrator’s and theSecretary's approval of the proposed assignment of the HAP Contract to the Buyer as set forth inthe aforesaid Sale Contract; and

WHEREAS, the Seller and the Buyer mutually desire to assign the HAP Contract; and itis necessary to and the Contract Administrator and the Buyer mutually desire to amend the HAPContract to allow for physical inspections in accordance with 24 CFR Part 5, Subpart G andrequire financial reporting in accordance with 24 CFR Part 5, Subpart H.

NOW, THEREFORE, in consideration of the foregoing, the sum of Ten Dollars($10.00) in hand paid and other good and valuable consideration, the receipt of which is herebyacknowledged, and in order to comply with the requirements of the Secretary, the U.S. HousingAct of 1937, and the regulations adopted pursuant thereto, the parties hereto agree as follows:

1. The Seller hereby irrevocably assigns the HAP Contract to the Buyer togetherwith all rights and obligations in and under said contract; provided, however, in no event shallthis assignment or assumption be effective unless and until the Buyer takes title to the Property.

2. Effective as of the date of this Agreement, the Buyer agrees to assume and to bebound by said HAP Contract as modified herein, and is responsible for filing the Annual

- 2 -

HUD Assignment


Financial Statement (AFS) from the date of this Agreement through the end of the Buyer’s fiscalyear.

3. Effective as of the date of this Agreement, the Seller is released from any furtherliability under the HAP Contract, excepting that the Seller shall remain responsible for filing theAFS through the day before this Agreement if said HAP Contract includes an AFS filingrequirement.

4. Part II of the HAP Contract shall be amended as follows to include the followingprovisions:

Physical Conditions Standards and Inspection Requirements. The Ownershall comply with the Physical Condition Standards and Inspection Requirementsof 24 CFR Part 5, Subpart G, including any changes in the regulation and relatedDirectives. In addition, the Owner shall comply with HUD’s Physical ConditionStandards of Multifamily Properties of 24 CFR Part 200, Subpart P, including anychanges in the regulation and related Directives. This obligation shall apply bothduring the current term of the HAP contract and during each successive renewalterm.

Financial Reporting Standards. The Owner shall comply with the UniformFinancial Reporting Standards of 24 CFR Part 5, Subpart H, including anychanges in the regulation and related Directives. This obligation shall applyduring the current term of the HAP contract and for each successive renewal term.

5. This Agreement shall be construed under the laws of the Commonwealth ofVirginia and to the extent inconsistent with the laws of the Commonwealth of Virginia, the lawsof the United States of America. This Agreement shall be binding upon and shall inure to thebenefit of the parties hereto and their respective successors and assigns.

6. This Agreement may be executed in any number of counterparts, each of whichshall be considered an original for all purposes; provided, however, that all such counterpartsshall together constitute one and the same instrument.

7. The Contract Administrator and Secretary, by the signatures of their respectiveauthorized representatives below, consent to assignment made hereby. Said consent shall bevoid ab initio if the Contract Administrator or the Secretary determine that Buyer, or anyprincipal or interested party of the Buyer, is debarred, suspended or subject to a limited denial ofparticipation under 24 CFR Part 24, or is listed on the U.S. General Services Administration listof parties excluded from Federal procurement or nonprocurement programs.

NOTHING in this Agreement shall in any way impair the HAP Contract or alter, waive,annul, vary or affect any provision, condition, covenant therein, except as herein, specificallyprovided, or affect or impair any rights, powers, or remedies under the HAP Contract, it beingthe intent of the parties hereto that the terms and conditions of the HAP Contract shall continuein full force and effect except as amended hereby.

- 3 -

HUD Assignment


IN WITNESS WHEREOF, the Seller, the Buyer and the Contract Administrator havecaused this agreement to be executed.

SELLER:



By: ____________________________Name:Title:


- 4 -

HUD Assignment



BUYER:


By:______________________________Name: ________________________Title: _________________________


- 5 -

HUD Assignment



CONTRACT ADMINISTRATOR (HUD orPHA)

Name of Contract Administrator (Print)

VIRGINIA HOUSING DEVELOPMENTAUTHORITY

By: __________________________________Signature of authorized representative

_____________________________________Name and title (Print)


- 6 -

HUD Assignment



APPROVED BY:SECRETARY:

SECRETARY OF HOUSING ANDURBAN DEVELOPMENT_____________________________________

By: __________________________________Signature of authorized representative

_____________________________________Name and title (Print)

Notice of Sale to Tenants


EXHIBIT I

TENANT NOTIFICATION

_______________, 2009

To Tenants of Westminster Oaks

Ladies and Gentlemen:

This is to advise you that, effective this date, Westminster Oaks has been sold to[Purchaser Assignee: _______________________] (“Purchaser”).

Effective immediately, please make all rent checks payable to “[Purchaser Assignee:_______________________]” and make all rental payments to _______________. Any securitydeposit you made at the time of signing your lease has also been transferred to Purchaser, andPurchaser is solely responsible for returning any security deposit to which you are entitled at thetermination of your lease.

Additionally, effective immediately, [Property Manager Company: _____________], isno longer the manager of Westminster Oaks. The new manager of Westminster Oaks is__________________________.

Please contact _________________ at _____________ if you have any questionsregarding this transfer.

Very truly yours,

PURCHASER:


By:______________________________Name: ________________________Title: _________________________


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LEGAL02/31276559v2/s12 Notice of Sale to Tenants

Westminster Oaks, Springfield, VA, Property No. 039170


SELLER:



By: ____________________________Name:Title:

LEGAL02/31276559v2

EXHIBIT J

LEAD-BASED PAINT DISCLOSURE

EVERY PURCHASER OF ANY INTEREST IN RESIDENTIAL REAL PROPERTYON WHICH A RESIDENTIAL DWELLING WAS BUILT PRIOR TO 1978 ISNOTIFIED THAT SUCH PROPERTY MAY PRESENT EXPOSURE TO LEAD FROMLEAD-BASED PAINT THAT MAY PLACE YOUNG CHILDREN AT RISK OFDEVELOPING LEAD POISONING. LEAD POISONING IN YOUNG CHILDRENMAY PRODUCE PERMANENT NEUROLOGICAL DAMAGE, INCLUDINGLEARNING DISABILITIES, REDUCED INTELLIGENCE QUOTIENT,BEHAVIORAL PROBLEMS, AND IMPAIRED MEMORY. LEAD POISONINGALSO POSES A PARTICULAR RISK TO PREGNANT WOMEN. THE SELLER OFANY INTEREST IN RESIDENTIAL REAL PROPERTY IS REQUIRED TOPROVIDE THE PURCHASER WITH ANY INFORMATION ON LEAD-BASEDPAINT HAZARDS FROM RISK ASSESSMENTS OR INSPECTIONS IN THESELLER’S POSSESSION, IF ANY, AND NOTIFY THE PURCHASER OF ANYKNOWN LEAD-BASED PAINT HAZARDS. A RISK ASSESSMENT ORINSPECTION FOR POSSIBLE LEAD-BASED PAINT HAZARDS ISRECOMMENDED PRIOR TO PURCHASE.

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SCHEDULE 1-A

LIST OF EXCLUDED PERMITS

NONE

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SCHEDULE 1-B

LIST OF EXCLUDED FIXTURES AND TANGIBLE PERSONAL PROPERTY

1. “Buyer’s Access” Computer Hardware and Software;

2. AIMCO Benchmark Series Books;

3. Connect: Remote Horizon Software;

4. All other software installed on any computers transferred as part of the sale;provided, however, that if "RealPage" software is used at the Property for rent rollpurposes, in order for Purchaser to continue to use the software, Purchaser must(1) notify RealPage by emailing them at: [email protected], (2) purchase alicense, and (3) cause RealPage to advise Seller by email [email protected] and [email protected] thatPurchaser has purchased a license. Otherwise, the realpage software shall beremoved upon Closing with all other excluded software; and

5. All of the items set forth in clauses (a) through (c) of the definition of “Fixturesand Tangible Personal Property” set forth in the Contract.

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SCHEDULE 2.2.1

TITLE COMPANY WIRING INSTRUCTIONS

FIDELITY’S WIRING INSTRUCTIONS

Wire To: U.S. BANK

COMMERCIAL CUSTOMER

SERVICE

535 WESTMINSTER MALL

1 S T F L O O R WESTMINSTER, CA 92683

1-866-617-2611

ABA: 102000021

Account Number: 194313995376

Account Name: FIDELITY NATIONAL TITLE

NTS - DENVER, CO

CUSTODIAL ESCROW DEPOSIT ACCOUNT

Please include these references:

File Number: F222533

Branch: FN

Closer: Valena

Bloomquist

- 7 -LEGAL02/31276559v2


SCHEDULE 3.5

LIST OF MATERIALS

IN ALL INSTANCES, THE FOLLOWING MATERIALS WILL BE DELIVERED ORMADE AVAILABLE AT THE PROPERTY ONLY TO THE EXTENT THE SAMEEXIST AND ARE IN SELLER’S POSSESSION OR REASONABLE CONTROL.ALL DELIVERIES ARE MADE SUBJECT TO THE PROVISIONS OFSECTION 3.5.2 OF THE CONTRACT.

1. The Rent Roll, together with the form tenant lease currently in use at the Property,copies of tenant leases and copies of tenant files. HUD 50059 forms for eachTenant.

2. Copies of the most current real estate or personal property ad valorem taxstatements for the Property.

3. Copies of Property Contracts and Utility Contracts, if any.

4. Surveys, architectural, mechanical, electrical, plumbing, drainage, construction,and similar plans, specifications and blueprints relating to the Improvements.

5. Any private or governmental acquisition and/or inspection report relating to theProperty or any of the Improvements or Fixtures and Tangible Personal Propertywhich is in Seller’s possession, but specifically excluding any physical needsassessment reports relating to the Property.

6. Any environmental reports and any written notice of environmental violationswhich Seller has received from any governmental entity.

7. The utility bills for the Property for the past six (6) calendar months.

8. Operating statements itemizing income and expense items for the Property for thepast two (2) full calendar years and year-to-date. Any HUD audits for theProperty for the past two (2) full calendar years in Seller’s possession.

9. Termite inspection reports, if any.

10. The Ground Lease.

11. As and to the extent available from the Lender, evidence of all current reserves,impounds and other accounts described in Section 4.5.3.5 of the Contract.

12. The most recent report prepared by Seller in the ordinary course of Seller’sbusiness showing utility deposits held by utility companies as described inSection 5.4.3 of the Contract.

TAB L

(Plan of Development Certification Letter)

TAB M

(Zoning Certification Letter)

TAB N

(Copies of 8609’s To Certify Developer Experience)

Baltic

169 Units

Hampton Ridge

110 Units

New York Avenue

150 Units

Pinewood Pointe

136 Units

Place One

114 Units

Timuquana

100 Units

TAB Q

(Documentation of Rental Assistance)

TAB R

(Documentation of Operating Budget)


D. Operating ExpensesAdministrative:

1. Advertising/Marketing $5002. Office Salaries $03. Office Supplies $1,5004. Office/Model Apartment (type______) $05. Management Fee $25,000

3.64% of EGI 500 Per Unit6. Manager Salaries $18,0007. Staff Unit (s) (type______) $08. Legal $2,0009. Auditing $7,500

10. Bookkeeping/Accounting Fees $011. Telephone & Answering Service $80012. Tax Credit Monitoring Fee $1,25013. Miscellaneous Administrative $0

Total Administrative $56,550Utilities

14. Fuel Oil $2,80015. Electricity $3,50016. Water $9,00017. Gas $018. Sewer $19,000

Total Utility $34,300Operating:

19. Janitor/Cleaning Payroll $020. Janitor/Cleaning Supplies $021. Janitor/Cleaning Contract $022. Exterminating $2,40023. Trash Removal $024. Security Payroll/Contract $025. Grounds Payroll $026. Grounds Supplies $027. Grounds Contract $6,00028. Maintenance/Repairs Payroll $20,00029. Repairs/Material $5,00030. Repairs Contract $031. Elevator Maintenance/Contract $032. Heating/Cooling Repairs & Maintenance $033. Pool Maintenance/Contract/Staff $034. Snow Removal $035. Decorating/Payroll/Contract $036. Decorating Supplies $037. Miscellaneous $2,500

Operating & Maintenance Totals $35,900Taxes & Insurance

38. Real Estate Taxes $59,35039. Payroll Taxes $2,90740. Miscellaneous Taxes/Licenses/Permits $35,00041. Property & Liability Insurance $12,50042. Fidelity Bond $043. Workman's Compensation $1,50044. Health Insurance & Employee Benefits $4,00045. Other Insurance $0

Total Taxes & Insurance $115,2576544

Total Operating Expense $242,007

D1. Total Oper. Ex. Per Unit $4,840 D2. Total Oper. Ex. As % EGI (from E3) 35.25%

Replacement Reserves (Total # Units X $300 or $250 New Const. Elderly Minimum) $15,000

Total Expenses $257,007

2009 Page 16

TAB S

(Documentation of Project Budget)

RenovationBudget

508

6.5 (+/-)$$/Unit # Units # Bldgs Total

500.00 50 8 25,000.00 500.00 50 8 25,000.00 350.00 50 8 17,500.00 350.00 50 8 17,500.00 500.00 50 8 25,000.00

2,200.00 50 8 110,000.00 Avg/$$/Unit # Units # Bdgs Total

1,600.00 50 8 80,000.003,500.00 50 8 175,000.003,200.00 50 8 160,000.00

800.00 50 8 40,000.00800.00 50 8 40,000.00

3,000.00 50 8 150,000.002,000.00 50 8 100,000.001,000.00 50 8 50,000.001,000.00 50 8 50,000.004,010.00 20 8 80,200.001,000.00 50 8 50,000.00

525.00 50 8 26,250.00650.00 50 8 32,500.00820.00 50 8 41,000.00

3,500.00 50 8 175,000.00500.00 50 8 25,000.00

1,500.00 50 8 75,000.00500.00 50 8 25,000.00975.00 50 8 48,750.00975.00 50 8 48,750.00

29,449.00 50 8 1,472,450.00

31,649.00 50 1,582,450.00 Gen. Requirements 4% 1,265.00 50 63,250.00 Overhead 4% 1,265.00 50 63,250.00 Profit 6% 1,900.00 50 95,000.00

36,079.00 50 1,803,950.00 Contingency 10% 3,608.00 50 180,400.00

39,687.00 50 1,984,350.00

Add Shower Stall to 3 BR units Remodel 1/2 bath in 3 BR units, add Shower Stall

Scope of Work

# of units# of Bldgs# Acres

Interior Drywall & Painting

Replace range, refrigerator, disposal, washer, dryer; add diishwasher all Energy Star

Signage/Exterior LightingAdd fill and topsoil, as needed; patch bare areas with sod; restore mulch areas.Landscaping

Roofing

Windows/Patio Doors

Exterior Doors Replace cabinets, countertops, sinks & faucets in all units, to VHDA specificationsReplace all unit entrance doors, with metal doors, double lock hardware

Builldings & Units

Kitchen Cabinets, Countertops, Sinks, Fixtures

Plumbing-HW Heaters

Total Cost

Hard CostSite

Interior Doors & Trim Appliances

Add additional exterior bldg lights. Install brick entrance sign with lighting.Other Add new playground equipment. Create park areas

Repair sheeting as needed, add new felt, replace roofing shingles with new 30 year variable width asphalt

Tubs, Showers & Tile Surrounds

Total Const. Cost

Average/ Unit - Interior

Subtotal

Electrical /Lighting

Unit Clean UpCarpet Flooring (Vinyl)

Replace vanities, countertops, sinks, toilets & fixtures in all baths, all to VHDA specifications.

Clean up units after renovation complete

Repair Service, as needed; Replace fixtures all units, to VHDA specifcations

HVAC

Bath Vanities, Countertops, Sinks, Toilets, Fixtures

Replace existing units with 14 SEER Heat Pump; clean & upgrade duct work

Replace as needed in LR,Steps, Halls & BRs

Westminster Oaks - Renovation Analysis

Regrade areas with standing water; add drop inlets & French drains.

Insulation/Weatherization

Exterior Brickwork, Siding, Trim, Gutters Brick veneer all exterior walls; replace trim, gutters, etc.

Total Exterior

Fill potholes, pave, as needed, seal & stripe parking lot. Site Improvements Parking Lot

Repair & Paint as needed

Repair or Repair, as needed

Repair insulation, as needed, weatherize areas currently exposedReplace all windows & patio doors with Energy Saver windows & doors

Repair or Replace, as needed

funds will be used to cover any overages, any remaining will be used for additional upgrades.

Completion Assurance Bond or LC; Bldg. Permits, Administrative support, misc.

Replace existing units with "Energy Smart" low flow, quick recovery 40 gallon units.

Replace as needed with Vinyl in kitchen, baths & utility areas

Office/Maintainance Bldg. (pro-rate/unit)General Construction (pro-rated/unit)

Renovate Ofiice, furnish; renovate Maintainance Area, furnishDemolition, Trash removal, general construction materials & labor

RHA 3.22.05

TAB T

(Documentation of Financing Sources)

May 12, 2009 Mr. J. David Page 2430 Estancia Blvd Suite 101 Clearwater, FL 33761 Re: Partnership: SP Springfield LP Property Name: Westminster Oaks City/State: Springfield, Virginia Dear Mr. Page: This letter will confirm our agreement (“Agreement”) whereby Raymond James Tax Credit Funds, Inc. (“RJTCF”) shall attempt to effect a closing (“Closing”) of an investment by a Fund sponsored by RJTCF (the “RJTCF Fund”) in the above named partnership (“Partnership”) on the assumptions, terms, and conditions contained in this letter, or such other assumptions, terms and conditions as are acceptable to you, RJTCF and the RJTCF Fund.

CURRENT ASSUMPTIONS:

I. DESCRIPTION OF THE PROJECT AND THE INVESTMENT.

A. Project:

1. Acquisition/Rehabilitation 2. Units: 50. 3. Estimated Construction Start Date: November 2009. 4. Estimated Construction Completion Date: July 2010. 5. Estimated 100% Occupancy Date: September 2010. 6. Set-aside Requirements: 30 units at 50% or less of median income and 20 units

at 60% or less of median income. 7. Rental Assistance:

a. Number Of Units: 50. b. Term: Approximately three years remaining on 30 year HAP Contract. c. Source: HUD Section 8.

8. Management: a. Company: RPJ Housing Development Corporation of the National

Capital Area, Inc, or other VHDA approved entity, subject to RJTCF approval.

b. Management Fee: $25,000 (estimated). 9. General Contractor: SP Mid-Atlantic Construction LLC.

B. Tax Credit Information: 1. Reserved or Allocated Credits: $421,669. 2. Assumed Partnership Annual Credits: $421,669. 3. The RJTCF Fund’s Share of Partnership Annual Credits: 99.99% 4. Assumed the RJTCF Fund ‘s Annual Credits: $253,001. 5. Applicable Fraction: 100%. 6. Applicable Percentage: 3.28% (floating) and 9.00%.

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7. First Credit Year: 2010.

The RJTCF Fund will purchase 99.99% of 60% of the Reserved or Allocated Credits. The remaining 40% of the Reserved or Allocated Credits will be exchanged through VHDA and will provide 40% of the Estimated Total Capital described in Section C below.

C. Equity Investment: 1. Estimated $0.75 per dollar of the RJTCF Fund’s Credits (“Credit Price”), subject

to market conditions and availability of funds. 2. Estimated $0.85 per dollar of the Reserved or Allocated Credits exchanged

through VHDA. 3. The Estimated Total Capital: $3,330,848 (of which the RJTCF Fund will

contribute $1,897,320). Note that the RJTCF Fund’s estimated actual contributions are based on actual credits delivered. If actual RJTCF Fund Credits are less than the assumed amount, estimated capital contributions will be reduced by the shortfall times the Credit Price. If actual The RJTCF Fund Credits are greater than the assumed amount (“Excess Credits”), then the RJTCF Fund estimated Capital Contributions will be increased by an amount equal to the Excess Credits times the Credit Price up to 110% of the Estimated Total Capital, unless such increase is attributable to an additional reservation of Credits. The RJTCF Fund will specify under which terms it will purchase any Excess Credits attributable to an additional reservation of Credits, and/or those that would otherwise cause capital contributions to exceed 110% of the Estimated Total Capital. The General Partners can accept or reject those terms. Any Excess Credits that the RJTCF Fund is unwilling to buy or that the General Partners are unwilling to sell at the price specified by the RJTCF Fund shall be allocated to the General Partners.

4. Installment Payment of Estimated Capital Contributions:

a. $330,848 (10%) ($189,732 from the RJTCF Fund) at Closing of which $35,000 shall be paid to RJTCF as reimbursement of expenses incurred in connection with due diligence

b. $1,852,749 (56%) ($1,062,499 from the RJTCF Fund) during Construction pursuant to draws requested by the General Partner pro rata with other construction funding

c. $694,781 (21%) ($398,437 from the RJTCF Fund) at Construction Completion

d. $430,102 (13%) ($246,652 from the RJTCF Fund) at Stabilized Operations (“Stabilization Capital Contribution”)

All payments will be subject to various deliveries required by the RJTCF Fund as described in the definitive documents, including without limitation, updates of representations and warranties previously given to the RJTCF Fund.

5. Timing Adjusters: The capital contribution of the RJTCF Fund shall be reduced by 70% of the shortfall between the Credits actually delivered and the Credits assumed to be

3

delivered in 2010 and 2011. Currently, it is assumed that the Partnership will deliver $272,185 of Credits in 2010 and $421,669 of Credits in 2011. The capital contribution of the RJTCF Fund shall be adjusted if and to the extent that the RJTCF Fund is admitted after Credits have begun to run by an amount equal to the credits not received by the RJTCF Fund times the credit price.

D. Allocation of Distributions:

1. Asset Management Fee: The RJTCF Fund shall receive an annual asset management fee of $15,000, increasing at 4% per year prior to any cash distributions. The Asset Management Fee shall begin once the Project has been placed in service and shall be prorated for the year that the Project is placed in service. The fee shall be cumulative to the extent unpaid in any year and shall be payable from sale proceeds of the property to the extent not previously paid. The fee must be paid in order for the Partnership to remain Current; thus, if cash flow is not sufficient to pay the fee, it shall be paid from available reserves or from loans made by the Guarantors under the Operating Deficit Guaranty.

2. Cash From Operations: Cash available to be distributed after paying Partnership

expenses, funding the Replacement Reserve, and maintaining working capital reserves. Cash From Operations shall be allocated in the following order:

a. To the RJTCF Fund until reimbursed under Tax Credit Guaranty; b. To the Developer to pay any unpaid Deferred Development Fee; c. To the Guarantors to repay any loans due under the Operating Deficit

Guaranty; d. 89.99% to the General Partners as an incentive management fee; e. The balance 0.01% to the General Partners, and 99.99% to the RJTCF

Fund. In all events, the RJTCF Fund must receive at least 10% of the amount available for distributions to partners and payment of incentive management fees to the General Partners.

3. Cash From Sale or Refinancing: Proceeds available after paying all debts and

liabilities and establishing any required reserves shall be allocated in accordance with capital accounts, in the following order:

a. To the RJTCF Fund until reimbursed under Tax Credit Guaranty, to the

extent not reimbursed from Cash From Operations; b. To pay any accrued but unpaid Asset Management Fee; c. To the Guarantors to repay any loans due under the Operating Deficit

Guaranty; d. To the Developer to pay any unpaid Deferred Development Fee; e. The balance, 90% to the General Partners and 10% to the RJTCF Fund

The distribution of Cash From Sale or Refinancing shall be subject to the requirement of the Internal Revenue Code that liquidating distributions be made in accordance with capital accounts.

4

E. Allocations of Profits and Losses:

1. Operating Profits and Losses: 99.99% RJTCF Fund; 0.01% General Partner. 2. Credits and Depreciation: 99.99% RJTCF Fund; 0.01% General Partner. 3. Gain or Loss on Sale: So as to bring the capital accounts into the ratios that will

allow Proceeds of Sale to be distributed 90% to the General Partners and 10% to the RJTCF Fund, to the extent possible given the requirements of the Internal Revenue Code and the Treasury Regulations.

4. Operating Losses Prior to Credit Delivery: At the discretion of the RJTCF Fund, Operating Losses attributable to the period prior to the start of Credit delivery may be specially allocated to the General Partners.

F. Developer and Development Fee:

1. Developer: Southport Financial Services, Inc., or an affiliate thereof 2. Estimated Development Fee: $1,025,000. 3. Timing of Development Fee payments to be negotiated prior to closing.

If necessary, part of the development fee, not to exceed $500,000, will be deferred beyond the date of the RJTCF Fund’s final capital contribution installment, without interest, and shall be paid in accordance with the terms of allocations of Cash From Operations and Cash from Sale or Refinancing or, if not paid within 10 years after placed-in-service date, from General Partners’ capital as described below. It is currently estimated that there will be a deferred development fee in the amount of $384,243.

G. Reserves:

1. Replacement Reserve: $15,000 per year beginning at the earlier of six months after completion of construction or the first month of Stabilized Operations. In the aggregate, no more than $10,000 will be withdrawn from the Replacement Reserve in any calendar year without the approval of the RJTCF Fund.

2. Operating Reserve: $348,000 to be funded at the time of the Stabilization Capital Contribution. The Operating Reserve shall be used to fund operating deficits that occur after the Stabilization Capital Contribution and shall not be used to reimburse the General Partners or Guarantors for amounts expended prior to such contribution, including without limitation for cost overruns or operating deficits. Amounts held in the Operating Reserve shall not be released (other than to fund operating deficits) and will not become Cash From Operations without the written consent of the RJTCF Fund. The RJTCF Fund must be notified if aggregate draws of more than $10,000 are made from the Operating Reserve in any year.

H. Obligations of General Partners:

1. General Partners: SP Springfield GP, Inc.. 2. General Partners’ Capital: $0 (estimate). 3. The General Partners agree that to the extent any deferred development fee has

not been repaid from cash flow at the end of ten years from the date the property

5

is placed in service, they will contribute sufficient capital so that the partnership can pay any amount of the deferred fee outstanding at that time.

I. Obligations of the Guarantors:

1. Guarantors: To be determined. 2. Guaranties:

a. Completion Guaranty – The Guarantors will guarantee lien-free completion of the Property and will pay any of the below costs that are in excess of the allowed sources of funds (including any allowed deferred development fee). Such costs include costs to:

(1) acquire the Property and complete construction substantially in

accordance with plans and specifications and free from any defects;

(2) pay all acquisition and construction costs, including any construction period interest, costs, fees, and reserves; and

(3) pay all operating expenses, debt service and capital maintenance items that exceed rental and other income through the date the RJTCF Fund makes its final capital contribution.

Any excess costs will not be considered loans or capital contributions. Guarantors will also advance funds as needed during construction if proceeds of financing and/or capital contributions are not yet available to pay such costs. Such advances will be repaid, without interest, once such sources of funds become available.

In the event that certain events occur, the RJTCF Fund shall have the right to require the Guarantors to repurchase the RJTCF Fund's interest for a price that returns its investment to date plus interest. Examples of such events include failure to complete construction by an agreed-upon drop dead date, failure to replace withdrawn commitments for permanent financing or rental assistance, failure to qualify for at least seventy (70%) of the expected Credits, failure to achieve Stabilized Operations within a specified period, etc.

b. Tax Credit Guaranty – Guaranty that expected Credits will be available to the RJTCF Fund and Credits taken will not be recaptured. If the actual annual Credits available to the RJTCF Fund in any year are lower than the Credits expected, the Guarantors shall reimburse the RJTCF Fund for the shortfall on a dollar for dollar basis. If it is determined that the shortfall in Credits will apply to future years as well, Guarantors will refund the purchase price of those future credits. If the RJTCF Fund is subject to recapture (including disallowance of credits) of previously claimed credits, the Guarantors shall reimburse the RJTCF Fund for its recapture amount.

This guaranty shall apply to a period that ends at the end of the LIHTC

compliance period.

The maximum obligations of the Guarantors will not exceed the RJTCF

6

Fund's expected Total Payments. The Guarantors will not be obligated if the reduction in the amount of Credits or recapture is a result of a change in the tax law or the disposition by the RJTCF Fund of its interest.

To the extent that payments under the Tax Credit Guaranty are not made or are insufficient to compensate the RJTCF Fund for amounts due the RJTCF Fund as a result of reduced or recaptured Credits, the amounts, plus interest, will be paid as a priority from all available cash, including Cash From Operations or Sale Proceeds.

c. Operating Deficit Guaranty – Guaranty that the Partnership will have sufficient funds to remain current in its obligations during a specified period and that Guarantors will make subordinated, interest-free loans to the Partnership to the extent necessary to meet obligations, including Asset Management Fee, debt service and the funding of reserves, for the period beginning with the Stabilization Capital Contribution and ending on the December 31st which (i) is at least five years following the Stabilization Capital Contribution and on which each of the following is true:

(1) The guarantors have not been required to make any payments or

loans to the Partnership under the Operating Deficit Guaranty. (2) The Partnership is current with regards to all liabilities. (3) The Partnership's Replacement Reserve account balance is an

amount equal to 80% of the Annual Replacement Reserve times the length of time since completion of construction or rehabilitation.

(4) The Guarantors have not been obligated to make any payments under the Tax Credit Guaranty.

Guarantors shall also be responsible throughout the entire Compliance Period for deficits attributable to the failure to obtain or the loss of any property tax abatement expected to be received by the Project. Operating deficit loans shall not bear interest and shall be payable on a subordinated basis from available cash, including Cash from Operations and Sale Proceeds.

The maximum obligations of the Guarantors under this Operating Deficit Guaranty will not exceed $315,000 (approximately six months’ operating expenses, debt service and replacement reserves).

J. Total Depreciable Basis: $7,890,320 (of which 60% will be allocated to the RJTCF

Fund).

1. $7,042,111 (89.25%) - 27.5 year depreciable property 2. $315,613 (4.00%) - 15 year depreciable property 3. $532,597 (6.75%) - 5 year depreciable property

K. Financing:

7

1. Construction Financing – To be determined 2. Permanent Financing - First Mortgage

a. Not to Exceed Amount: $3,200,000. b. Lender: VHDA (Restructured Assumption Loan). c. Funds at closing. d. Non recourse. e. Not tax-exempt bond financed. f. Term (years): 35. g. Amortization period (years): 35. h. Interest rate: 8.00%.

i. Fixed. ii. Annual payment: Not to exceed $272,740.

i. Prepayment provisions: To be determined. j. Other provisions: To be determined.

3. Permanent Financing - Second Mortgage a. Not to Exceed Amount: $1,500,000. b. Lender: VHDA (SPARC Funds). c. Funds at closing. d. Recourse or Non recourse: Non recourse. e. Not tax-exempt bond financed. f. Term (years): 35. g. Amortization period (years): 35. h. Interest rate: 5.95%.

i. Fixed. ii. Annual payment: Not to exceed $102,030

i. Prepayment provisions: To be determined. j. Other provisions: To be determined.

L. Additional Financing.

1. Reserves Transferred - $500,000

M. Intentionally Deleted

N. Definitive Documents

All of the terms and conditions of the investment shall be set forth in definitive documents to be

negotiated by the parties including but not limited to an Amended and Restated Agreement of Limited Partnership and a Subscription Agreement, together with certain closing exhibits (including various Guaranty Agreements). Such documents shall be consistent with the terms and conditions set forth in this letter with such changes as the parties may agree are appropriate. Once executed, the definitive documents shall supersede this letter, which shall be of no further force or effect. RJTCF will begin preparation of the definitive documents upon the completion of our due diligence to our satisfaction, as determined in our sole discretion.

II. INTENTIONALLY DELETED

8

III. THE RJTCF FUND EXIT RIGHTS

The RJTCF Fund shall have the right to require the General Partners to acquire its interest after

the end of the compliance period for a price equal to the amount the RJTCF Fund would receive if the Partnership sold the Project at fair market value, paid its debts and distributed the remaining assets in accordance with the provisions relating to distribution of sales proceeds. If the General Partners fail to acquire the RJTCF Fund’s interest, then the RJTCF Fund shall have the right, without the concurrence of the General Partners, to order a sale of the Project.

IV. OTHER ASSUMPTIONS TO CLOSING

1. Prior to Closing, there shall have been no changes in tax laws or Treasury pronouncements, or changes in interpretations of existing tax issues that would materially and adversely affect this investment.

2. In the event an investment in the Partnership requires HUD Previous Participation Certification (HUD Form 2530), the ability of the RJTCF Fund and its investor members to request and obtain HUD 2530 approval in accordance with the electronic filing requirements promulgated by HUD.

3. RJTCF and the RJTCF Fund's review and approval in its sole discretion of all due diligence materials, including the construction and permanent loan commitments, proposed extended use agreement, real estate, plans and specifications, market study (including any additional market studies determined by the RJTCF Fund and the fund to be necessary - at RJTCF expense), basis for the Credits, operating budgets, construction and lease-up budgets, current financial statements of the General Partners, other guarantors and their affiliates, verification of background information to be provided by the General Partners and their affiliates, and references to be provided by the General Partners.

4. Satisfactory inspection of the property by RJTCF and the RJTCF Fund investors. 5. Approval by the Investment Committee of RJTCF and the RJTCF Fund investors of the

terms and conditions of the investment in their sole discretion based on then current market conditions.

6. Availability of investment funds. 7. The negotiation of definitive documents as described herein (and this Agreement shall

terminate if all such documents are not executed and delivered by the Closing date).

V. TERM

The initial term of this Agreement shall be for a period of seven months from the date of

this letter, with a closing (Closing Date) no later than November 30, 2009, providing that either party may terminate this Agreement by giving the other party at least 30 days written notice and both parties can agree in writing to an extension. If due diligence activities and negotiation of definitive documents continue beyond termination of this Agreement, the parties shall not be bound hereunder, but only to the extent provided in definitive documents or other written agreements that are actually executed and delivered. VI. EXCLUSIVITY

You acknowledge that RJTCF Fund will expend significant effort and expense, and may forego other investment opportunities, in connection with its best efforts to effect a Closing. You agree that you will not solicit or entertain any offers by other parties to acquire an equity interest in the Partnership

TAB V

(Nonprofit or LHA Purchase Option or Right of First Refusal)

TAB W

(Original Attorney’s Opinion)

TAB Y (Marketing Plan for units meeting accessibility

requirements of HUD section 504)

Tab Y Marketing Plan for Accessible Units

MARKETING PLAN FOR UNITS MEETING ACCESSIBILITY

REQUIREMENTS OF HUD SECTION 504

Westminister Oaks will create a brochure and an electronic apartment listing that include a list of the basic accessibility features of the units that meet the accessibility requirements of HUD Section 504 regulations (“504 units”). This brochure and listing will be available in alternative formats upon request, including large print, computer diskette, and audiotape. Once all accessibility renovations are completed, the brochure and listing will be distributed via mail and email to:

1. Access Virginia (Statewide accessible housing registry) http://www.accessva.org

2. Endependence Center of Northern Virginia (the local independent living center) 2300 Clarendon Blvd Suite 305 Arlington, VA 22201 (703) 525-3268 V (703) 525-3553 TTY (703) 525-3585 FAX

3. Coalition for Housing Opportunities In the Community for Everyone (703) 851-5257 V [email protected]

4. Disabled Action Committee [email protected]

5. Fairfax Area Disability Services Board 12011 Government Center Parkway Suite 708 Fairfax, VA 22035 (703) 324-5421 V (703) 449-1186 TTY (703) 449-8689 FAX

6. Fairfax-Falls Church Community Services Board 12011 Government Center Parkway Fairfax, VA 22035 (703) 324-7000 V (703) 802-3015 TTY (703) 324-7092 FAX

7. The Arc of Northern Virginia 98 North Washington Street


Falls Church, VA 22046 (703) 532-3214 V (703) 532 -3398 FAX

8. Easter Seals of Northern Virginia The Walter Reed Community Center 2909 16th Street Arlington, VA 22204 703-228-0964 V 703-228-0946 FAX

9. United Cerebral Palsy of Washington, DC & Northern Virginia 1818 New York Avenue, NE, #101 Washington, DC 20002 202-526-0146 202-529-5205 FAX

10. Spina Bifida Association of the National Capital Area P.O. Box 523415 Springfield, VA 22152-5415 (703) 455-4900 V

11. HOPWA Waiting List Contact: Michelle Simmons Northern Virginia Regional Commission 3060 Williams Drive, Suite 510 Fairfax VA 22031 (703) 642-0700 (703) 642-5077

12. Northern Virginia AIDS Ministry 803 W. Broad Street, Suite 700 Falls Church, VA 22046 Phone (703) 533-5505 Fax (703) 533-5506

13. Northern Virginia HIV Resources Project 3060 Williams Drive, Suite 510 Fairfax VA 22031 (703) 642-4627

14. SERAS (Hispanic AIDS Organization) 929 Broad St. Route 7, Suite 203 Falls Church, VA 22046 Phone (703) 533-9881 Fax (703) 533-9882


[email protected]

15. Wholistic Agape Family Ministries 2423 Mount Vernon Ave Alexandria, VA 22301

(703) 519-9129

After an additional week, if an eligible applicant does not emerge, the property manager will expand outreach efforts to broader governmental organizations and local rehabilitation hospitals, including: Fairfax County Department of Family Services Adult and Aging Services

12011 Government Center Parkway Suite Fairfax, VA 22035 (703) 324-7500 V (703) 449-1156 TTY Social Security Administration 6295 Edsall Road Alexandria, VA 22312 (703) 274-0145 V Virginia Department of Rehabilitative Services 11150 Fairfax Blvd # 300 Fairfax, VA 22030 (703) 934-7400 11150 Fairfax Blvd # 300 Fairfax, VA 22030 (703) 359-1124 V (703) 277-3500 FAX Virginia Department of the Blind and Visually Impaired Fairfax Regional Office (703) 359-1100 V Virginia Department of the Deaf and Hard of Hearing Suite 203 1602 Rolling Hills Drive Richmond, VA 23229-5012 1-800-552-7917 (Voice / TTY) [email protected] INOVA Mount Vernon Rehabilitation Center 2501 Parkers Ln, Alexandria (703) 664-7190 V


Woodrow Wilson Rehabilitation Center Department Name, Box W P O Box 1500 Fishersville, VA 22939-1500 (540) 332-7000 V (540) 332-7132 FAX

The property manager will be trained to use the Virginia Relay Service (dial 711 or 1-800-828-1140 V), to promote effective communication with prospective applicants with hearing or communication impairments. Likewise, the property manager will offer reasonable accommodations to prospective applicants during the application process, including but not limited to:

• reading the rental application to someone with a vision impairment or learning disability

• assisting a person with a cognitive disability in filling out an application • mailing an application to someone who does not have accessible

transportation • conducting a home visit if necessary (e.g., for individuals currently in nursing

homes)

The accessible units will be held vacant until eligible applicants are found who require some or all of the units’ accessibility features and the applicants sign a lease.

VHDA Locality Notification Information Form

Westminster Oaks / Springfield

PART I - INSTRUCTIONS:

New in 2009!

Locality Notification Information Form

If you already have a local support letter, you can include it with the application at TAB I. However, you must still complete this form and submit it to VHDA or the application for this development will be penalized 50 points!

Section 42 (m)(1)(A)(ii) of the Internal Revenue Code requires allocating agencies to notify "the Chief Executive Officer (CEO) or equivalent of the local jurisdiction within which the building is located and provide such individual a reasonable opportunity to comment on the development." VHDA uses information you provide in this form to comply with this requirement. If your development overlaps two or more jurisdictions, you are required to submit this form for each.

Although VHDA prepares the documents sent to each locality, we rely on you, the developer/Applicant, to provide us with key information, including the name of the locality having jurisdiction over the development, names, addresses and salutations, as well as a summary of basic development information.

In addition to contacting the Locality CEO, VHDA will also be contacting the Mayor or Chairman of the Board of Supervisors. It is probable that each position will have a separate mailing address.

50-Point Penalty:

Delivery of Electronic Copy of this form to VHDA:via e-mail to [email protected]. E-mail only one form at a time!

via regular mail (on CD) to:

VHDATax Credit Allocation Departmentc/o Debbie Griner601 S. Belvidere StreetRichmond, VA 23220-6500

VHDA Contact Information:Call Debbie Griner at 804-343-5518 if you have questions about completing this form.

For information about additional points associated with receiving a Support Letter from the local jurisdiction, please refer to the Application Manual.

Failure to complete and submit this form prior to 5:00 p.m. EST time on March 25, 2009 will result in a 50-point penalty (-50 points) for any application submitted in connection with the 2009 competitive tax credits.

Developers seeking tax-exempt bond 4% credits or Non-Competitive 9% credits, should submit this form at least 30 days prior to submission of the tax credit application.

If you use this e-mail option, you will receive an auto reply message confirming "message received." The system DOES NOT confirm that an attachment has been received.



PART II - CEO & JURISDICTION INFORMATIONPlease read INSTRUCTIONS above carefully before completing the following sections.

A. Chief Executive Officer (CEO) Information

Name of CEO:Anthony H. GriffinFirst Name Middle Initial Last Name

Job Title: County Executive

Local Jurisdiction: County of Fairfax

Mailing Address/P.O. Box: Government Center 12000 Government Center Parkway,

Suite/Room # (if applicable): 552City: FairfaxState: VAZip: 22035

Salutation: Mr.

e.g. "City Manager", "Town Manager", "County Administrator", "Executive Officer", "Chief Administrative Officer", etc.

e.g. "City of…", "Town of…" or "[ ] County"

This is the mailing address of the CEO and may not always be the same as the physical address of the courthouse, town hall, municipal building, city hall, etc. Please double check the address before entering.

This is the full name of the City Manager, Town Manager, County Administrator, Chief Administrative Officer, Executive Officer, etc.

e.g. "The Honorable", "Mr.", "Mrs.", "Ms.", "Rev.", etc.

This zip code must correspond to the P.O. Box or street address that you are using. Note: Zip codes for P.O. boxes are usually different from the zip codes for the street addresses.

B. Mayor or Chairman of the Board of Supervisors Information

Name:Sharon BulovaFirst Name Middle Initial Last Name

Job Title: Chairman, Board of Supervisors

Local Jurisdiction: County of FairfaxMailing Address/P.O. Box: Government Center 12000 Government Center Parkway,

Suite/Room # (if applicable): 530City: FairfaxState: VAZip: 22035

Salutation: Chairwoman

"Mayor" or "Chairman of the Board of Supervisors"

e.g. "The Honorable", "Mr.", "Mrs.", "Ms.", "Rev.", etc.

This is the street address for the Admnistrator. May be different from CEO address. Please double check the address before entering.

Be sure the zip code you pick up corresponds to the P.O. Box or street address that you are using. Note: Zip codes for P.O. boxes are usually different from the zip codes for the street addresses.



C. Jurisdiction Detail

Circuit Court Clerk's office in which the deed to the property is or will be recorded: County of FairfaxCity/County of

Does the site overlap one or more jurisdictional boundaries? Yes No If yes, add the names of the other jurisdiction(s) here:

City/County of City/County of

Development is located in a Metropolitan Statistical Area (MSA)? Yes NoDevelopment's Census Tract: 51059492400

Census Tract Number

Is this a Qualified Census Tract? Yes NoIs the development located in a Difficult Development Area? Yes NoIs the development located in a revitalization area? Yes No

Congressional District 11 http://dlsgis.state.va.us/congress/2001PDFs/chap7Tab.pdfPlanning District 8 http://www.vapdc.org/aboutpdcs.htm#PDC%20MapState Senate District 36 http://dlsgis.state.va.us/senate/2001PDFs/Chap2Tab.pdfState House District 42 http://dlsgis.state.va.us/House/2001HousePDFs/Chap1Tab.pdf

Local Planning/Zoning Contact Info:

Best Person to Contact: James P. Zook

Job Title: Director of Planning & Zoning

Contact Phone: (703) 222-1082

PART III - DEVELOPMENT INFORMATION

Proposed Development Name: Westminster Oaks

This is the person with whom you've previously spoken about the development and whom can answer anticipated questions from the CEO.

e.g., "Director of Planning", "Planning Administrator", "Zoning Administrator", etc.

This is the marketing name of your development

Proposed Development Address: 8227 Maple Leaf Court Springfield VA 22153Street Address City State Zip

VHDA Tax Credit Pool: Northern VA MSA

In the space below, give a brief description of the proposed development.

Development Type: (Family or Elderly) FamilyDescribe Architectural Style:Describe Exterior Finish:Describe Community Facilities:

1. Units:Number of low-income units 50 # bedrooms 120% Low-Income Units 100%Number of new units 0 # bedrooms 0Number of adaptive reuse units 0 # bedrooms 0Number of rehabilitation units 50 # bedrooms 120Total number of all units 50 Total # bedrooms 120

2. Floor Area:Gross Residential Floor Area 46,500Commercial Floor Area 0Low-Income Floor Area 46,500% Low-Income Unit Floor Area 100%

3. Number/Age of BuildingsNumber of Buildings 8Age of Building(s) 26 Number of stories: One & Two

4. Structural Features (check all that apply):Row House/Townhouse Garden Apartments Slab on GradeDetached Single-family Detached Two-family Basement Elevator Crawl Space

5. Building Systems:Describe Heating/AC System: Forced Air Electric Heating & Air Conditioning

Traditional Townhouses, One & Two StoryBrick veneer & cedar sidingNone, Maintainance Bldg.

Install new roofing, siding, windows, exterior doors; install new HVAC units, new HWHs, renovate kitchens, baths, install new appliances, including dishwashers; renovate maintainace bldg.



PART IV - OWNER & SELLER INFORMATION

A. Owner Information

Owner Name: SP Springfield LP Phone: 202-723-4351Best Person to Contact: Roberta UjakovichStreet Address: 2430 Estancia Boulevard, Suite 101City, State & Zip: Clearwater FL 33761

City State Zip

Type of entity: Limited Partnership Other:Individual(s) Corporation

Names Phone Type of Ownership % OwnershipSP Springfield GP Inc. 727-669-3660 General Partner .01%J. David Page 727-669-3660 Limited Partner until 99.99%

investor partner enters

6. If Any Person that Directly or Indirectly Controls or Has the Power to Control a Principal

1. If Partnership (owner or otherwise) - all GPs, regardless of % interest in GP

3. If a Corporation (public or private), Organization or Governmental Entity - officers who are directly responsible to the Board of Directors (or equivalent) and any stockholder having a 25% or more interest

2. If an LLC - all members regardless of % interest

4. If a Trust - all persons having a 25% or more beneficial ownership interest in the assets of the trust

5. If an Individual (owner or otherwise) - anyone having a 25% or more ownership interest of the named individual

List of Principals. Use the following as a guide to listing principals.

B. Seller Information:

Seller Name: Newington-Oxford Associates, c/o AIMCO Attn: John MajeskiSeller Phone: 703-243-9194Street Address: 23OO Clarendon Blvd. - Suite 200City, State & Zip: Arlington VA 22201

City State Zip

Is there an identity of interest between the seller and owner/applicant? Yes No If yes, completethe following:

Nature of Identity of Interest (1):e.g. general partner, managing member, controlling shareholder, etc.

NameStreet AddressCity, State & Zip:

City State Zip

Nature of Identity of Interest (2):e.g. general partner, managing member, controlling shareholder, etc.

NameStreet AddressCity, State & Zip:

City State Zip
