Exhibit 10.24

SALE, PURCHASE AND ESCROW AGREEMENT

BETWEEN

SAF ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC

(Seller)

AND

BEHRINGER HARVARD MULTIFAMILY OP I LP

(Purchaser)

AND

PARTNERS TITLE COMPANY

(Escrow Agent)

TABLE OF CONTENTS

Table of Contents

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ii

EXHIBITS

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INDEX OF DEFINED TERMS

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v

SALE, PURCHASE AND ESCROW AGREEMENT

This Agreement, dated as of August 7, 2009 (the “Effective Date”), is made by and between SAF ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, a Delaware limited liability company (“Seller”), and Behringer Harvard Multifamily OP I LP, a Delaware limited partnership (“Purchaser”) and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and Partners Title Company (“Escrow Agent”), the consent of which appears at the end hereof.

ARTICLE I

PURCHASE AND SALE

1.1          Background.  Seller is the owner of a 308-unit apartment development commonly known as ▇▇▇▇▇▇▇▇’▇ Mill Apartments (the “Apartment Development”) located at 1 ▇▇▇▇▇▇▇▇’▇ Mill Blvd., Cherry Hill Township, Camden County, New Jersey.  Purchaser is willing to enter into a contract to buy the Apartment Development on the terms provided in this Agreement, and Seller has indicated that it is willing to enter into a contract to sell the Apartment Development to Purchaser on the terms provided herein.

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

(a)           to the extent owned by Seller, the land situated in Camden County, New Jersey, more particularly described in Exhibit A (the “Land”), together with: (i) the Apartment Development and other improvements situated on the Land and all other structures, fixtures, buildings, and improvements situated on the Land (such buildings, structures, fixtures, and improvements being herein called the “Improvements”); (ii) any and all rights, titles, powers, privileges, easements, licenses, rights-of-way and interests appurtenant to the Land and the Improvements; (iii) all rights, titles, powers, privileges, licenses, easements, rights-of-way, and interests, if any, of Seller, either at law or in equity, in possession or in expectancy, in and to any real estate lying in the streets, highways, roads, alleys, rights-of-way or sidewalks, open or proposed, in front of, above, over, under, through or adjoining the Land and in and to any strips or gores of real estate adjoining the Land; (iv) and all rights, titles, powers, privileges, interests, licenses, easements, and rights-of-way appurtenant or incident to any of the foregoing, including, without limitation, to the extent owned by Seller, all mineral, oil, gas and other hydrocarbon substances on and under and that may be produced from the Land, as well as all development rights, land use entitlements, air rights, water, water rights, riparian rights, and water stock relating to the Land (Land and Improvements being sometimes collectively herein referred to as the “Real Property”);

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

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

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

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

(e)           all right, title and interest of Seller in and to (i) all transferable permits, licenses, approvals, utility rights, development rights and similar rights related to the Property, if any, whether granted by governmental authorities or private persons, to the extent that such transferable permits, licenses, approvals, utility rights, development rights and similar rights are assignable without consent, (ii) all trademarks, trade names, or symbols under which the Land or the Improvements (or any part thereof) is operated including, without limitation, the name of “▇▇▇▇▇▇▇▇’▇ Mill” and the Internet URL and/or domain name ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and any website material belonging to the Property, including, but not limited to, the Property description and any floor plans, photographs and location maps, (iii) all telephone numbers serving the Apartment Development, (iv) all of the right, title, and interest in and to all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans and other plans or studies of any kind that relate to the Land, the Improvements or the Personal Property in the possession of or under the control of Seller, and (v) all assignable warranties and  guaranties covering all or any part of the Property provided by any person and expressly including any warranty or guaranty from an affiliate of Seller, if any, (collectively, the “Intangibles”), provided that any cost

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

(f)            all other rights, privileges and appurtenances owned by Seller directly relating to the above-described properties.

ARTICLE II

PURCHASE PRICE

2.1          Price.  In consideration of the covenants herein contained, Seller hereby agrees to sell and Purchaser hereby agrees to purchase the Property for a total purchase price of Forty Million Dollars ($40,000,000) (the “Purchase Price”), which shall be paid by Purchaser as follows:

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

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

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

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

(i)            obligations of the United States government, its agencies or independent departments;

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

(iii)          an interest-bearing account of a banking institution whose principal office is in New York City or Houston with assets in excess of $1 billion.

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No investment of the Deposit shall have a maturity date beyond the Final Closing Date (as defined in Section 6.1).

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

ARTICLE III

CONDITIONS TO THE PARTIES’ OBLIGATIONS

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

3.1.1       Performance by Seller.  Performance in all material respects of the obligations and covenants of, and deliveries required of, Seller hereunder.

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

3.1.3       Title Insurance.  Delivery at the Closing of the standard current form of American Land Title Association (ALTA Form B) owner’s policy of title insurance (the “Title Policy”), or an irrevocable commitment to issue the same, with liability in the amount of the Purchase Price issued by Partners Title Company as agent for Chicago Title Insurance Company (the “Title Company”), insuring that good and indefeasible fee title to the Real Property vests in Purchaser subject to the Permitted Exceptions (as defined in Section 5.3) and the standard printed exceptions.

(i)            Purchaser will procure a commitment for title insurance issued by the Title Company (the “Title Commitment, and all supporting encumbrance documents (the “Underlying Documents”).

(ii)           Purchaser will pay the base premium for the basic cost of the Title Policy as well as any additional title insurance endorsements, provided that the Title Company’s failure to issue any such additional endorsements shall not affect Purchaser’s obligations under this Agreement.

3.1.4       Seller’s Representations.  The representations and warranties by Seller set forth in Section 11.1 being true and correct in all material respects as of the Closing except as modified by notice (in accordance with Section 11.1) to which Purchaser does not object in writing by the later of (i) three business days after receipt thereof or (ii) the end of the Investigation Period.

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

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

3.2.2       Receipt of Purchase Price.  Receipt of the Purchase Price and any adjustments due Seller under Article VII at the Closing in the manner herein provided.

ARTICLE IV

PURCHASER’S DELIVERIES AND SELLER’S DELIVERIES TO ESCROW AGENT

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

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

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

4.1.3       Blanket Conveyance, ▇▇▇▇ of Sale and Assignment.  Four (4) executed counterparts of a Blanket Conveyance, ▇▇▇▇ of Sale, and Assignment (the “Blanket Conveyance”) in the form of Exhibit D.

4.1.4       Closing Statement.  An executed settlement statement reflecting the prorations and adjustments required under Article VII.

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

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

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

4.2.2       Assignment of Leases and Contracts.  Four (4) executed counterparts of the Assignment of Leases and Contracts in the form of Exhibit C, and (whether through the closing escrow or through such other method of delivery as the parties may establish) original executed Leases (or copies if originals are not in Seller’s possession) and the Service Contracts which are to be assumed hereunder pursuant to Section 5.6 hereof.

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4.2.3       Blanket Conveyance, ▇▇▇▇ of Sale and Assignment.  Four (4) executed counterparts of the Blanket Conveyance.

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

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

4.2.6       Closing Statement.  An executed settlement statement reflecting the prorations and adjustments required under Article VII.

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

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

4.3          Failure to Deliver.  The failure of Purchaser or Seller to make any delivery required above by and in accordance with this Article IV which is not waived by the other party shall constitute a default hereunder by Purchaser or Seller, as applicable.

ARTICLE V

INVESTIGATION OF PROPERTY

5.1          Survey.  Seller shall deliver, cause to be delivered, or make available to purchaser in accordance with Section 5.6 below and as one of the Due Diligence Materials (as defined therein), an existing survey of the Land and Improvements prepared by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (the “Existing Survey”).  Within the Title Review Period (hereinafter defined), Purchaser, using commercially reasonable efforts, and at its sole expense, shall cause to be delivered to Seller and Title Company a current plat of an “as-built” “update” of the Existing Survey in form acceptable to Purchaser (the “Survey”), and a field note description thereof, prepared and certified as to all matters shown thereon by a licensed professional engineer or surveyor acceptable to the Title Company and in such form and substance sufficient to permit deletion from the Title Policy of the survey exception except for “shortages in area”.

5.2          Intentionally Deleted.

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

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Purchaser, Seller shall reasonably cooperate with Purchaser to remedy such objection, but Seller shall not be obligated to pay any sum of money or to incur any obligation or liability to any third party as any inducement to remove an objection to title other than (i) the existing first lien mortgage documents in favor of The Travelers Insurance Company securing the existing loan dated December 6, 2004, in the original principal amount of $34,000.000, (ii) a voluntary lien against the Property recorded subsequent to the date of the Title Commitment and consented to by Seller, or (iii) any mechanic’s or materialman’s lien arising from work contracted for by Seller.  If Seller does not cure such objections or agree in writing to cure such objections within ten (10) days after receipt of Purchaser’s written objections (the “Title Cure Period”), Purchaser may, at its option, (i) waive such uncured objections and accept such title as Seller can deliver, or (ii) terminate this Agreement by notice in writing delivered to Seller within five (5) business days after the end of the Title Cure Period and receive back the Deposit.  In such event, if no termination notice is given under (ii) above, Purchaser shall be deemed to have waived such uncured objections and shall accept such title as Seller can deliver.  In the event of such termination, neither party shall have any further rights or obligations under this Agreement except for those that expressly survive the termination hereof.  In the event Purchaser fails to furnish Seller, on or before the end of the Title Review Period, either written notice that the Survey, the Title Report, and the Underlying Documents are satisfactory, or written notice of Purchaser objections to the Survey, the Title Report, and/or the Underlying Documents, Purchaser shall be deemed to have waived any objection to the Survey, Title Report, and the Underlying Documents and shall accept such title as Seller can deliver.  In any event, any title matters that Seller does not expressly agree in writing to cure by written notice to Purchaser or that Seller is not expressly obligated to cure as provided above and that the Title Company does not agree to remove shall be “Permitted Exceptions” and deemed waived by Purchaser if Purchaser does not elect to terminate this Agreement prior to the expiration of the Title Cure Period.  The term “Permitted Exceptions” shall mean: the specific exceptions in the Title Report that the Title Company has not agreed to remove from the Title Report as of the end of the Title Cure Period and that Seller is not required to remove as provided above; any other lien, encumbrance, easement or other exception or matter voluntarily imposed or consented to by Purchaser prior to or as of the Closing or matters created by, through or under Purchaser; items shown on the Survey which have not been removed as of the end of the Title Cure Period; real estate taxes not yet due and payable; rights of tenants under the Leases and any other leases executed in accordance with this Agreement after the date hereof, and the rights of tenants thereunder; rights of tenants or licensees under Service Contracts not terminated as of Closing; all exceptions (including printed exceptions) to title contained or disclosed in the Title Commitment other than Title Objections identified and not thereafter waived by Purchaser; and, all matters, rights and interests that would be discovered by an inspection or survey of the Property.

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

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(i) Purchaser must give Seller twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain Seller’s prior written consent (which consent may be given, withheld or conditioned in Seller’s sole discretion), (ii) prior to performing any inspection or test, Purchaser must deliver a certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and representatives have in place not less than $1,000,000 of comprehensive general liability insurance (including a contractual liability endorsement insuring Purchaser’s indemnity obligation under this Agreement) covering any accident or damage arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and BlackRock Realty Advisors, Inc. (“Advisor”) as additional insureds thereunder, issued by a licensed company qualified to do business in the State in which the Property is located, and (iii) all such tests shall be conducted by Purchaser in compliance with Purchaser’s responsibilities set forth in Section 5.9 below.  Purchaser shall bear the cost of all such inspections or tests.

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

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

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

5.5.3       Reports.  To the extent in Seller’s possession, copies of all environmental reports prepared by third parties.

5.5.4       Permits.  To the extent in Seller’s possession, copies of all governmental permits, certificates of occupancy and approvals, in each case regarding the Property.

5.5.5       Other.  Such additional customary documentation and instruments as Purchaser may reasonably request.

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

5.6          No Obligation to Cure.  Nothing contained in this Agreement or otherwise shall require Seller to render its title marketable or to remove or correct any exception or matter disapproved by Purchaser or to spend any money or incur any expense in order to do so except as set forth in Section 5.3 hereof.

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5.7          Inspection Period.  Purchaser shall have a period ending at 5 p.m. Central Standard Time on September 7, 2009 (“Inspection Period”) within which to review, examine, inspect, test and satisfy itself as to the condition of the Land, Improvements and Personal Property and the operational information relating thereto. In the event that such inspection indicates that the Property is not satisfactory to Purchaser, in Purchaser’s sole and absolute discretion, Purchaser may terminate this Agreement by notice in writing delivered to Seller prior to the expiration of the Inspection Period, in which event the Deposit will be returned to Purchaser, and neither party shall have any further right or obligation hereunder other than as set forth herein with respect to rights or obligations which survive termination.  If this Agreement is not terminated by written notice to Seller in the manner and within the time provided in this Section 5.7, Purchaser’s right to terminate this Agreement pursuant to this Section 5.7 and any and all objections with respect to the Inspection Period will be deemed to have been waived by Purchaser for all purposes.  Except as provided below, Seller shall cause all Service Contracts to be terminated effective as of or prior to the date of Closing, provided that (i) Seller shall have no obligation to assign or terminate, and Purchaser shall be obligated to assume, any Service Contracts which by their terms cannot be assigned or  terminated without penalty or payment of a fee and (ii) Seller shall not terminate any Service Contracts which Purchaser notifies Seller in writing prior to the expiration of the Inspection Period that it desires to assume.  At Closing Seller shall assign and Purchaser must assume the obligations arising from and after the Closing Date under those Service Contracts that Purchaser is obligated or desires to assume pursuant to this Section 5.7.

5.8          Right to Audit.  At Purchaser’s request, at any time before Closing or within three (3) years after Closing, and without material cost or expense to Seller, Seller shall provide to Purchaser’s designated independent auditor reasonable access to the books and records of the Property to the extent in Seller’s possession, and all related information in Seller’s possession regarding the period for which Purchaser is required to have the Property audited under the regulations of the Securities and Exchange Commission, Purchaser agrees to indemnify and hold harmless Seller from any claim, damage, loss, or liability to which Seller is at any time subjected by any person who is not a party to this Agreement as a result of Seller’s compliance with this paragraph, except to the extent any such claim, damage, loss or liability arises from Seller’s fraud or intentional misrepresentation, which indemnification shall survive the Closing or earlier termination of this Agreement.

5.9          Proprietary Documents; Confidentiality.  Purchaser acknowledges that the documents and information provided or made available to Purchaser pursuant to this Agreement, including without limitation the documents and information described in Sections 5.4 and 5.5 above (collectively, the “Property Documents”) are proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property.  Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence.  Purchaser shall not disclose the contents to any person other than to those persons who are responsible for determining the feasibility of Purchaser’s acquisition of the Property and its respective attorneys, partners, accountants, brokers, property management companies, third party consultants, lenders or investors who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”); provided, however, Purchaser shall disclose only such information to a particular Permitted Outside Party as is reasonably necessary for that Permitted Outside Party to perform

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its role in the acquisition of the Property, and nothing more. Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 5.9.  In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created.  Purchaser shall not at any time issue a press release or otherwise communicate with media representatives regarding this sale and purchase unless such release or communication occurs after the Closing, but in no event shall such press release or media communication include information regarding the Purchase Price.  However, the Parties acknowledge that under New Jersey law, the Purchase Price is required to be disclosed in the recorded Deed.  Prior to Closing, information in the Property Documents shall not be disclosed except (a) with the prior written consent of Seller (which consent may be withheld in Seller’s sole and absolute discretion), (b) to the extent that such document or information is or becomes publicly available other than the result of Purchaser’s breach of this Agreement, (c) to the Permitted Outside Parties, or (d) as may be necessary for Purchaser or Purchaser’s representatives to comply with applicable laws, including, without limitation governmental regulatory, disclosure (including SEC rules), tax and reporting requirements, to comply with other requirements of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Purchaser or Purchaser’s representatives, or to comply with regulatory or judicial processes.  Purchaser shall promptly deliver all Property Documents to Seller in the event that the  Closing does not occur.  This Section 5.9 shall survive the Closing or termination of this Agreement.

5.10        Purchaser’s Responsibilities.  In conducting any inspections, investigations or tests of the Property and/or Property Documents, Purchaser and its agents and representatives shall:  (i) not disturb the tenants or interfere with their use of the Property pursuant to their respective Leases; (ii) not interfere with the operation and maintenance of the Property; (iii) not damage any part of the Property or any personal property owned or held by any tenant or any third party; (iv) not injure or otherwise cause bodily harm to Seller or its agents, guests, invitees, contractors and employees or any tenants or their guests or invitees; (v) comply with all applicable laws; (vi) promptly pay when due the costs of all tests, investigations, and examinations done with regard to the Property; (vii) allow Seller to have a representative present during any such inspection or test; (viii) cooperate with any reasonable request by Seller in connection with the timing of any such inspection or test; (ix) provide Seller, upon Seller’s request, with a copy of any written inspection or test report or summary prepared by any third party; (x) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (xi) not reveal or disclose prior to Closing any information obtained during the Inspection Period concerning the Property and the Property Documents to anyone other than the Permitted Outside Parties, in accordance with the confidentiality standards set forth in Section 5.9 above, or except as may be otherwise required by law.  Purchaser agrees at its own expense to promptly repair or restore the Property, if any inspection or test requires or results in any damage to or alteration of the condition of the Property, and that the obligations set forth in this sentence shall survive the Closing or any termination of this Agreement.

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

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

ARTICLE VI

THE CLOSING

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

ARTICLE VII

PRORATION, FEES, COSTS AND ADJUSTMENTS

7.1          Prorations.  Prior to the Closing, Seller and Purchaser shall determine the amounts of the prorations in accordance with this Agreement within no less than two (2) days prior to Closing.  Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed.  Thereafter, Purchaser and Seller shall each inform Escrow Agent of such amounts.

7.1.1       Certain Items Prorated.  In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. the day prior to the Closing, all income and operating expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation:  (i) all real property and personal property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property and personal property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party);

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

7.1.2       Leasing Commissions.  At the Closing, Purchaser and Seller shall prorate, based on the portion of the term of the applicable Lease occurring before and after the Closing, all leasing commissions entered into after the end of the Investigation Period, any renewal or extension of an existing Lease after such date and any new lease referred to in Section 13.4.

7.1.3       Taxes.

(a)           Real property tax refunds and credits received after the Closing which are attributable to a fiscal tax year prior to the year of Closing shall belong to Seller.  Any such refunds and credits attributable to the fiscal tax year during which the Closing occurs shall be apportioned between Seller and Purchaser after deducting the reasonable out-of-pocket expenses of collection thereof.  This apportionment obligation shall survive the Closing.

(b)           If any tax appeal or certiorari proceedings shall not have been finally resolved or settled prior to the Closing and shall relate to the year 2008 or a prior year, Seller, at its sole cost and expense, shall be entitled to control the disposition of any such tax appeal or certiorari proceeding and shall be entitled to any refunds received therefrom.  With respect to the 2009 tax year, Purchaser shall be entitled to control any tax protest and any refunds received therefrom, net of any expenses incurred by Purchaser in connection therewith, shall be prorated between the parties on the basis of the portions accruing to periods before and after the Closing.

(c)           Payment of rollback taxes that are the result of the change of Purchaser’s use of the property after Closing that result in the assessment of additional taxes, penalties or interest (assessment) for periods before Closing shall be the responsibility of Purchaser

7.1.4       Security and Other Deposits.  At the Closing, Seller shall deliver to Purchaser all unapplied refundable security and pet deposits (plus interest accrued thereon to the extent required to be paid by the applicable Leases or applicable laws) required to be held by Seller under the Leases and Purchaser shall pay Seller an amount equal to all utility and contract deposits then held by third parties with respect to the Property and transferred to Purchaser hereunder.

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7.1.5       Adjustments.

(a)           With respect to delinquent rentals and any other rentals not collected as of the Closing (and thus not prorated as of Closing), Purchaser shall make a commercially reasonable and customary attempt to collect the same for Seller’s benefit after the Closing and such collection, if any, shall be remitted to Seller promptly upon receipt by Purchaser. Nothing contained herein shall operate to require Purchaser to institute any lawsuit or other legal collection procedure to collect such delinquent rentals. Purchaser and Seller agree that any sums received by Purchaser from any tenants after Closing shall be applied (i) first to rentals due for the month during which the Closing occurs (and said rentals shall be allocated between Seller and Purchaser as if same had been prorated at Closing, with the amount due Seller to be paid to Seller promptly upon receipt by Purchaser), (ii) second, to current rentals due after the month in which the Closing occurs, (iii) third, to delinquent rentals owed with respect to the period after the month in which the Closing occurs, and (iv) fourth, to delinquent rentals owed with respect to the period prior to Closing, regardless of the designation of such sums by the tenant. In addition to Purchaser’s agreement set forth above to pursue delinquent rents for the benefit of Seller, Seller shall have the right to pursue collection of delinquent rents, but Seller agrees that it will initiate no suit or legal proceeding to collect delinquent rents from a tenant so long as they remain a tenant of the Property.

(b)           Purchaser shall not receive a credit at the Closing for its prorated portion of any bonus or other up front payment previously made and received by Seller under or in connection with any Service Contract, including, without limitation, laundry room leases, security system, internet, satellite and cable TV leases or contracts entered into prior to Closing.

7.1.6       Insurance.  Seller’s existing liability and property insurance pertaining to the Property shall be canceled as of the Closing, and Seller shall receive any premium refund due thereon.

7.1.7       Survival.  The provisions of this Article VII shall survive the Closing of this transaction and the payment of any consideration and the delivery of all closing instruments.

7.2          Seller’s Closing Costs.  Seller shall pay (i)  one-half of Escrow Agent’s escrow fee or escrow termination charge, (ii) any documentary stamp or transfer tax, (iii) all brokerage fees, and (iv) Seller’s own attorneys’ fees.  In addition, Seller shall be responsible for any sales or use taxes imposed, if any, resulting from this transaction.

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

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

ARTICLE VIII

DISTRIBUTION OF FUNDS AND DOCUMENTS

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

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

8.3          Recorded Documents.  Escrow Agent shall cause the Deed and any other documents that Seller or Purchaser desires to record to be recorded with the appropriate county recorder and, after recording, returned to the grantee, beneficiary or person acquiring rights under said document or for whose benefit said document was required.

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

(1)           one conformed copy of the Deed showing all recording data;

(2)           two originals of the Assignment of Leases and Contracts;

(3)           two originals of the Blanket Conveyance;

(4)           one original of the Notice to Tenants;

(5)           two originals of the FIRPTA Affidavit;

(6)           one original of the Closing Statement;

(7)           one original of the Title Policy; and

(10)         one original of any Owner Affidavit.

8.5          Documents to Seller.  Escrow Agent shall at the Closing deliver by overnight express delivery to Seller, the following:

(1)           one conformed copy of the Deed showing all recording data;

(2)           two originals of the Assignment of Leases and Contracts;

(3)           two originals of the Blanket Conveyance;

(4)           one copy of the Notice to Tenants;

(5)           two originals of the FIRPTA Affidavit;

(6)           one original of the Closing Statement;

(7)           one copy of the Title Policy; and

(8)           one copy of any Owner Affidavit.

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

ARTICLE IX

RETURN OF DOCUMENTS AND FUNDS UPON TERMINATION

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

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

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

9.4          Disbursement of Deposit.  If Escrow Agent receives a notice from either party instructing Escrow Agent to deliver the Deposit to such party, Escrow Agent shall deliver a copy of the notice to the other party within three (3) days after receipt of the notice.  If the other party does not object to the delivery of the Deposit as set forth in the notice within three (3) business days after receipt of the copy of the notice, Escrow Agent shall, and is hereby authorized to, deliver the Deposit to the party requesting it pursuant to the notice.  Any objection hereunder shall be by notice setting forth the nature and grounds for the objection and shall be sent to Escrow Agent and to the party requesting the Deposit.

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

ARTICLE X

DEFAULT

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

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ACCEPTED AND AGREED TO:

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

ARTICLE XI

REPRESENTATIONS AND WARRANTIES

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

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contingent upon the lack of any material variance with respect to the truth and accuracy of all such representations and warranties to the extent of Seller’s actual knowledge as of the date scheduled for Closing.  Otherwise, Purchaser shall have the right to terminate this Agreement in accordance with Section 3.1.4 hereof.  As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual knowledge of Shariff ▇▇▇▇▇, the asset manager of Advisor responsible for the Property.  There shall be no duty imposed or implied to investigate, inquire, inspect, or audit any such matters, and there shall be no personal liability on the part of such asset manager.  To the extent Purchaser has or acquires actual knowledge or is deemed to know prior to the expiration of the Investigation Period that these representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Purchaser’s knowledge or deemed knowledge.  Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests, or reports disclosed or made available to Purchaser at the office of Seller’s property manager prior to the expiration of the Investigation Period contains information which is inconsistent with such representation or warranty.

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

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

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

11.1.4     Proceedings. Seller has not received any written notice of any pending or threatened condemnation or similar proceeding affecting any part of the Property.

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

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

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

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

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

11.1.9     Litigation.  To the extent of Seller’s actual knowledge, there is no legal action, suit, proceeding or claim affecting Seller or the Land, Improvements or Personal Property or any portion thereof relating to or arising out of the ownership, operation, use or occupancy of the Property being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality.

11.1.10  Special Assessments.  Seller has received no written notice of any pending improvement liens or special assessments to be made against the Property by any governmental authority.

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

11.1.12  No Contracts.  There are no options, contracts or other obligations outstanding for the sale, exchange or transfer of the Property or any portion thereof or the business operated thereon.

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

11.1.14  PATRIOT Act.

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

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requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”).  Further, Seller covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice.

(2)           Neither Seller nor any beneficial owner of Seller:

(a)           is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”);

(b)           is a person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or

(c)           is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

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

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

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

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

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

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

11.2.5     ERISA.  Purchaser represents, warrants and covenants that it is not using the assets of any (i) “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) “plan” (within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)) or (iii) entity whose underlying assets include “plan assets” by reason of a plan’s investment in such entity, to fund its purchase of the Property under this Agreement.

11.2.6     PATRIOT Act.

(1)           Purchaser is in compliance with the requirements of the Orders.  Further, Purchaser covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Seller for its review and inspection during normal business hours and upon reasonable prior notice.

(2)           Neither Purchaser nor any beneficial owner of Purchaser:

(a)           is listed on the Lists;

(b)           is a person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or

(c)           is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

11.2.7     PATRIOT Act Notice.  Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving

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

11.3        No Other Warranties and Representations.  Except as specifically set forth in this Article XI, neither Seller nor Advisor has made, makes or has authorized anyone to make, any warranty or representation as to the Leases, the Service Contracts, any written materials delivered to Purchaser, the persons preparing such materials, the truth, accuracy or completeness of such materials, the present or future physical condition, development potential, zoning, building or land use law or compliance therewith, the operation, income generated by, or any other matter or thing affecting or relating to the Property or any matter or thing pertaining to this Agreement.  Purchaser expressly acknowledges that no such warranty or representation has been made and that Purchaser is not relying on any warranty or representation whatsoever other than as is expressly set forth in this Article XI.  Purchaser shall accept the Property “as is” and in its condition on the date of Closing subject only to the express provisions of this Agreement and hereby acknowledges and agrees that EXCEPT AS SET FORTH IN SECTION 11.1 OF THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO, THE PROPERTY.

11.3.1     No Environmental Representations.  Except as set forth in Section 11.1.13 hereof, Seller makes no representations or warranties as to whether the Property contains asbestos, radon or any hazardous materials or harmful or toxic substances, or pertaining to the extent, location or nature of same, if any.  Further, to the extent that Seller has provided to Purchaser information from any inspection, engineering or environmental reports concerning asbestos, radon or any hazardous materials or harmful or toxic substances, Seller makes no representations or warranties with respect to the accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports.

11.3.2     Release of Claims.  Subject to the express provisions hereof and except for the representations and warranties under Sections 11.1.13 hereof, Purchaser acknowledges and agrees that Seller makes no representation or warranty as to, and Purchaser, for itself, its successors and assigns, hereby waives and releases Seller from any present or future claims, at law or in equity, whether known or unknown, foreseeable or otherwise, arising from or relating to the presence or alleged presence of asbestos, radon or any hazardous materials or harmful or toxic substances in, on, under or about the Property, including without limitation any claims under or on account of (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes, and any regulations promulgated thereunder, (ii) any other federal, state or local law, ordinance, rule or regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to, environmental matters of any kind, (iii) this Agreement, or (iv) the

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

This Section 11.3.2 shall survive the Closing forever.

ARTICLE XII

CASUALTY AND CONDEMNATION

Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage or destruction of the Property occurring prior to the Closing.  If prior to the Closing any portion of the Property is condemned such that there is a material and adverse effect on use of the Property, or is materially damaged or destroyed by an insured casualty, Purchaser shall have the option of either (i) applying the proceeds of any condemnation award or payment under any insurance policies (other than business interruption or rental loss insurance applicable to the period prior to Closing) toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy and receiving an assignment from Seller of Seller’s right, title and interest in any such awards or payments not theretofore received by Seller (including business interruption or rental loss insurance of Seller which would be applicable to any period subsequent to Closing), or (ii) terminating this Agreement by delivering written notice of such termination to Seller and Escrow Agent within ten (10) days after Purchaser has received written notice from Seller of such condemnation or material damage or destruction.  If, prior to the Closing, a portion of the Property is damaged or destroyed and such portion is not a material portion of the Property, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies shall be applied toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Purchaser all of Seller’s right, title and interest in any unpaid awards or payments.  With respect to option (i) described above and the preceding sentence as it relates to the requirement of Seller to assign to Purchaser the right to receive insurance awards and payments to be due Seller, Seller agrees that in the event that Seller’s insurance carrier(s) do not permit assignment thereof Seller agrees to request from the insurance carrier(s) a “policy endorsement” whereby Purchaser shall be added as a “loss payee” under the Purchaser’s policies effective as of the Closing Date.  For purposes of this Article XII, in defining a casualty, the terms “Material” and “Materially” shall mean damage valued at greater than $1,000,000.  If the damage or destruction arises out of an uninsured risk, Seller shall elect, by written notice within ten (10) days of the occurrence of such damage or destruction either to terminate this Agreement or to close the transaction contemplated hereby with a reduction of the Purchase Price equal to the costs of repairing the Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to Purchaser.

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ARTICLE XIII

CONDUCT PRIOR TO CLOSING

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

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

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

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

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

13.1.5      Seller will not knowingly take any action, which action would have the effect of materially violating any of the Representations and Warranties of Seller set forth in Section 11.1 of the Agreement.

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

13.1.7      Intentionally Omitted

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

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

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

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

13.2        Actions Prohibited.  Seller shall not, without the prior written approval of Purchaser:

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

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

(iii)          change or attempt to change, directly or indirectly, the current zoning of the Real Property in a manner materially adverse to it; or

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

13.3        Modification of Existing Leases and Service Contracts.  Prior to the expiration of the Investigation Period, Seller may cancel, amend and modify any of the Leases and any of the Contracts, provided such action is in the ordinary course of business and notice is given to Purchaser within five (5) business days after such action and in any event at least two (2) business days prior to the expiration of the Investigation Period.  After the expiration of the Investigation Period, Seller may not cancel, amend, or modify any material Service Contracts (except those Purchaser has elected to terminate under Section 5.6) or Leases, in a manner binding upon Purchaser after the Closing, unless such action is in the ordinary course of business, the Service Contract is cancelable on thirty (30) days or less notice without penalty or premium, and unless Seller obtains prior written consent thereof from Purchaser, which consent shall not be unreasonably withheld.

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13.4        New Leases and Contracts.  Prior to the expiration of the Investigation Period (and up and until the Closing Date with respect to new leases), Seller may enter into any new lease or service contract affecting the Property, or any part thereof, provided such new lease is in conformity with Seller’s Lease Guidelines or otherwise consented to in writing by Purchaser and, with respect to service contracts, notice is given to Purchaser within five (5) business days after such action and in any event at least two (2) business days prior to the expiration of the Investigation Period and the service contract is cancelable on thirty (30) days notice, or less without penalty or premium.  After the expiration of the Investigation Period, Seller may not enter into any service contract without Purchaser’s consent, which consent will not be unreasonably withheld or delayed.  Notwithstanding the preceding sentence, after the expiration of the Investigation Period, Seller may enter into any new service contracts without Purchaser’s consent if doing so is in the ordinary course of operating the Property and the contract (i) will not be binding on Purchaser after Closing unless Purchaser elects prior to Closing to assume such service contract or (ii) is cancelable on thirty (30) days or less notice without penalty or premium.

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

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

ARTICLE XIV

NOTICES

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

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If to Purchaser, to:

Behringer Harvard Multifamily OP I LP

Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C.

Attn:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

If to Seller, to:

SAF ▇▇▇▇▇▇▇▇▇ Mill LLC

c/o BlackRock Realty Advisors, Inc.

▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇▇▇ ▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Managing Director

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

c/o BlackRock Realty Advisors, Inc.

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,

▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

and

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention:  ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

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If to Escrow Agent, to:

Partners Title Company

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention:  ▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive VP/General Counsel

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

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

ARTICLE XV

TRANSFER OF POSSESSION

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

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

ARTICLE XVI

GENERAL PROVISIONS

16.1        Captions.  Captions in this Agreement are inserted for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or any of the terms hereof.

16.2        Exhibits.  All exhibits referred to herein and attached hereto are a part hereof.

16.3        Entire Agreement.  This Agreement contains the entire agreement between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein.

16.4        Modification.  No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought.

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

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

16.6        Governing Law.  This Agreement shall be construed and enforced in accordance with the laws of the State in which the Property is located.

16.7        Time of Essence.  Time is of the essence to this Agreement and to all dates and time periods set forth herein.

16.8        Survival of Warranties.  Only those warranties and representations contained in Sections 11.1 and 11.2 and the provisions of Section 11.3 shall survive the Closing, the delivery of the Deed and the payment of the Purchase Price, provided that (i) such representations and warranties (but not such provisions) shall cease and terminate nine (9) months after the date of Closing, except in respect of any representation or warranty as to which Purchaser or Seller, as the case may be, shall have commenced, on or before such nine (9) month anniversary, a legal proceeding based on the breach thereof as of the date of Closing, and then only for so long as such proceeding shall continue and limited to the breach therein claimed, (ii) Seller shall have no liability to Purchaser with respect thereto unless and until the damages suffered by Purchaser as a result thereof shall equal or exceed $25,000 in the aggregate, and (iii) the maximum total liability for which Seller shall be responsible with respect to all representations and warranties shall not exceed the Maximum Liability Cap in the aggregate.  Unless otherwise expressly herein stated to survive, all other representations, covenants, indemnities, conditions and agreements contained herein shall merge into and be superseded by the various documents executed and delivered at Closing and shall not survive the Closing.  Seller shall have no liability to Purchaser after Closing for any matter disclosed by Seller pursuant to the terms of this Agreement or disclosed to Purchaser prior to Closing.

16.9        Assignment by Purchaser.  Purchaser may not assign its rights under this Agreement.  Notwithstanding the foregoing, Purchaser may upon written notice to Seller assign its rights under this Agreement to (a) any affiliate or direct or indirect subsidiary of Purchaser, or (b) any entity in which Purchaser, or the principals thereof, have control as defined herein, provided that in each instance’ Purchaser remains liable for Purchasers obligations hereunder.  For purposes of this Section 16.9, an “affiliate” means (i) any entity that controls, is controlled by, or is under common control, with the entity in question, or (ii) any investment program or any of its affiliates, or direct or indirect subsidiaries, sponsored by Behringer Harvard Holdings, LLC.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or otherwise

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

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or otherwise unenforceable shall in no way affect the validity or enforceability of any other term, covenant, condition, provision or agreement herein contained.

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

16.12      Interpretation.  Seller and Purchaser acknowledge each to the other that both they and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

16.13      Counterparts.  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original; such counterparts shall together constitute but one agreement.

16.14      Recordation.  This Agreement may not be recorded and any attempt to do so shall be of no effect whatsoever.

16.15      Limitation on Liability.  In any action brought to enforce the obligations of Seller under this Agreement or any other document delivered in connection herewith, the judgment or decree shall be subject to the provisions of Section 16.8 and shall, otherwise in any event, be enforceable against Seller only up to an amount not to exceed 2.5% of the Purchase Price (“Maximum Liability Cap”).  In connection with this Agreement, Advisor is acting as the investment adviser to Seller and shall not have any individual liability hereunder.  No shareholder, officer, employee or agent of or consultant to Advisor or of or to Seller shall be held to any personal liability hereunder, and no resort shall be had to their property or assets, or the property or assets of Advisor for the satisfaction of any claims hereunder or in connection with the affairs of Advisor.  Furthermore, Seller’s liability under this Agreement is explicitly limited to Seller’s interest in the Property, including any proceeds thereof.  Purchaser shall have no recourse against any other property or assets of Seller, if any, any assets of Advisor, or to any of the past, present or future, direct or indirect, shareholders, partners, members, managers, principals, directors, officers, agents, incorporators, affiliates or representatives of Seller or the Advisor (collectively, “Seller Parties”) or of any of the assets or property of any of the Seller Parties for the payment or collection of any amount, judgment, judicial process, arbitral award, fee or cost or for any other obligation or claim arising out of or based upon this Agreement and requiring the payment of money by Seller.  Except as otherwise expressly set forth in this Agreement, neither Seller nor any Seller Party shall be subject to levy, lien, execution, attachment or other enforcement procedure for the satisfaction of any of Purchaser’s rights or remedies under or with respect to this Agreement, at law, in equity or otherwise.  Purchaser shall not seek enforcement of any judgment, award, right or remedy against any property or asset of Seller or any Seller Parties other than Seller’s interest in the Property or any proceeds thereof.  The provisions of this Section shall survive the termination of this Agreement.

16.16      Possession of Advisor.  As used in this Agreement, the “possession” or “receipt” of a document, notice or similar writing by Seller shall be deemed to be only the possession, receipt or notice of such document by Advisor.

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

16.18      Waiver of Jury Trial.  PURCHASER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BY PURCHASER AT CLOSING, AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.  Each party hereby authorizes and empowers the other to file this Section 16.18 and this Agreement with the clerk or judge of any court of competent jurisdiction as a written consent to waiver of jury trial.

ARTICLE XVII

ESCROW AGENT DUTIES AND DISPUTES

17.1        Other Duties of Escrow Agent.  Escrow Agent shall not be bound in any way by any other agreement or contract between Seller and Purchaser, whether or not Escrow Agent has knowledge thereof.  Escrow Agent’s only duties and responsibilities with respect to the Deposit shall be to hold the Deposit and other documents delivered to it as agent and to dispose of the Deposit and such documents in accordance with the terms of this Agreement.  Without limiting the generality of the foregoing, Escrow Agent shall have no responsibility to protect the Deposit and shall not be responsible for any failure to demand, collect or enforce any obligation with respect to the Deposit or for any diminution in value of the Deposit from any cause, other than Escrow Agent’s gross negligence or willful misconduct.  In the event of any dispute hereunder, Escrow Agent may, at the expense of Seller and Purchaser, consult with counsel and accountants in connection with its duties under this Agreement.  Escrow Agent shall not be liable to the parties hereto for any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel and accountants.  Escrow Agent shall not be obligated to take any action hereunder that may, in its reasonable judgment, result in any liability to it unless Escrow Agent shall have been furnished with reasonable indemnity satisfactory in amount, form and substance to Escrow Agent.

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

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

17.3        Reports.  Escrow Agent shall be responsible for the timely filing of any reports or returns required pursuant to the provisions of Section 6045(e) of the Internal Revenue Code of 1986 (and any similar reports or returns required under any state or local laws) in connection with the closing of the transaction contemplated by this Agreement.

[Remainder of Page Intentionally Left Blank]

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

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CONSENT AND AGREEMENT OF ESCROW AGENT

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

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