THIRDAMENDMENT TO PURCHASEAND SALE AGREEMENT

Exhibit 10.213

THIRD AMENDMENT TO

PURCHASE AND SALE AGREEMENT

This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is entered into this 26th day of February, 2015, by and between AH DURHAM APARTMENTS, LLC, a Virginia limited liability company (“Seller”), and TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company (“Purchaser”).

WITNESSETH:

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of December 1, 2014, as modified by the Agreement Establishing Inspection Period and Inspection Date between Seller and Purchaser dated as of January 7, 2015, as further modified First Amendment to Purchase and Sale Agreement between Seller and Purchaser dated as of February 20, 2015, and as further modified by the Second Amendment to Purchase and Sale Agreement between Seller and Purchaser dated as of February 24, 2015 (collectively, "Purchase Agreement") regarding certain property located at 501 Willard Street, Durham, North Carolina 27701 and commonly known as Whetstone Apartments, as more particularly described in the Purchase Agreement; and

WHEREAS, Seller and Purchaser wish to further modify the Purchase Agreement as set forth below.

NOW THEREFORE, for Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

1.           Defined Terms. Capitalized terms contained but not defined in this Amendment shall have the meaning ascribed to such terms in the Purchase Agreement.

2.           Purchase Price. All of the text in Section 1.4 of the Purchase Agreement is hereby deleted in its entirety and the following text inserted in lieu thereof:

“Seller is to sell and Purchaser is to purchase the Property for a purchase price of THIRTY-SIX MILLION SIX HUNDRED TWENTY-FIVE THOUSAND and NO/100 Dollars ($35,625,000.00) (the “Purchase Price”).”

3.           Expiration of Inspection Period; Non-Refundability of Earnest Money. Purchaser hereby waives any and all rights Purchaser may have to terminate the Purchase Agreement under Section 3.2 thereof, and specifically agrees and acknowledges that except if a Purchaser Permitted Termination Event occurs or Purchaser exercises its right to terminate the Purchase Agreement pursuant to Section 4 of this Amendment, (a) the Earnest Money has become non- refundable to Purchaser, and (b) Purchaser is bound to proceed to Closing and consummate the transaction contemplated under the Purchase Agreement.

4.           Parking Deck. Purchaser is presently evaluating the possibility of adding one (1) additional level to the existing parking deck (the “Parking Deck”) at the Property (said additional level, along with any modification to the existing parking deck required to add the additional level, collectively, the “Parking Deck Addition”). Prior to the expiration of the Parking Deck Feasibility Period (defined below), Purchaser shall have the right to conduct such tests, investigations, inspections and feasibility studies as Purchaser shall require in its sole discretion to evaluate the feasibility and cost of the Parking Deck Addition. In connection with Purchaser’s investigations, Purchaser Parties shall have the same rights to go upon the Property to conduct these tests and inspections, and Purchaser shall have all the same obligations and is subject to the same restrictions, including without limitation maintaining the same insurance coverages and providing the same indemnities, as are set forth in Section 3.1 of the Purchase Agreement. Purchaser shall have until 3:00 p.m., Eastern Time on March 4, 2015 (the period of time between the date of this Amendment and 3:00 p.m., Eastern Time on March 4, 2015 hereinafter referred to as the "Parking Deck Feasibility Period"), to determine whether constructing the Parking Deck Addition is feasible and the cost is acceptable to Purchaser. If Purchaser determines in its sole discretion that constructing the Parking Deck Addition is not feasible or the cost is not otherwise acceptable, then Purchaser shall have the right to terminate the Purchase Agreement by providing written notice to Seller on or before the expiration of the Parking Deck Feasibility Period. If Purchaser terminates the Purchase Agreement in accordance with this provision, then the Initial Earnest Money shall be refunded to Purchaser in accordance with Section 1.6 of the Purchase Agreement (the parties acknowledging that any such termination shall be a "Purchaser Permitted Termination Event"), and neither party shall have any further rights or obligations under the Purchase Agreement, except those indemnities, rights and obligations which by their express terms survive the termination of the Purchase Agreement. Notwithstanding anything contained in Section 1.6(a) of the Purchase Agreement or any other provision of the Purchase Agreement to the contrary, if Purchaser does not terminate the Purchase Agreement prior to the expiration of the Parking Deck Feasibility Period, then Purchaser will deposit with the Escrow Agent the Additional Earnest Money on or before March 7, 2015.

5.           Additional Work. Seller will perform certain additional work at the Property prior to Closing (in addition to the work anticipated by the Plans and Specifications), the scope of which is set forth in Exhibit “A” attached hereto and made a part hereof (collectively, “Additional Work”). Seller shall cause the Additional Work to be completed in compliance with Seller’s construction covenants in Section 5.4(m) of the Purchase Agreement on or before the Closing Date. For the avoidance of doubt, Seller's performance of the covenants set forth in this Section 5 shall constitute further conditions precedent to Purchaser’s obligation to close on its acquisition of the Property under Section 4.6 of the Purchase Agreement.

6.           Additional Inspections. As part of Purchaser’s rights under Section 5.4(m) of the Purchase Agreement, Purchaser at its sole cost shall have the right to obtain a compliance report ("Compliance Report") from a consultant regarding those portions of the Property which have not been assessed in the compliance reports obtained by Purchaser prior to the date of this Amendment (said portions of the Property to include, without limitation, the so-called "Phase II" portion of the Property).

7.           Designated Service Contracts. Pursuant to Section 5.4(l) of the Purchase Agreement, Purchaser has elected to assume all the Service Contracts listed on Schedule 5.1(l) attached to the Purchase Agreement. Seller acknowledges that this Section 7 constitutes sufficient and timely notice of Purchaser’s election under the Purchase Agreement, and the parties agree that the Service Contracts listed on Schedule 5.1(l) attached to the Purchase Agreement shall hereafter constitute the “Designated Service Contracts” under the Purchase Agreement.

8.           Seller’s Leasing Activities.

(a)           Free Rent Concessions. Notwithstanding any provision in the Purchase Agreement to the contrary, if the Purchaser does not terminate the Purchase Agreement prior to the expiration of the Parking Deck Feasibility Period, then at all times after the expiration of the Parking Deck Feasibility Period Seller shall (i) when negotiating leases with proposed new tenants at the Property, offer up to two (2) months’ free rent concession for each new lease (to be credited at the beginning of the lease term, and not amortized over the course of the lease) and(ii) provide, or shall cause Seller’s Leasing Agent to provide, weekly leasing updates to Purchaser, with such supporting information as Purchaser shall reasonably request. At Purchaser’s option at any time (but no more often than once weekly), Purchaser may direct Seller to reduce, discontinue or resume the offer of a two (2) month free rent concessions in Seller’s leasing negotiations; provided that at all times Seller will have the right to offer up to one (1) month free rent as provided in Section 5.4(b) of the Purchase Agreement.

(b)           Revision to Apartment Lease Form. If the Purchaser does not terminate the Purchase Agreement prior to the expiration of the Parking Deck Feasibility Period, then within five (5) days after the expiration of the Parking Deck Feasibility Period Seller shall submit to Purchaser a proposed revision to Seller’s standard form of apartment lease for the Property, providing that no individual unit shall be entitled to the use of more than one (1) parking space in the Parking Deck. Purchaser shall have the right to review and approve such revision in Purchaser’s reasonable discretion. Upon Purchaser’s written approval of the revised language, Seller shall use the revised form of lease for all new leases and Lease renewals at the Property.

9.           City of Durham Redevelopment Plan. The following text shall be inserted in Section 5.1 of the Purchase Agreement as new subsection (s) thereof:

“(s) Without limitation of subsection (f) hereof, Seller represents and warrants that it has obtained or will obtain all licenses, permits, consents and approvals required from the City of Durham, North Carolina for the construction of the Improvements, including, but not limited to, city approval of Seller’s plan for the redevelopment of the Property, and that, to the extent needed to construct the Improvements in compliance with all applicable laws, all previously obtained redevelopment plan approvals remain valid and in full force and effect.”

10.         Closing Date. The first sentence of Section 4.1 of the Agreement is amended by deleting the phrase “one hundred twenty (120)” and in lieu thereof, inserting the phrase “ninety (90)”. For avoidance of doubt, the Closing Date shall be no earlier than May 20, 2015.

11.         No Further Modification. In the event of any inconsistency between the Purchase Agreement and this Amendment, the terms of this Amendment shall control. Except as otherwise modified herein, all terms and conditions in the Purchase Agreement shall remain in full force and effect.

12.         Miscellaneous. This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which will constitute one and the same Amendment and may be delivered by facsimile or PDF via electronic mail in a legally binding manner. This Amendment shall be governed and construed in accordance with the laws of the State of North Carolina and shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. Time is of the essence with respect to the obligations of the parties set forth in this Amendment.

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IN WITNESS WHEREOF, this Amendment has been executed by the parties as of the date set forth in the preamble.

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Exhibit “A”

Scope of Additional Work

Please see attached.

    The island portion of the cabinets should be moved away from the cabinets which contain the range and fridge in order to provide the required 40” width. Seller to address. Item 10 on page 10 of ADA report.