NC0023299_Owner (Name Change)_20090625

• AVA
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins Dee Freeman
Governor Director Secretary
June 25, 2009
DIMITRIS RENTZIOS
VP OF UTILITIES AND ANCILLARY SERVICES
ARCML06 LLC A/K/A WOODLAKE MHC
4643 SOUTH ULSTER STREET
SUITE 400
DENVER CO 80237
Subject: NPDES Permit Modification- Name and/or
Ownership Change
Permit Number NC0023299
Woodlake MHC WWTP
Guilford County
Dear Mr. Rentzios:
Division personnel have reviewed and approved your request to transfer ownership of the subject permit, received
on June 22, 2009. This permit modification documents the change of ownership.
Please find enclosed the revised permit. All other terms and conditions contained in the original permit remain
unchanged and in full effect. This permit modification is issued under the requirements of North Carolina General
Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection
Agency.
If you have any questions concerning this permit modification, please contact the Point Source Branch at (919)
807-6304.
Sincerely,
7Coleen H. Sullins
cc: Central Files
Winston-Salem Regional Office, Surface Water Protection
NPDES Unit File NC0023299
Patrick Waite, Helix Funds, 2 N. Riverside Plaza, Suite 1400, Chicago, IL 60606
Community Manager, Woodlake, 5418 Country Club Road, Greensboro, NC 27406
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location: 512 N. Salisbury St Raleigh, North Carolina 27604
Phone: [phone] FAX: [phone] Customer Service: 1-877-623-6748
Internet: www.ncwaterquality.org
An Equal Opportunity 1 Affirmative Action Employer
NorthCarolina
Naturally

Permit NC0023299
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provisions of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
ARCML06 LLC A/K/A WOODLAKE MHC
is hereby authorized to discharge wastewater from a facility located at the.
Woodlake MHC WWTP
5418 Country Club Road
Guilford County
to receiving waters designated as an unnamed tributary to Polecat Creek in subbasin 03-
06-09 of the Cape Fear River Basin in accordance with effluent limits, monitoring.
requirements, and other conditions set forth in Parts I, II, III and IV -hereof.
This permitshall become effective June 25, 2009.
This permit and authorization to discharge shall expire at midnight on September 30, 2011.
Signed this day June 25, 2009.
en H. Sullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission

Permit NC0023299
SUPPLEMENT TO PERMIT COVER SHEET
All previous NPDES permits issued to _this facility, whether for operation or discharge are hereby revoked.
As of this permit issuance, any previously issued 'permit bearing this number is no longer effective.
Therefore, the exclusive authority to operate and discharge from this `facility arises under the permit
conditions, requirements, terms, and provisions included herein.
ARCML06 LLC A/K/A WOODLAKE MHC
is hereby authorized to:
1. Continue to operate an existing 0.07 MGD wastewater treatment facility
with the following components:
• Influent pump station
• Barscreen
• Aeration tanks
• Clarification tanks
• Aerated sludge holding tank
• Tablet chlorine disinfection
• Tablet dechlorination
This facility is located at 5418 Country Club Road south of Greensboro at
the Woodlake MHC WWTP in Guilford County.
2. Discharge from said treatment works at the location specified on the
attached map into an unnamed tributary to Polecat Creek, classified WS-
III waters in subbasin 03-06-09 of the Cape Fear River Basin.

Latitude: 35°58'12"
Longitude: 79°47'43"
Quad # D19NE (Pleasant Garden)
Stream Class: WS-III
Subbasin: 03-06-09
Receiving Stream: UT Polecat Creek
ARCML06 LLC a/k/a
Woodlake MHC
Woodlake MHC WWTP

Permit NC0023299
A. (1.) EFFLUENT LIMITS AND MONITORING REQUIREMENTS
During the period beginning on December 6, 2007, and lasting until September 30, 2011, the permittee is
authorized to discharge treated wastewater from outfall 001. Such discharges shall be limited and monitored by
thepermittee as specified below:
PARAMETER ;;
Parameter Description - PCS Code " ` :
' EFFLUENT LIMITS
t
:' MONITORING REQUIREMENTS
Monthly
Average
Daily
Maximum
Unit of ,:
Measure
Measurement
Frequency
Sample :
'' Type:'-
Sample
'. Location1
Flow, in conduit or thru treatment plant - 50050
0.07
MGD
Continuous
Recorder
Influent or
Effluent
BOD, 5-Day (20 Deg. C) - 00310 - Summer
5.0 .
7.5
mg/L
Weekly
Composite
Effluent
BOD, 5-Day (20 Deg. C) - 00310 - Winter
10.0
15.0
mg/L
Weekly
Composite
Effluent
Total Suspended Solids- 00530.
30.0
45.0
mg/L
Weekly
Composite
Effluent
Ammonia Nitrogen, Total (as N) - 00610 - Winter
4.0
20.0
mg/L
Weekly
Composite
- Effluent
Ammonia Nitrogen, Total (as N) - 00610 - Summer
2.0
10.0
mg/L
Weekly
Composite
Effluent
Fecal Coliform MF, M-FC Broth,44.5C - 31616
(geometric mean)
200
400
#/100m1
Weekly
Grab
Effluent
Total Residual Chlorine (TRC)2 - 50060
mg/L
2 / week
Grab
Effluent
Total Residual Chlorine (TRC)2 - 50060
17
pg/L
2 / week
Grab
Effluent
Temperature, Water Deg. Centigrade - 00010
deg. C
Weekly
Grab
Effluent
Dissolved Oxygen - 00300 -
Daily average > 6 0 mg/L
Weekly
Grab
Effluent
Total Phosphorus (as P) - 00665
mg/L
Quarterly
Composite
Effluent
Total Nitrogen (as N) - 00600 -
mg/L
Quarterly
Composite
Effluent
pH - 00400
> 6.0 and < 9.0 standard units
Weekly
Grab
Effluent
Temperature, Water Deg. Centigrade - 00010
deg. C
Weekly
Grab
U & D
Dissolved Oxygen- 00300
mg/L
Weekly
Grab
U & D
Winter: November 1 - March 31"
Summer: April 1 - October 31
Footnotes:
1. U: at least 50 feet upstream from the outfall. D: at least 100 feet downstream from the outfall.
2. TRC limit takes effect on April 1, 2008. Until the limit becomes effective, the permittee shall monitor
TRC (with no effluent limit).
There shall be no discharge of floating solids or visible foam in other than trace amounts.
A. (2.) PERMIT RE -OPENER: SUPPLEMENTARY MONITORING
The Division may, upon written notification to the permittee, require additional effluent
monitoring that it deems necessaryto support its water quality protection and restoration efforts
in the receiving stream.

I.
Beverly Eaves Perdue, Govemor
Dee Freeman, Secretary
North Carolina Department of Environment and Natural Resources
Coleen H. Sullins, Director
Division of Water Quality
SURFACE WATER PROTECTION SECTION
PERMIT NAaME/OWNERSHIP CHANGE FOR'VI
Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N
C
0
0
2
3
2
9
9
II. Permit status prior to status change.
a. Permit issued to (company name):
b. Person legally responsible for permit:
RECEIVED
JUN 2 2 2009
DENR - WATER QUALITY
POI NT. SO i addres��s NG " 5418 CountryClub Road
d. Facility
N
G
5
Affordable Residential Communities
Mary French
First MI Last
Vice President Of Tax
Title
4643 South Ulster Street, Suite 400
Permit Holder Mailing Address
Denver
CO 80237
City
State Zip
[phone] [phone]
Phone Fax
Woodlake WWTP
Greensboro
Address
NC 27406
City State
e. Facility contact person: Community Manager
First / MI / Last
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: ® Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain:
Zip
[phone]
Phone
b. Permit issued to (company name):
c. Person legally responsible for permit:
ARCML06 LLC a/k/a/ Woodlake MHC
Dimitris Rentzios
First MI J act
Vice President Of Utilities And Ancillary Services
Title
4643 South Ulster Street, Suite 400
Permit Holder Mailing Address
Denver CO
80237
City State
Zip
[phone] [e-mail]
Phone E-mail Address
d. Facility name (discharge): Woodlake MHC WWTP
e. Facility address: 5418 Country Club Road
f. Facility contact person:
Address
Greensboro NC 27406
City State Zip
Community Manager
First MI
Last
Revised 1/2009
[phone] [e-mail]
Phone E-mail Address

• t. - ' PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
}.,t7YYLAT-i;
W. Permit contact information (if different from the person legally responsible for the permit)
Permit contact:
V.
VI.
F�RECEIVED
Mailing t *dregs 2 2009
City State Zip
( ) DENR - WATER QUALITY
Phone E-mail Address
Will the permitted facility continue to conduct the same laatii1SGURCknargANCiliA
to this ownership or name change?
® Yes
❑ No (please explain)
Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, Mary French, attest that this application for a name/ownership change has been reviewed and is accurate
and complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
APPLICANT CERTIFICATION
I, Dimitris Rentzios, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
ckage will be returnas incomplete.
4
•
re
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 1/2009

EXECUTION COPY
BILL- OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bill of Sale, Assignment and Assumption Agreement (this
"Agreement") dated as of July 31, 2007, is entered into by and between Affordable
Residential Communities Inc., a Maryland corporation ("ARC"), Affordable Residential
Communities LP, a Delaware limited partnership ("ARC LP"), ARC TRS, Inc., a
Delaware -corporation ("ARC TRS"), ARC/DAM Management, Inc., a Delaware
corporation ("ARC/DAM", and together with ARC, ARC. LP and ARC TRS, the
"Sellers") and ARC Real Estate Holdings, LLC (the "Buyer").
WITNESSETH:
WHEREAS, this Agreement is being entered into in connection with the
transactions contemplated by the Transaction Agreement, dated as of April 17, 2007 (the
"Transaction Agreement"), by and among the Assignors and the other sellers party
thereto and American Residential Communities LLC (formerly named American
Riverside Communities LLC), and capitalized terms used in this Agreement, but not
defined herein, shall have the -meanings given to such terms in the Transaction -
Agreement; and
WHEREAS, pursuant to the Transaction Agreement and on the terms and
conditions set forth herein, the Buyer desires to purchase all Acquired Assets and assume
all Assumed Liabilities of the Sellers, and the Sellers desire to sell their Acquired Assets
to the Buyer;
•
•
NOW THEREFORE, inconsiderationof the foregoing and the mutual
premises, covenants and warranties made in this Agreement and of the mutual benefits to
be derived therefrom, the parties hereto agree as follows:
• SECTION 1. Sale and Assignment of Acquired Assets. In accondance
with -and subject to the terms and conditions of this Agreement and the Transaction
Agreement; each Seller does hereby sell, assign, transfer, convey and deliver, and the
Buyer does hereby purchase, acquire and accept from such Seller, all of such. Seller's
right, title and interest to the Acquired Assets, free and clear of any and all Liens except
for Permitted Liens. ..-. =
SECTION 2. Assumption of Assumed Liabilities. In accordance with
and subject to the terms and conditions of this Agreement and the Transaction -
Agreement, the Buyer does hereby assume and accept from each Seller the Assumed
Liabilities of such Seller.
Doc #:US t 50243345

SECTION 6. Further Assurances. Each of the parties to this Agreement
agrees that, from time to time before and after the Closing Date, it will execute and
deliver, or use reasonable best efforts to cause its Affiliates to execute and deliver such
further instruments and documents and take, or cause its Affiliates to take, such further
action as may reasonably be necessary to carry out the purposes and intents of this
Agreement.
SECTION 7. Effect of Agreement. Nothing in this Agreement shall, or
shall be deemed to, modify or otherwise affect any provisions of the Transaction
Agreement or affect or modify any of the rights or obligations of the parties under the
Transaction Agreement. In the event of any conflict between the provisions hereof and
the provisions of the Transaction Agreement, the provisions of the Transaction
Agreement shall govern and control. This Agreement shall be binding upon each Seller
effective immediately upon its execution by the parties hereto.
SECTION 8. Descriptive Headings. The descriptive headings herein are
inserted for convenience only and are not intended to be. part of or to affect the meaning
or interpretation of this Agreement.
SECTION 9. Severability. Any term or provision of this Agreement that
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction or other authority
declares that any term or provision hereof is invalid, void or unenforceable; the parties
agree that the court making such determination, to the greatest extent legally permissible,
shall have the power to reduce the scope, duration, area or applicability of the term or
provision, to delete specific words or phrases, or to replace any invalid, void or
unenforceable term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable term or
provision.
SECTION 10. Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given only if (a) delivered personally, (b)
mailed by certified or registered mail with postage prepaid, (c) sent by next -day or
. overnight mail or delivery, or (d) sent by fax or telegram, as follows:
(a) if to the Sellers,
c/o Affordable Residential Communities Inc.
7887 E. Belleview Avenue, Suite 200
Doc H:US15024334.5 3

Englewood, Colorado 8011.1
Fax: [phone]
Attention: Larry D. Willard
Scott L. Gesell
-
with -a copy to:
Skadden, Arps, Slate, .Meagher & Flom LLP
Four Times Square -
New York, New York 10036
-Fax: [phone]`144
Attention: Fred B. White, III
(b) if to the Buyer,
c/o FarallonCapitalManagement, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
Fax: [phone]
Attention: Richard Fried -
with a copy to:
Paul; Weiss, Rifkind,- Wharton -& Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Fax: [phone]
Attention: Robert B. Schumer
Jeffrey D. Marell
or, in each case, at such other address as may be specified in writing to the other party.
SECTION 11. Entire Agreement. This Agreement is subject to all of the
terms and conditions set forth in the Transaction Agreement, and together with the
Transaction Agreement (including the Exhibits and Schedules thereto, and the other
documents referredto in Section 11.6 of the Transaction Agreement) constitute the entire
agreement and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to their subject matters.
SECTION 12. Successors and Assigns. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto and their respective successors
and permitted assigns, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other Person any rights; interests, benefits or remedies of any
nature .whatsoever under or by reason of this Agreement.
- - Doc #:US I :5024334.5 4

SECTION 13. Counterparts. This Agreement may be executed and
delivered (including via facsimile) in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same instrument.
SECTION.14. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-
1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SECTION 15. Venue. Each of.the parties (a) consents to submit itself to
the exclusive jurisdiction of the United States District Court for the Southern District of
New York or, if such court does not have jurisdiction, the courts of the State of
New York, in the City of New York, in the event any dispute arises out of this,
Agreement, (b) agrees that it shall not attempt to deny or defeat such jurisdiction by -
motion or other request for leave from any such court and (c) agrees that it shall not bring
any action relating to this Agreement in any court other than the United States District
Court for the Southern District of New York or the courts of the State of New York, in
the City of New York. Process in any such suit, action or proceeding may be served on
any party anywhere in the world, whether within or without the jurisdiction -of any such
court. Without limiting the foregoing, each party agrees that service of process on such
party as provided in Section 10 shall be deemed effective service of process on such
party. -
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Doc #:US 1:5024334.5

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
AFFORDABLE RESIDENTIAL
CO i . INC.
By:
►�ttL ! ll
e: , E ecutive V ce President
AFFORDABLE RESIDENTIAL
COMMUNITIES LP
By: Affordable Residential Communities Inc.,
its GenePartner
By:
Scott sell
TitleJExecutive ice President
ARC TRS, INC
By:
Na r .fi ottL.
ice Presides
ARC/DAM ► AGEMENT, .
By:
N• e: ott L. Gesell
itle: ice President
[Signature Page to Bill of Sale. Assignment and Assumption Agreement]

ARC REAL • TATE IQ,LDINGS, LLC
By:
/Sco _ ,esell
Tit1=. Manager
[Signature Page to Bill of Sale, Assignment and Assumption Agreement]

BACKGROUND ON ENTITIES
FOR
REQUEST FOR ASSIGNMENT OF PERMITS
On April 17, 2007, Affordable Residential Communities, Inc., Affordable:Residential
Communities LP and other Seller Parties as Sellers (collectively, "Affordable") entered
into a Transaction Agreement (see Attachment No. 1) with American Riverside
Communities LLC as Purchaser (now known as American Residential Communities
LLC) ("American -Residential"), for the sale and purchase of the Acquired Assets (all .
Assets owned, leased, licensed, used, held for use or held for sale by -Affordable, that are
primarily related to the Acquired Business (the business conducted by Affordable and its
subsidiaries, including the owning and operating of manufactured homes communities,
the provision of related financing services, and.the businesses related thereto)), including
cash, tangible personal property, all fees interests in real property, all notes, Permits,
Contracts, etc. - -
At the time of the Closing, Affordable (Seller) owned 100% of the membership interests
in A.RC Real Estate LLC ("ARC Real.Estate") and -ARC -Real Estate, in turn, owned
99.9% of ARC Real -Estate Holdings:LLC ("ARC Moldings"), with 1.0% being owned
- by Affordable (which 1.0% was_ also transferred) ("ARC .Real Estate and ARC Holdings,
and their Subsidiaries, among others, are referred to as the "Acquired Companies").
ARC Holdings in turn owned 100% of the membership interests in ARC Communities
15 LLC and ARCMLOG LLC. (See Pre -Closing Org. Chart attached hereto as
Attachment No. 2.) -
Post Closing, per the terms of the Transaction Agreement and -the Bill of Sale,
Assignment and Assumption Agreement (see Attachment No. 3), American Residential
acquired the Acquired Companies and their Subsidiaries, among which Subsidiaries was
ARC Holdings which owned 100% of ARC Communities 15 LLC and ARCML 06 :LLC..
(See Post-Closing`Org. Chart as Attachment No. 4).
NAME .CHANGES PRIOR TO CLOSING:
1. Subsequent to entering into the Transaction Agreement, but prior to Closing,
American Riverside Communities LLC changed its name to American Riverside
Communities JV LLC on July 5, 2007). (See Attachment No. 5.)
•
2. Subsequent to the name changed referred to in No. 1 above, and still prior to the
Closing, American Riverside Communities JV, LLC changed its name to American •
Residential Communities LLC on July 23, 2007. (See Attachment No. 6)

EXECUTION COPY
TRANSACTION AGREEMENT
by and among
AFFORDABLE RESIDENTIAL COMMUNITIES INC.,
AFFORDABLE RESIDENTIAL COMMUNITIES LP,
'I' %E OTITER SELLERS PARTY IERETO,
and
AMERICAN TERSIDE COMMUNITIES LLC
tj/ r1
• Dated as of April 17, 2007
Doci:NY7392461.8

—ss
TRANSACTION AGREEMENT
This TRANSACTION AGREEMENT, dated as of April 17, 2007 (this
"Agreement"), is entered into by and anionAffordable Residential Communities Inc., a
Maryland corporation ("AR( , Affordable Residential Communities LP a Delaware limited
partnership ("ARC LP"), ARC Dealership, Inc., a Colorado corporation ("ARC Dealership"),
A.RC Management Services, Inc., a Delaware corporation ("ARC Management Services'),
• ARCIV GV, Inc., a Delaware corporation ("ARCIV"), ARCMS, Inc., a Delaware corporation
("ARCMS"), ARC TRS, Inc., a Delaware corporation ("ARC TRS"), Salmaho Irrigation Co. a
Utah corporation ("Salmaho"), Windstar Aviation Corp., a Delaware corporation ("Windstar"),
ARC/DAM Management, Inc., a Delaware corporation ("ARC/DAM"), and Colonial Gardens
Water, Inc., a Kansas corporation ("Colonial", and together with ARC, ARC LP, ARC
Dealership, ARC Management Services, ARC 1V,ARCM$,-ARC TRS,Saimahn, Windstar and
ARC/DAM, the "Sellers") and Ameriqan,Riverside•Comniunities.LLc,•a,DelaSvarelirnitedi
640* Oii:67#6tiSi*Eacii of the Sellers and the Buyer are sometimes referred to
individually herein as a "Party" and collectively as the "Parties." Certain other terms are defined
throughout this Agreement and in Section 10.2 hereof.
tIOLU )61A.L.ULTYN' WITNESSE_TH:
2t ol...Q.-4,-.1.,
-vsaiqz4A,s,(1)A?c LP owns all of the issued and outstanding membership
interests of AR(' -go state. a Delaware limited liability company ("ARC Real Estate"),
and all of the issued and outstanding membersiP
hinterestsof ARCALLLC,a Delaware limited
liability company ("ARCALL
"), (ii) ARC P andARCReafF,State collectively own all of the
_ -
issued and outstanding membership interests of ARC leal:Ett61.71101dings,LIC, a Delaware
limited liability company ("ARC Real Estate Holdings
) , with ARC Real Estate holding
Membership interests representing a 99% interest in ARCReal Estate Holdings, and ARC LP
holding membership interests representing a 1% interest in ARC Real Estate Holdings, and
(iii) ARC Dealership owns all of the issued and outstanding membership interests of Enspire
Finance LLC, a Delaware limited liability company ("Enspire Finance"); and
WHEREAS, ARC Real Estate, ARCAL, ARC Real Estate Holdings and Enspire
Finance (collectively, together with their Subsidiaries (other than any such Subsidiary that is not
a Pass Through Entity), the "Acquired Companies," and the Equity Interests of the Acquired
Companies, the "Acquired Company Interests") and each of the Sellers are engaged in the
Acquired Business (as defined below); and
WHEREAS, each of the Sellers holds Acquired Assets (as defined below); and
WHEREAS, upon the terms and subject to the conditions contained in this
Agreenient, the Buyer desires to purchase all of the Equity Interests of the Acquired Companies
Doc kliY7-392961.8

from the Sellers-, and the Sellers desire to sell all of the Equity Interests of the Acquired
Companies to the Buyer; and
WHEREAS, upon the terms and subject to the conditions contained in this
Agreement, the Buyer desires to purchase all Acquired Assets, and assume all Assumed
Liabilities, of the Sellers, and the Sellers desire to sell their Acquired Assets to the Buyer; and
WHEREAS, no Subsidiary of ARC other than the Sellers and the Acquired
Companies owns, leases, licenses, uses, holds for use or holds for sale any Acquired Asset or
Acquired Company Interest; and
WHEREAS, concurrently with the execution of this Agreement, as a condition
and inducement to -the Sellers'. willingness to enter into this Agreement, Farallon Guarantor is
entering into the'Farallon Guaranty (the "Farallon Guaranty") pursuant to which, subject to the
terms, conditions are limitations set forth therein, the Farallon Guarantor guarantying certain
obligations of the Buyer in connection with this Agreement, including payment of the Buyer
Terminatiori Fee, if and when due; and
WHEREAS, concurrently with the execution of this Agreement, as a condition
and inducement to the Buyer's willingness to enter into this Agreement, each of Gerald J. FOrd,
ARC Diamond, LP and Hunters Glen/Ford, Ltd. are entering into a support agreement, of even
date herewith (the "Support Agreement") pursuant to which such parties have agreed, subject to
the terms thereof, among other obligations, to -vote their shares of ARC Conunon Stock in favor
of approval of the Transactions.
NOW THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be -legally bound
- hereby, the Parties hereby agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Sale and Purchase.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing,
(a) ARC LP shall sell -to the Buyer, and the Buyer shall purchase from
ARC LP, all of the issued and outstanding membership interests of ARC Real Estate and all of
the issued and outstanding membership interest of ARCAL;
2
Doc NNY7:392961.8

(b) ARC LP shall sell to the Buyer, and the Buyer shall purchase from
ARC LP, all of the -issued and outstanding membership interests of ARC Real Estate Holdings
held by ARC LP;-
(c) ARC Dealership shall sell to the Buyer, and the Buyer shall purchase
froth ARC Dealership, all of the issued and outstanding membership interests in Enspire
Finance;
(d) each Seller shall sell, assign, transfer, convey and deliver to the Buyer,
and the Buyer shall purchase, acquire and accept from such Seller, all of such Sellers' right,
title and interest to the Acquired Assets;
in each of clauses (a) through (d) of this Section 1.1, free and clear of any and all Liens, other -
- than Permitted Liens.
1.2 Acquired Assets. The capitalized term "Acquired Ass6ts" shall mean all Assets
owned, leased, licensed, used, held for use or held for sale by ARC or any its Subsidiaries, that
are primarily related to the Acquired Business, including the following that are primarily related
to the Acquired Business (but in each case excludingrthe Excluded ASsets):
(a) cash in an amount equal to the sum of (i) petty cash -on -hand, (ii) any
proceeds of sales of Assets held for sale as described in Section 12(a)(ii) of the Sellers
Disclosure Letter, (iii) any proceeds of the sale of any manufactured home (w) not made in the
ordinary course and on financial terms consistent with past practices, (x) sold at a rate in
excess of 110% of the number of homes budgeted to be sold by the Acquired Business
between the date of this Agreement and the Closing Date (as disclosed to the Buyer by the
Sellers prior to the date hereof), (y) sold at a price resulting in a gross profit margin (before
commissions and related costs) of less than 15 % with respect to such home or (z) made to
buyers other than residents that execute an associated pad lease of at least one year with an
Acquired Company, (iv) cash received in respect of Insurance and Condemnation Claims, (v)
any proceeds from the exercise of a Repurchase Right and (vi) cash held as security deposits
(collectively, the "Acquired Cash");
(b) all tangible personal property, including manufactured homes, motor
vehicles, furniture, fixtures, office equipment, inventory, machinery and equipment (including
. spare parts), supplies, capital improvements in process, tools and other physical assets;
(c) all fee interests in real property (including improvements thereon) and
all leases, easements, rights of access and other interests (not including fee interests) in real
Property);
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(d) all promissory notes or Consumer Credit Contracts or other similar
agreements payable to ARC or any of its Subsidiaries (the "Acquired Notes");
(e) all Permits;
(f) all Contracts;
(g) all records, files, personal files (only to the extent allowed by Law),
data, drawings, blueprints, schematics, reports, lists, plans and processes and all files of
correspondence;
(h) all guarantees, rebates under sales or purchase orders, representations,
warranties, indemnities and similar rights in favor of ARC or any of its Subsidiaries;
(i) _ - all sales and promotional literature, and all marketing information and
market research data;
(j) all Seller Intangible Property, including the trademarks listed in Section
1.2(j) of the Sellers Disclosure Letter (the "Trademarks"), including the goodwill of the
business symbolized by and associated with the Trademarks, all applications and registrations
thereof throughout the world and all rights to proceeds of the foregoing, including any claim
by any Seller against third parties for past, present, or future infringement of the Trademarks,
but excluding the "Enspire" trademark and any trade names, trademarks, Internet domain
names,- identifying logos or service marks related thereto or employing the word "Enspire"
("Enspire Trademarks") and any trademarks, Internet domain names, identifying logos or
service marks primarily related to the Retained Business, including the "NLASCO",
"American Summit (AS)" trademark, the "National Lloyds (NL)" trademarks and all
trademarks, Internet domain names, identifying logos or service marks related thereto or
employing the word "NLASCO", "American Summit", "AS", "National Lloyds" or "NL"
("NLASCO Trademarks");
(k) all rights and claims of ARC and each of its Subsidiaries (other than
any Acquired Company) against any Acquired Company, including under any Contract,
intercompany account. payable or receivable, or otherwise;
(1) without duplication of clause (a)(iv) above, all rights to insurance and
condemnation proceeds received or receivable in respect of any Assumed Liabilities, all
insurance and condemnation proceeds -(to the extent not already expended by ARC or its
Subsidiary to restore or replace the lost, damaged or condemned Asset, which replacement
Asset shall be an Acquired Asset) received or receivable in respect of any Asset damaged, lost
or condemned and which, if not so damaged, lost or condemned would have been anAcquired
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Asset and all insurance and condemnation proceeds received or receivable in respect of
• business interruption of the Acquired Business to the extent relating to any period after
Closing ("Insurance and Condemnation Claims"); and
(m) any aircraft (the "Aircraft").
1.3 ' Assumption of Liabilities. On the Closing Date and upon the terms and subject to
the conditions set forth in this Agreement, the Buyer shall assume (or, without limiting the
obligations of Buyer under Article IX, Buyer's designated Affiliate shall assume), and from and
after the Closing Buyer (or its assignee) shall pay, discharge and perform as and when due, or in
the case of Assumed Indebtedness, assume, prepay or defease, all Assumed Liabilities of the
Sellers. The capitalized term "Assumed Liabilities" shall mean all Liabilities of ARC and its
Subsidiaries to the extent resulting from, relating to or arising out of the Acquired Company
Interests, the Acquired Business or the Acquired Assets, or from any operations relating to,
arising out of or resulting from any of the foregoing, including the following (but in each case
excluding the Excluded Liabilities):
(a) the Indebtedness set forth in Section-1.3(a) of the Sellers Disclosure
Letter and Indebtedness incurred by the Sellers or the Acquired Companies between the date
hereof and the Closing in compliance with Section 5.1(u) (excluding (x) Liability for defaults
or breaches of any material._ covenants (including any defaults in respect of payment of
principal or interest when due) occurring prior to the Closing in respect of Indebtedness and (y)
Indebtedness related to the Aircraft) (collectively, the "Assumed Indebtedness");
(b) all Liabilities with respect to or otherwise in connection with all
pending, threatened or other actions, suits, proceedings, investigations or other claims to the
extent relating to the Acquired Business :or the Acquired Assets or any asset in the Acquired
Business, at Law, in equity or otherwise, or any tort orother claims -to the extent relating to or
arising from the Acquired Business or the Acquired Assets or any asset in theAcquiredBusiness or any matter, fact, circumstance or condition to the extent relating to the Acquired
Business or the Acquired Assets or any asset in the Acquired Business;
(c) all Liabilities to the extent relating to or arising from the ownership,
operation, possession or management of the Acquired Business or the Acquired Assets or any
asset in the Acquired Business, including accounts payable and trade obligations to the extent
so relating or arising;
(d) all Liabilities under or in connection with the Contracts included in the
Acquired Assets;
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(d) Exclusive Remedy. Except to the extent provided in Article VI, from
and after the Closing, the indemnities provided for in this Article IX shall be the exclusive
remedies of the Parties and their respective officers, directors, employees, Affiliates, agents,
representatives, successors and assigns for money damages in respect of any breach of or
inaccuracy in any representation or warranty or breach of or noncompliance with any covenant
or agreement contained in this Agreement and the Parties shall not be entitled to a rescission
of this Agreement or to any further indemnification or other rights or claims for money
damages in respect thereof, all of which the Parties hereto hereby waive; provided, however,
-that the foregoing shall not limit the right of any party to assert a claim based on fraud.
9.5 Characterization of Indemnification Payments. The Buyer and the Sellers agree
to treat any indemnification payment made under this Agreement, to the maximum extent
permitted by applicable Law, as an adjustment to the Final Purchase Price.
9.6 - Limitation on Damages: No Party shall, under any circumstance, except to the
extent imposed by any Third Party Claim, have any liability to any other Party for any special.
indirect, consequential or punitive damages claimed by such other Party under the terms of or _
due to any breach or non-performance of this Agreement, including lost profits, loss of revenue
or income, cost of capital, or loss of business reputation or opportunity.
9.7 No Other Indemnification. For the avoidance of doubt, no Party shall have any
indemnification obligations to any other party in respect of this Agreement or the transactions
contemplated hereby except as set for in Section 6.1, Section 9.1 or Section 9.2 of this
Agreement. .
ARTICLE X
DEFINITIONS ANI) .INTERPRETATION
10.1 - Defined Terms. The following terns are defined in the corresponding Sections of
this Agreement: -
Defined Term
AccountingFinn
""Acquired Accounts Receivables
"Acquired Assets
Acquired Business Regulatory Authorities
Acquired Cash
Acquired Companies
Acquired Company Interests
Acquired New Homes
Acquired Notes
Acquired Property
Acquired Properties
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Section. Reference
Section 1.9(c)
Section 5.23.
Section 1.2.
Section 3.4(d)
Section 1.2(a)
Preamble
Preamble
Section 1.7(b)
Section 1.2(d)
Section 3.11(a)
Section 3.11(a)

Actions Section 2.5
Adjustment Amount Section 1.7(e)
Agreement Preamble
Alternative Proposal Section 5.5(g)
ARC Preamble
ARC Dealership Preamble
ARC LP Preamble
ARC Management Services Preamble
ARC Real Estate Preamble
ARC Real Estate Holdings Preamble
ARC SEC Documents Section 3.13(a)
ARC Stockholder Approval Section 2.2(a)
ARC Stockholder Meeting Section 5.6(b)
ARC Trademarks and Logos Section 5.18
ARC TRS Preamble
ARC/DAM Preamble
ARCAL Preamble
ARCIV Preamble
ARCMS Preamble
Asset Assignment Agreement Section 1.12(c)
Assumed Indebtedness Section 1.3(a)
Assumed Liabilities Section 1.3
Budget Section 5.1(j)
Buyer Preamble
Buyer Expenses Section 8.2(a)(i)
Buyer Plans Section 5.7(b)
Buyer Required Consents Section 7.2(c)
Buyer Required Statutory Approvals Section 7.1(a)
Buyer's Savings Plan Section 5.7(e)
Buyer Termination Fee Section8.2(b)(ii)
Capital Expenditure Shortfall Section 1.7(c)
Change in Recommendation Section 5.5(d)
Claim Notice Section 9.3(b)
Claims Section 9.3(b)
Closing - Section 1.11
Closing Date Section 1.11
Closing Payment Section 1.7(t)
Closing Statement Section 1.9(b)
Colonial Preamble
Company Required Statutory Approvals Section 7.1(a)
Consent Solicitations Section 5.15
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Continuing Employees Section 5.7(a)(i)
Corporate Subsidiary • - Section 1.4(b)
Damages Section 9.1
Debt Event Buyer Termination Fee Section 8.2(b)(i)
Debt Financing Section 4.6
. Debt Financing Commitments Section 4.6
Delayed Acquired Asset Section 1-.1.4(a)
Direct Claim Section 9.3(b)
DOL Section 3.9(b)
Effective Time Section 1.11
Employment Date Section 5.7(a)(i)
End Date Section 8.1(b)(i)
Endorsements Section 5.27(a) _
Enspire Finance Preamble
Enspire Insurance Section 5.20(a)
Enspire Trademarks Section 1.2(j) -
Equity Event Buyer Termination Fee _ Section 8.2(b)(ii)
Equity Financing - Section 4.6
Equity Financing Commitments Section 4.6
Estimated Adjustment Amount Section 1.9(a)
Estimated Closing Statement Section 19(a) •
Exchange Act Article II
Excluded Assets Section 1.4(a)
Excluded Corporate Subsidiary Section 1.4(b)
Excluded Liabilities Section 1.5
Expense Payments Amount Section 1.6
Farallon. Guaranty Preamble
Final Adjustment Amount. Section 1.9(c)
Final_Purchase Price Section 1.10
Financing - Section 4.6
Financing Commitments Section 4.6
Form 10-K .. Article -II
Homes Section 5.1(1)
HSR Act Section 2.4
Indemnified Party . Section 93(a)
Indemnifying Party Section 9.3(a)
Indenture Consent Solicitation Section 5.13 -
Initial Purchase Price Section 1.7(g)
Insurance and Condemnation Claims Section 1.2(1)
Interest Assignment Agreement Section 1.12(b)
IRS Section 3.8(a)
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Leased Acquired Property Section 3.11(a)
Liability Threshold Section 9.4(a)
Liquidating Event Section 5.14
Material Contracts Section 3.7(b)
MGCL Section 2.2(c)
Multiemployer Plan Section 3.9(c)
Net Payment Amount Section 1.7(d)
New Home Amount Section 1.7(b)
NLASCO Trademarks Section 1.2(j)
Notes Section 5.13
Notice of Superior Proposal Section 5.5(d)
OP Agreement Section 5.14
OP Consent Solicitation Section 5.14
Owned Acquired Property Section 3.11(a)
Party Preamble
Parties Preamble
PBGC
Section 3.9(b)
Permits Section 3A(b)
Post -Closing Collection Amounts Section 5.24
Prime Rate Section 8.2(d)
Proceeding Section 93(b)
Proxy Statement Section 2.6
Recommendation Section 5 .6(b)
Regulatory Documents Section 3 A(d)
Rent Roll Section 3.11(c)
Representatives Section 5.5(a)
Repurchase Right Section 3.11(e)
Require(' Information Section 5.11(b)
Salmaho Preamble
SEC Article II
Section 1.6 Items Section 1.6
Seller Intangible Property Section 3.10(a)
Seller Leases Section 3.11(a)
Seller Property Restrictions Section 3.11(a)
Seller Required Statutory Approvals Section 7.1(a)
Sellers Preamble
Sellers Savings Plan Section 5.7(c)
Special Purpose Entity Section 3.6(b)
Stay Bonus Amount Section 5.7(0
Straddle Period Taxes Section 6.1(b)
Superior Proposal Section 5.5(h)
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ARC.
Support Agreement - _ Preamble
Tax Loss(es) Section 6.1(c)
Tax Proceeding Section 6.1(b)
Tenant Note Amount Section 1.7(a)
Termination Fee Section 8.2(a)(i)
Thirds Party Claim Section 9.3(b)
Third Party Equity Commitment Section 4.6
Title Company .. Section 5.27(a)
Title Policies Section 7.2(e)
TM License Period Section 5.18
Trademark Assignment Agreement Section 1.12(d)
Trademarks .. Section 1.2(j)
Transition Services Agreement Section l .12(e),
Trust Preferred Amendments Section 5.15
Wam Act .Section 3.14(d),
Windstar Preamble
10.2 Definitions. Except as otherwise expressly provided in this Agreement, or unless
the context otherwise requires, whenever used in this Agreement (including the Sellers
Disclosure Leiter and the Buyer Disclosure Letter), the following terms will have the meanings
indicated below:
"Acquired Business" means the business conducted by ARC and its subsidiaries,
including the owning and operating of manufactured homes communities, the provision
of related financing services, and businesses related thereto, but excluding the insurance
business of NLASCO, Inc. and related insurance activities (the "Retained Business"). "Adjustment Amount" has the meaning set forth in Annex A..
"Affiliate" means, with respect to any Person or group of Persons, a Person that
directly or indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person or group of Persons.
"ARC Common Stock" means the Common Stock, $0.01 par value per share, of
"ARC Special Voting Stock" means the Special Voting Stock, $0.01 par value per
share, of ARC.
"Assets" means any asset, property or right, wherever located (including in the
possession of vendors or other third parties or elsewhere), whether real, personal or
mixed, tangible, intangible or contingent, in each case whether or not recorded or
reflected or required to be recorded or reflected on the booksand records or financial
statements of any Person, and all right, title, interest and claims therein.
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"Business Day" means a day other than a Saturday, Sunday or any other day on
which banks are not required to be open or are authorized to close in New York,
New York.
"Buyer Disclosure Letter" means the disclosure letter setting forth certain
disclosures of the Buyer, or qualifications or exceptions to any of the Buyer's
representations or warranties set forth in Article IV, which disclosure letter is delivered
simultaneously with the execution and delivery of this Agreement.
"Buyer Indemnified Parties" means the Buyer, the Buyer's Affiliates, and their
respective directors, officers, shareholders, members, limited partners, attorneys,
accountants, representatives, agents and employees, and their respective heirs, successors
and assigns.
"Buyer Material Adverse Effect" means an event, fact, circumstance or effect that
materially and adversely affects the ability of the_ Buyer to consummate the transactions
contemplated by.this Agreement orperforin its obligations hereunder.
"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company Employee" means each individual who is as of immediately prior to
the Closing employed by an Acquired Company or otherwise by the Sellers or any of
their Subsidiaries in connection with the Acquired Business, including, in each case, each
employee (an "Inactive Employee") who is on sick leave, military or maternity leave or
any other r approved leave 'of absence as of immediately prior to the Closing (including
without limitation any employee who is receiving benefits under any short- or long-term
disability Seller Plan if still considered employed by an Acquired Company or by the
Sellers in connection with the Acquired Business). -
"Company Material Adverse Effect" means an event, fact, circumstance or effect
that results in or causes a material adverse change in the business, assets, liabilities or _
financial condition of the Acquired Companies and the Acquired Business, taken as a
whole, except to the extent such material adverse change results from or is caused by
(i) changes in financial, securities or currency markets, changes in prevailing interest
rates or foreign exchange rates, changes in general economic conditions, (ii) changes in
general business conditions or otherwise in the industries in which ARC and its
Subsidiaries (in respect of the Acquired Business) operate (such industries being limited
to all -age manufactured home communities for purposes of this clause), (iii) changes in
law, rule or regulation of any Governmental Entity or changes in regulatory conditions in
the states in which the Acquired Companies operate, or changes with respect to the
enforcement policies related to any of the foregoing, (iv) events or changes that are
consequences of hostility, terrorist activity, acts of war or acts of public enemies, "
(v) changes in accounting standards, principles or interpretations, (vi) the negotiation,
announcement, execution, delivery, consummation or pendency of this Agreement or the
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transactions contemplated by this Agreement (provided that this clauseshallbe ignored
for all purposes of this Agreement relating to Section 2.3, 2.4, 3.2 or 3.3), or (vii) actions
taken or not taken at the express request of the Buyer, other than, in the case of foregoing
clauses (i) through (v), any such changes or events that affect the Acquired Business or
the Acquired Companies disproportionately, and then only to the extent of such
disproportionate effect when compared to the industries in which ARC and its
Subsidiaries (in respect of the Acquired Business) operate (such industries being limited
to all -age manufactured home communities for purposes of this clause).
"Company Plan" means each Seller Plan which is sponsored solely by an
Acquired Company.
"Confidentiality Agreement" means the letter agreement, dated March 8, 2007,
between ARC and Farallon Capital Management LLC.
"Contract" means any agreement, contract, mortgage, deed of tnist, bond,
indenture, lease, license, note, franchise, certificate, option, warrant, right or other
instrument, document, obligation or agreement, :
"control" (including the terms "controlled by" and "under common control with")
means the possession, directly or indirectly, of the power to direct or cause the direction
of the management policies of a Person, whether through the ownership -of voting
securities or other Equity Interests, by contract or credit arrangement, as trustee or
executor, or otherwise;
_"Consumer Credit Contract" means any loan, retail installment sales agreement or
other consumer credit•obligation representing an obligation ofa consumer.
"Environmental Claims" means all actions, suits, demands, demand letters, claims,
liens, notices of noncompliance or violation, notices of Liability or potential Liability,
investigations, proceedings, consent alders -or consent agreements 'elating to any Environmental Law, any environmental permit or the Release of or exposure to any
Hazardous Materials.
"Environmental Law" means any Law of any Governmental Entity relating to
pollution, human health, safety or protection of the environment or natural resources,
including the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA") and the Resource Conservation and Recovery Act of
1976.
"Equity Interests" means any shares of capital stock, membership interests,
partnership interests, joint venture interests or other equity interests, or any right to
receive any economic benefit or right similar to or derived from the foregoing.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
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"ERISA Affiliate" means any trade or business, whether or not incorporated, that
together with any Person would be deemed a "single employer" within the meaning of
Section 4001(b) of ERISA.
"ERISA Affiliate Liability" means any obligation, liability or expense of any of
the Sellers or any of the Acquired Companies which arises under or relates to any Seller
Plan that is subject to Title IV of ERISA, Section 302 of ERISA, Section 412 of the Code,
COBRA or any other statute or regulation that imposes liability on a so-called "controlled
group" basis with or without reference to any provision of Section 414 of the Code or
Section 4001 of ERISA, including by reason of the Sellers' affiliation with any of its
ERISA Affiliates or the Buyer being deemed a successor to any ERISA Affiliate of any
of the Sellers.
"Excluded Taxes" means all Liabilities of any kind or nature relating to Taxes for
any period ending on or before the Closing Date, including, without limitation, (i) any
Liabilities pursuant to any tax sharing agreement; tax indemnification or similar
arrangement; (ii) any Taxes payable in connection with the transactions contemplated by
this Agreement, (iii) any Taxes, including any Pass-Througjh. Entity Level Taxes, of any
Acquired Companies for taxable periods, or portions thereof, ending on orpriorto the
Closing, and (iv) all Taxes of an affiliated group (within the meaning of Section 1504(a)
of the. Code or any comparableprovisions of state, local or foreign Law) of which any
Acquired Companies, or any predecessor thereof, is or was a member on or prior to the
Closing by reason of any Liability under Treasury Regulation § 1.1502-6, Treasury
Regulation § 1.1502-78, or comparable provisions of any foreign, state or local law.
"Farallon Guarantor" means Farallon Capital Partners, L.P. -
"Farallon Guarantee" means the Limited Guarantee, dated as of the date hereof,
by the Farallon Guarantor in favor,of the Sellers, delivered in connection with this
Agreement.
"Final Order" means an action by the relevant Governmental Entity which has not
been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which
any waiting period prescribed by Law before the transactions contemplated hereby niay
be consurmnated has expired (but without the requirement for expiration of any
applicable rehearing or appeal period); and as to which all conditions to the
consummation of such transactions prescribed by Law, regulation or order have been
satisfied.
"GAAP" means United States generally accepted accounting principles.
"Governmental Entity" means any supranational, national, federal, state,
municipal or local governmental or quasi -governmental or regulatory authority (including
a national securities exchange or other self -regulatory body), agency, governmental
department, court, commission, board, bureau or other similar, entity, domestic or foreign
or any arbitrator or arbitral body.
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"Governmental Order" means any order, decree, ruling, injunction, judgment or
similar act of or by any Governmental Entity.
"Hazardous Material" means (A) any petroleum or petroleum products,
radioactive materials, asbestos -containing materials, urea formaldehyde foam insulation,
and transformers and other equipment that contain dielectric fluid containing greater than
50 parts per million polychlorinated biphenyls ("PCBs"); and (B) any chemicals,
materials, substances or wastes which are defined as "hazardous substances," "hazardous
wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous.
wastes," "toxic substances," "toxic pollutants" or words of similar import, or otherwise
defined or regulated as such, under any applicable Environmental Law.
"Indebtedness" means, with respect to any Person, without duplication, all
(a) indebtedness of such Person for borrowed money, whether secured or unsecured,
(b) obligations of such Person under such conditional sale or other title retention
agreements relating to property purchased by such Person, (c) obligations of such Person
under interest rate or currency hedging transactions (valued at the termination value
thereof), (d) bank overdrafts and similar charges, (e) keep -well agreements or similar
obligations, (f) guarantees of such Person of any such indebtedness, obligation or liability
of any other Person of a type described in clauses (a) through (e) above, (g).any
agreements to provide any of the foregoing and (h) with respect to clauses (a) through
(g) above, all accrued interest therein and any termination fees, prepayment penalties,
"breakage" costs or similar payments associated with the repayment or defeasance of
such Indebtedness in connection with the transactions contemplated hereby or otherwise.
"Knowledge" when used with respect to the Sellers, means_ the knowledge, after
due inquiry, -of any fact, circumstance or condition of those officers of the Sellers set
forth on Section 10.2 of the Sellers Disclosure Letter; and when used with respect to the
Buyer, means the knowledge, after due inquiry, of any fact, circumstance or condition of
those officers of the Buyer or its Affiliates set forth on Section 10.2 of the Buyer
Disclosure Letter.
"Labor Laws" means any and all applicable foreign and U,S.-based federal, state
and local Laws -relating in any manner to employment, employees and/or individuals
performing work as consultants or contractors, including employment standards,
employment of minors, -employment discrimination, health and safety, labor relations,
unions, withholding, wages and hours; overtime, employee benefits and benefit plans of
any kind, workplace safety and insurance and pay equity.
"Law" means any law, statute, code, ordinance, regulation, rule, administrative
order, constitution, principle of common law or treaty of or by any Governmental Entity
or any arbitrator.
"Leases" mans all leases of land, improvements or manufactured homes under
which ARC or any of its Subsidiaries is the lessor.
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"Liabilities" means any and all liabilities or indebtedness of anynature (whether
direct or indirect, known or unknown, absolute or contingent, liquidated or unliquidated,
due or to become due, accrued or unaccrued, matured or unniatured, asserted or
unasserted, determined or determinable and whenever or however arising).
"Lien" means any mortgage, lien, pledge, assessment, claim, charge, security
interest, restriction. on transfer, proxy or other voting agreement, or other legal or
equitable encumbrances, or any other adverse claim.
"Organizational Documents" means articles of incorporation, certificate of
incorporation, charter, bylaws, articles of organization, formation or association,
regulations, operating agreement, certificate of limited partnership, partnership agreement,
and all other similar documents, instruments or certificates executed, adopted, or filed in
connection with the creation, formation, or organization of a Person, including any
amendments thereto. -
"Pass -Through Entity" means an entity which is treated as a partnership or
disregarded entity for federal, state, and local income tax purposes.
'Pass -Through Entity Level Taxes" shall mean Taxes of a Pass -Through Entity to
the extent that such Taxes are imposed by Law on such Pass -Through Entity and not
passed through to its owners by reason of such entity being a Pass -Through Entity.
"Permitted Liens" means (a) Liens. for Taxes (i) not due and payable or (ii) which
are being contested in good faith by appropriate proceeding, and, in each case, as to
which adequate reserves are maintained, (b) Liens of warehousemen, mechanics and
materialmen and other similar statutory Liens incurred in the ordinary course of business
with respect to a liability that is not yet due or delinquent or which is being contested in
good faith and as to which adequate reserves are maintained, (c) any easements, rights of
way, covenants and restrictions, and other non -monetary Liens of a minor nature that do
not materially detract from the value of the applicable property, rights or assets of the
Acquired Company that owns such property or materially interfere with the use of such
property as currently used, (d) zoning, entitlement, conservation, restriction or other land
use orenvironmentalregulation by any Governmental Entitythat are not being materially
violated, (e) any Lien arising under the Organizational Documents of the Acquired
Companies and (f) mortgages or deeds of trust securing Assumed Indebtedness.
"Person" means any natural person, firer, partnership, association, corporation,
limited liability company, joint venture, trust, business trust, unincorporated organization,
Governmental Entitybr other entity.
"Release" -means the release, spill, emission, leaking, pumping, pouring, emptying,
escaping, dumping, injection, deposit, disposal, discharge, dispersal, leaching or
—migrating of any Hazardous Material into the environment.
"Restricted Cash" means any Acquired Cash and any other cash held by an
Acquired Company or by any other Subsidiary of ARC in respect of the Acquired
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Business which is not capable of being lawfully swept from the account of an Acquired
Company pursuant to Section 5.1(g) of this Agreement.
"Retained Business" has the meaning set forth in the definition of "Acquired
Business."
"Seller Indemnified Parties" means the Sellers, the Sellers' Affiliates, and their
respective directors, officers, shareholders, members, limited partners, attorneys,
accountants, representatives, agents and employees, and their respective heirs, successors
and assigns. -
"Seller Material Adverse Effect" means an event, fact, circumstance or effect that
materially and adversely affects the ability of any Seller to consummate the transactions
contemplated by this Agreement or perform their its obligations hereunder.
"Seller Plan" means each deferred compensation and each bonus or other
incentive compensation, stock purchase, stock option and other equity compensationplan,
program, agreement or arrangement; each severance or termination pay, medical, surgical,
hospitalization, life insurance and other "welfare" plan, fund or program (within the
meaning of section 3(1) of ERISA); each profit-sharing, stock bonus or other "pension"
plan, fund or program (within the meaning of section 3(2) of ERISA); each employment,
termination or severance agreement; and each other employee benefit plan, fund,
program, agreement or arrangement, in each case, that is sponsored, maintained or -
contributed to or required to be contributed to by ARC or by any of its ERISA Affiliates
or to which ARC or any of its ERISA Affiliates is a party, whether written or oral, for the
benefit of any current or former Company Employee or any employee or former
employee of ARC or its Subsidiaries, including the Acquired Companies.
"Sellers Disclosure Letter" means the disclosure letter setting forth certain
disclosures of the Sellers, or qualifications or exceptions to any of the Sellers'
representations or warranties set forth in Article II or Article III, which disclosure letter is
delivered simultaneously with the execution and delivery of this Agreement.
"Subsidiary" means, with respect to any Person (for the purposes of this definition,
the "parent"), any other Person (other than a natural person), whether incorporated or
unincorporated, of which at least a majority of the securities or ownership interests
having by their terms ordinary voting power to elect a majority of the Board of Directors
or other persons performing similar functions is directly or indirectly owned or controlled
by the parent or by one or more of its respective Subsidiaries.
"Tax" or "Taxes" means any tax, duty, charge, or other levy separately or jointly
due or payable to, or levied or imposed by any Governmental Entity, including income,
gross receipts, license, wages, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental, customs duty, capital, franchise, profits,
withholding, social security, unemployment, disability, real property,- personal property,
sales, use, transfer, transaction, registration, value added, alternative/add-on minimum,
estimated or other tax, duty, charge, any payment required to be made to any state -
77
Doc #:NY7;342961.8

abandoned property administrator or other public official pursuant to an abandoned
property, escheat or similar law, or other levy of any kind whatsoever, including any
interest, penalty, or addition thereto, and any interest with respect to such addition or
penalty.
"Tax Law" means the Code, final, temporary or proposed Treasury regulations,
published pronouncements of the U.S. Treasury Department or IRS, court decisions or
other relevant binding legal authority (and similar provisions, pronouncements, decisions
and other authorities of state, local and foreign Law).
"Tax Returns" means all tax returns, declarations, statements, reports, schedules,
forms and information returns and any amendments to any of the foregoing relating to
Taxes.
"Transaction Documents" means this Agreement, the Support Agreement and
each other document or instrument contemplated by Section 1.12. The Transaction
Documents to be executed by a given party under this Agreement are referred to as such
party's Transaction Documents or bysimilar phrases.
"Transactions" means the transactions contemplated by this Agreement and by the
other Transaction Documents.
"Transfer Taxes-" means any and all transfer. Taxes (excluding Taxes measured in
whole or in part by net income), including without limitation sales, use, excise, stock,
-stamp, documentary, filing; recording, permit, license, authorization, controlling interest,
real estate conveyance and similar Taxes, fees, duties, levies, customs, tariffs, imposts,
assessments, obligations and charges.
10.3 Interpretation. In this Agreement, unless otherwise specified, the following rules
of interpretation apply:
(a) references to Sections, Annexes, Exhibits and Parties are references to
sections or sub -sections, annexes, and exhibits of, and parties to, this Agreement;
(b) the section and otherheadings contained in this Agreement are for
reference purposes only and do not affect the meaning or interpretation of this Agreement;
_(c) words importing the singular include the plural and vice versa;
(d) references to the word "including" do not imply any limitation;
(e) the words "hereof," "herein" and "hereunder" and words of similar
import, when used in this Agreement, refer to this Agreement as a whole and not to any
particular provision of this Agreement; and
78
Doc 11:NY75392961.8

(f) references to "$" or "dollars" refer to U.S. dollars.
ARTICLE XI
GENERAL PROVISIONS
11.1 Survival of Representations, Warranties, Covenants and Agreements. The
representations and warranties of the Parties contained herein shall not survive the Closing;
provided, however, that (i) the representations and warranties of the Sellers contained in
Section 3.8 (Taxes) shall survive as provided in Section 6.2, (ii) the representations and
warranties of the Sellers contained in Section 3.6 (Absence of Undisclosed Liabilities; Special
Purpose Entities), shall survive the Closing for a period of twelve (12) months and (iii) the
representations and warranties contained in Sections 3.1(b), 3.1(c), 3.9, 316(a) and 3.16(c) shall
survive the Closing indefinitely. All covenants and agreements set forth in Article I, and any
covenants and agreements contained in this Agreement that, contemplate or provide for any fights,
obligations or•actions of any Party after the Closing, shall survive the Closing until they are fully
performed or terminated in accordance with their terms. No claim or cause of action for
indemnification under Article VIII arising out of the inaccuracy or breach of any representation
or warranty of the Sellers or the Buyer may be made following the termination of the applicable
survival period; it being understood that in the event notice of any claim for indemnification
under Section 9.1 shall have been given on or prior to the expiration of the applicable survival
period, the representations and warranties that are the subject of such indemnification claim shall
survive until such time as such claim is finally resolved and a claim that was otherwise timely
made shall not thereafter be barred by the expiration of the survival period.
11.2 Notices. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and shall be deemed
to have been duly given if (a) delivered personally, (b) mailed by certified or registered mail with
postage prepaid, (c) sent by next -day or overnight mail or delivery, or (d) sent by fax or telegram,
as follows:
(a) if to the Sellers:
Affordable Residential Communities Inc.
7887 E. Belleview Avenue, Suite 200Y
Englewood, Colorado 80111
Fax: [phone]
Attention: Larry D. Willard
Scott L. Gesell
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
79
Doc #:NY7:392961.8

Fax: [phone]
Attention: Fred B. White, III
(b) if to the Buyer:
American Riverside Communities LLC
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111.
Fax: [phone]
Attention: Richard Fried
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Fax: [phone]
Attention: Robert B. Schumer
Jeffrey D. Marell
or, in each case, at such other address as may be specified i.n writing to the other Parties.
All such notices, requests, demands, waivers and other communications shall be deemed
to have been received, if by personal delivery, certified or registered mail or next -day or
overnight mail or delivery, on the day delivered or, if by fax, on the next Business Day following
the day on which such fax was sent, provided that a copy is also sent by certified or registered
mail.
11.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective heirs, successors and permitted assigns.
11.4 Assignment; Successors; Third -Party Beneficiaries; Obligations. This Agreement
is not assignable (including by operation of law) by any Party without the prior written consent
of all of the other Parties and any attempt to assign this Agreement without such consent shall be
void and of no effect. Notwithstanding the foregoing, without the prior written consent of the
Sellers, the Buyer and its permitted assigns may at,any time, in its sole.discretion, assign, in
. whole or in part, (a) its rights and obligations pursuant to this Agreement, to one or more of its
Affiliates, or (b) its rights under this Agreement, in each case, for collateral security purposes to
any lender providing financing to the Buyer or lessor pursuant to a lease financing transaction,
-and any such lender or lessor (or collateral agent acting on its behalf) may exercise all of the
rights and remedies of the Buyer hereunder and thereunder, and the Sellers agree to, and shall
cause its Affiliates to, execute and deliver.a,consent in favor of such lenders or lessors (or
collateral agent acting on their behalf) with respect to the collateral assignments contemplated by
-this Section .11.4 in form and substance reasonably satisfactory to the Sellers and containing
80
Doc N:NY7:392961.8

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
first above written.
AMERICAN RIVERSIDE COMMUNITIES LLC
- By: Farallon Capital Management, L.L.C.,
its Manager
By: IVI
Richard
4ied, Managing Member
AFFORDABLE RESIDENTIAL COMMUNITIES INC.
By:
Name:
Title:
AFFORDABLE RESIDENTIAL COMMUNITIES LP
By:
Name:
Title;
ARC DEALERSHIP, INC.
By:
Name:
Title:
ARC MANAGEMENT SERVICES, INC.
OS
By:
Name:
Title:
Signature Page: Transaction Agreement

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
first above written.
AMERICAN RIVERSIDE COMMUNITIES LLC
By: Farallon Capital Management, L.L.C.,
its Manager
By:
Richard B. Fried, Managing Member
AFFORDABLE
By:
Name: Lir." ,rnrof ./.10
Title: GA5.4c teetit-Aa-t. 1377tat
AFFORDABLE R
By:
Name; 24tery 2/7/
Title: ett•texiit4 074•tdc'-'
ITIES INC.
mmuNrrms LP
ARC DEALERSHIP IN
By:
Title: aief igethoLitet,e
Name: ,4.4tvi
ARC MAN A
Nay:
Nme: List
Title;
Signaturs. rue.: Traritaction Agrtemont

ARCMS, INC.
By:
• Name: Z.a)-q
Title: 0,f Cklis 14 4
ARC TRS, INC.
By:
Name: Ltiri
Title: at,r(xtzei.at
SALMAII0 IRRIGATIO
By:
Name: /.43/•;i
Title: n.ti- Ea 4,4 ovillev
WINDSTAR AYIATIO
By: Cs
Name: ket;:f 4 017,4/ord
Title: ati/L<-(4 et-rde,-
• COLONIAL G
By:
Name:
Title: Met
Signaturs Page: Transaction Aguas:a

ARCIDANI
By;
NUle: 4,7 1 144/4
Title; ch,r 6(4
SigraturePie. inutcattion Agreemalc

.94P
ARC Dealership, Inc.
Affordable ResIdential Commnities Inc.
97.2% GP
Affordable Residentia
CommUnihos LP
99,1%
VAndStar
Aviation Corp,
/' _� 2016
( livARttor )
ARC Management
Services, Inc.
ARC
Rost amm
Sawi:os, LLC.
ARCMS, I
ARC Insurance
Holdings, Inc.
NLAS,P. Ina
DeLwmra CognrAli n
See page 4
1Ar r
Y.BK L.. Parir,Ar..
<1a/D
ARC DAM
rannemant
See page 3
ARC Reel [:state, LLC
Colonial Gardena
Water, Inc.
99%
ARC
Real Estate Holdings, LLC
1 00 %
ARCIV GV, Inc.
ARC
CapRai Tr rt I
99% LP
Preferred
Investors
ARCAL LLC
(Delaware)
1% GP
ARCALLP LLG
(Delaware)
ARC Ariington Lakeside
LP
See page 2
Darla

See page 1
ARCt
LLC,
ARC
Ill, L.L.C.
C3GP U.
ARC
Real Estate
Holdings, LLC
/ARCIALC3t,L
ne LLC
ARCPR U.
ARC C.6 LLC
OR
C4,1%
ARC
13TXGP LLC
1%
ARG 10TX IP
,A3Te..taa PropcdiAs
ARC TRS. Inc.
Salmaho
Iri atlon Co.
SVY
ARC ARC ARC ARC
1APLO LIG 1PFIH LLC UC VOL/ LLC
Outside
Shareholders
PA GP
PAGE 2

EXECUTION COPY
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bill of Sale, Assignment and Assumption Agreement (this
"Agreement") dated as of July 31, 2007, is entered into by and between Affordable
Residential Communities Inc., a Maryland corporation ("ARC"), Affordable Residential
Communities LP, a Delaware limited partnership ("ARC LP"), ARC TRS, Inc., a
Delaware _corporation ("ARC TRS"), ARCIDAM Management, Inc., a Delaware
corporation ("ARC/DAM", and together with ARC, ARC LP and ARC TRS, the
"Sellers") and ARC Real Estate Holdings, LLC (the' "Buyer").
WITNESSETH:
WHEREAS, this Agreement is being entered into in connection with the
transactions contemplated by the Transaction Agreement, dated as of April 17, 2007 (the
"Transaction.AQreement"), by and among the Assignors and the other sellers party
thereto and American Residential Communities LLC (formerly named American
Riverside Communities LLC), and capitalized terms used in this Agreement, but not
defined herein, shall have the meanings given to such terms in the Transaction
Agreement; and
WHEREAS, pursuant to the Transaction Agreement and on the terms and
conditions set forth herein, the Buyer desires to purchase all Acquired Assets and assume
all Assumed Liabilities of the Sellers, and the Sellers desire to sell their Acquired Assets
to the Buyer;
NOW THEREFORE, in consideration of the foregoing and the mutual
premises, covenants and warranties made in this Agreement and of the mutual benefits to
be derived therefrom, the parties hereto agree as follows:
SECTION 1. Sale and Assignment of Acquired Assets. In accordance
with and subject to the terms and conditions of this Agreement and the Transaction
Agreement, each Seller does hereby sell, assign, transfer, convey and deliver, and the
Buyer does hereby purchase, acquire and accept from such Seller, all of such Seller's
right, title and interest to the Acquired Assets, free and clear of any and all Liens except
for Permitted Liens.
SECTION 2. Assumption of Assumed Liabilities. In accordance with
and subject to the terms and conditions of this Agreement and the Transaction
Agreement, the Buyer does hereby assume and accept from each Seller the Assumed
Liabilities of such Seller.
Doc % US 150243343

SECTION 6. Further -Assurances. Each of the parties to this Agreement
agrees that, from time to time before and after the Closing Date, it will execute and
deliver, or use reasonable best efforts to cause its Affiliates to execute and deliver such
further- instruments and documents and take, or cause its Affiliates to take, such further
action as may reasonably be necessary to carry out the purposes and intents of this
Agreement.
SECTION 7. Effect of Agreement. Nothing in this Agreement shall, or
shall be deemed to, modify or otherwise affect any provisions of the Transaction
Agreement oraffector modify any of the rights or obligations of the parties under the
Transaction Agreement. In the event of any conflict between the provisions hereof and
the provisions of the Transaction Agreement, the provisions of the Transaction
Agreement shall govern and control. This Agreement shall be binding upon each Seller
effective immediately upon its execution by the parties hereto:
SECTION 8. Descriptive Headings. The descriptive headings herein are
inserted for convenience only and are not intended to be part of or to affect the meaning
or interpretation of this Agreement.
SECTION 9. Severabilitv. Any term or provision of this Agreement that
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction or other authority
declares that any term or provision hereof is invalid, void or unenforceable, the parties
agree that the court making such determination, to the greatest extent legally permissible,
shall have the power to reduce the scope, duration, area or applicability of the term or
provision, to delete specific words or phrases, or to replace any invalid, void or
unenforceable term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable term or
provision.
SECTION 10. Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given only if (a) delivered personally, (b)
mailed by certified or registered mail with postage prepaid; (c) sent by next -day or
overnight mail or delivery, or (d) sent by fax or telegram, as follows:
(a) if to the Sellers,
c/o Affordable Residential Communities Inc .
7887 E. Belleview Avenue, Suite 200
Ocr, #:US 1 S(F243345

Englewood, Colorado 80111
Fax: [phone]
Attention: Larry D. Willard
Scott L. Gesell
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Fax:[phone]
Attention: Fred B. White, III
(b) if to the Buyer,
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
Fax: [phone]
Attention: Richard Fried
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Fax: [phone] -
Attention: Robert B. Schumer
Jeffrey D. Marell
or, in each case, at such other address as may be specified in writing to the other party.
SECTION 11. Entire Agreement. This Agreement is subject to all of the
terms and conditions set forth in the Transaction Agreement, and together with the
Transaction Agreement (including the Exhibits and Schedules thereto, and the other
documents referred to in Section 11.6 of the Transaction Agreement) constitute the entire
agreement and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to their subject matters.
SECTION 12. Successors and Assigns. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto and their respective successors
and permitted assigns, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other Person any rights, interests, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.
Doe # tJS 150243343 4

SECTION 13. Counterparts. This Agreement may be executed and
delivered (including via facsimile) in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same instrument.
SECTION 14. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STAt b OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-
1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SECTION 15. Venue. Each of the parties (a) consents to submit itself to
the exclusive jurisdiction of the United States District Court for the Southern District of
New York or, if such court does not have jurisdiction, the courts of the State of
New York, in the City of New York, in the event any dispute arises out of this
Agreement, (b) agrees that it shall not attempt to deny or defeat such jurisdiction by
motion or other request for leave from any such court and (c) agrees that it shall not bring
any action relating to this Agreement in any court other than the United States District
Court for the Southern District of New York or the courts of the. State of New York, in
the City of New York. Process in any such suit, action or proceeding may be served on
any party anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that service of process on such
party as provided in Section 10 shall be deemed effective service of process on such
party.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Daci/:US1:5024334.5 J 5

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
AFFORDABLE RESIDENTIAL
COMM t INC.
By:
Na�� .<•�ttL I'll
e: ecntive V ce President
AFFORDABLE RESIDENTIAL
COMMUNITIES LP
By: A'ffonlable Residential Coxmnunities Inc.,
its Gene Partner
Title. Executive %dice President
ARC TRS, INC
By:
NaottL_
c: ice Presiden
ARC/DAM • ► AGEMENT, ITC.
By:
N• r e: etc L. Gesell
isle: ; ice President
{Signature Page to BM of Sale. Assignment and Assumption Agreement]

ARC REAL ESTATE HQ,LDINGS, LLC
By: I/y�'/ ,
e/Sco�.. well
Tits ,f Manager
[Sigaatura Page to Bill of Sale, Assignnuot and Assumption Agreement)

Helix Funds LLC
Helix MHC
investments LLC
Helix MHC, Inc.
(non-member
manager)
5%
ARC BUYER OWNERSHIP STRUCTURE
Helix Investors
(individual
Investors)
95`Yo
Riverside Management
LLC, dba Riverside
Communities
Helix
(RC ARC
Investors LLC)
0% interest
Administrative '
Member
18%
Farallon Capital a
Management, L.L.C.
FSIP II American
(Farallon Special Riverside
Investment Communities
Partners I1, L.P.) Holdings LLC
GEM
(GEM ARC
Investor LLC)
9%
American Residential
Communities JV LLC
{JV) •
Class A Unitholder
and Managing Member
American Bnstdentipt
Commun ties LLG
(Operating Company/
Bu et)
ARC
Real Estate, LLC
'(Guarantor)
Employees MHC Homo Retailer
,Veriniis prdpeny
cldiri in relines
(seepages 9.di'
Rental Homer Landlord
(tar homes purchased
on sr before 713t1D7)
75% 7 25%
Farallon
(American Riverside
Communities Investors, LLC)
73%
0°k, Interest
Member Manag�
Individual
Employee
Linithulders
Class B
Unitholder
ARC Profits Interest LLC
Rental Homer Landlord
(for homes purchased
on or after 0111D7)
Rental Homes
Texas before
7r31Po7
1. atrycrAmMenn Residential Communities LLC was formerly known es Amerloe n Riverside Comment:ma.lV 1.LC Nandi was Peru Amaticen Riverside Communities LLC),
2. Pomaon Capital h1ana ornent LLC. is non-member monger otAme/lcan Rivoride Communities Heidi 19a LLCnnd American Riverside Communities Investors, LLC.
3, All LLCG;aa Delaware limited liahlrly companies.
20f4
Administrative
Committee for
the Plan
0-6
f7F 1.,ccc,
2/3/2000

ARC POST -CONSOLIDATION STRUCTURE
ARC
Are tie
10 LLC
ARC
omm ni
121LC
Cauonwood Grove (TX), Jonesboro (Atlanta
Meadows) (GA), Lakewood Estates (a),
Riverdale (UT), Terrace h (WY), Traemont
(TN), VItls Was1(U I), Weaken Hike (FL)
Camelot (UT), nynenec II (TX), Easy
Living (KS), arendlen Sooner (OK),
Park Plaza (WY), Saddlebrook (SC),
Terrace Heights (IA)
ARC
,ommrniliee
e
Crescentwood Vllego (UT), Needy
Village —AA, PrcWar's Pend (FL),
Pleimiewr (WY). Redwood Velega (UT),
Ridgewood Estates (KS), Soueifart (TX),
Stony Brook North (NC), Viking Vile (LIT)
Falcon Forms (IL), Force( Pork (.NY),
Green Valley Vl6sje (WY), F6eesert
Grove (NC), Rose Country Estates
(Tx)
Blob Ranch (k1O), Chalet City
(TX), Damon Felts (TX),
itermony Reed (CO), Hidden
Acres (MO), Nure:am Ilik
(AR), Oak Cleo (AR).
£toueirad Estates (NE),
Ste oyt.oak (CO), The
Woollens (K8), Vogel Ahura
WIC (MO), Western Para
(AR)
ARC
'emuNtles
11 LLC
llMI V*ley (KS), Connie Jean
(FL), Fennell Vantge (NC),
Mesdowood (KS), Now heel
Lakes (NV), Sunman (UT),
The Meadows (CO)
Deadrlal (kC), LmArint IEctale7
(NC), C'an Amoy (KS), Shaker
Nuwtail (TX), Smoke Creek
(GA), Torrey Hlla (1.11)
ARCI4
FLCV (IC
CV Joduonviil
{FL)
ARC
ommorbtia
13 LLC
ARC
mrm nAle
16 LLC
lienybn Acres (TX), Misty
Winds (TX, PNorslde (UT),
Soul/ridge Estates (IA), Sunset
Ville (UT)
Big Country (MI Country Club
Mobil* Estates (UT), Harper
Wncds (KS), Rockvlow Helyttle
(MO), Wirstanr Mobile Estates
(LIT)
ARC
ssnuuk
17 LLC
Bolneo (ID), Hidden Oaks (TX), Mernere
(GA). Park Ayontw Estates (KS), Riverdale
(Cdorva( Coact) (GA), SKbota Martyr IMO),
Minerk Oohs (TX), Teglewood (IXj
Cedar Creek (KS),
Countryside
Nano(TX), Brittany Place (K8),
Breezerde (WY).
Countryside (KS),
Wage (TN),
Country Club Metter (MO),
Connelly Terrace
Glenview (OK), Miry
Northland
Countryside (CO), Fi Dorado (TX).
(NY), Hower* non
Follow (OK). Preirie
(MO),
Mesquite Omen (TX), Mosquito
(FL), Lakeview
Vitae* (KS), Sweet 77
Pleasant
Meadows (TX), Mesquite Ridge
Estates (UT), Siesta
(KS), Timberland (ON,
Grwe (CO),
(TX), Mountainside Estates (CO),
Iego (Ft.), Spring
West Claud Commons
(KS), Wkiup (C0),
Whew Terrace (IX)
Whatley (FL),
YAWN.?
!Syringe (TX)
Oak Park Where (FL), Shady Creek
(TX), Suggs* Terrace OA),
Westlake (OK), Wheel Estates (Ft.)
Valley Village (NY),
Washington Mobile
Estates (UT)
ARC
armored
3 LLC
Bugle Ridge (TX).
Odtkn Tdunt jr, (TX),
leghlartd Arcs (TX),
Oak Gore (IIJ, Oak
Perk Nlage (TX),
Cads (CO), Roiling
K1s (TX), Sunset
Cooney (CO), Twin
0410 (KS), Villa Weal
(CO)
Crrniege Court Central (FL), Carriage
Court East (re), Castle Acres (IL),
eternal Carders (KS), Cenraysida (OK),
Eastern Vets (OK), El Cludihe (KS), O
Lego (TX). El Lego II (TX), Evergreen
Villge (IA), Onion Spring Vaalay (NC),
kepnacon Valley (CO), Mobile Gardens
(CO), 0akrkkie 6 Stnnegole (OK).
RNerchase (KS), Seerkian (CO),
Sycamore *gone (KS). Wesrnuor (OK)
Cimmare:'n Vrkage
(WY), Dynamic (TX),
Cash/few (WY),
rrnpk,wnod Village
(WY), Ftgoview (WY),
Kimberly CreWW.de
(TX), Navajo Loka
Cstetes (K5), Tegvkw
Tattoos (IA), Weelview
(WY)
Note; AP entitles are Delaware (invited (Iabelly COenpan)es
Modem (((,S).
Cloverleaf (IL),
Golden Rile (0X),
Ovealwko'r Village
(OK), Springdale
Lake (MO), Village
Nadi (TX),
Whispering HIM
(IL)
Burrhvood (OK), Commerce
Heights (CO), Cowboy ((f.)).
Creekekle ( X), Craekside
tales (TX), Hidden Hits (WY),
net ICb (KS), Potlaido (F),
Rhondda (KS), bluely lane
(CO), Terrace (VIA'), Thomlan
Fnleiea (CO), Zsfppe'5 (TX)
3a(R
ARC
Rea( Estate
Holdings, LLC
A1(CMUdn U.
Amber V11hge (TX). Arlington laknnlda (TX), Autumn Forest (NC), Bird,
eJoadowo (NY), Birchwood Farms (MI), Broadmore (IN), Ikoekehlra V1la9a
(VOL B'oohskJ. ((1T), Brookside Vlknge (TX), Carnoc Crossing (SC),
Cosdewood Estates (GA), Casual Estates (NY), Cedar Terrace (IA),
Chisholm Creek (KS), C4I6•nwwocd MHP (NY), Columbia Heights (ND),
Cowley Club Crossing (IA), Crestview (OK), Eagle Creek (TX), Encenlada
(NM), Eetharded Village (IL), Evergreen V(Iinga (UT), Flva Sermons
Davenport (IA), Forest Creek (IN), Golden Valley (GA), Highland (IN),
Huptrord Estates (NY), Hunter Rkle. (GA), Kopper View (UT), Lakcs'dc —
(66,Lakeside —IA, Lakewood- T X, Lard el rok Nolan. (CA), Loveland (CO),
Maadowbrook (CO), Afeadew Gm (TX), Oak Retest (IN), Miss'er, Estates
(TX), Mubeny Heights (1 X), Cetswcod Forest (NC), Overpass Poled MHC
(UT), Pmk [6Anickw (NY), S,w Bevan MHP (NY), pl Mallon Estates (GA),
Presider:re Park (ND), Moil Pun (7X). River Auks Estates (KS), Royal
Crest (NM), Shady HIM (TN), Seward (TX), Seascape (IX), Shawnee Hies
(KS), Sherwood Acres (KS), Sleepy I Idlest (KS), Sling Pins (TX), Slyer
Crock ('A), Saver Loaf (TX), Surest Vllage (TX), Tenet Crossing (TX), The
Pines (SC), Twin pies (IN), Valley Wei de (NM), VIM (MI), Wasiangtanvele
Manor (NY), Western Mobile Estates (CT), Willow Creek Estates (UT).
Woodloka (NC), Wooda:ds at Kennesaw (GA)
ARC
JarK
LLC
Cedar Keel (IA)
ARC
Iy
LLC
Method Lake (IL)
ARC
1061 0I LC
Ueerpoint(FL)
i ARC
10r1 )N LLC
Shadow H)it
(FL)
ARC
FLMC LLC
Maproiia Cries
(FL)
ARC
FLSV LLC
Satdaw'nd
Village (FL)
213/2009

etaware
First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "AMERICAN RIVERSIDE
COMMUNITIES LLC", CHANGING ITS NAME FROM "AMERICAN RIVERSIDE
COMMUNITIES LLC" TO "AMERICAN RIVERSIDE COMMUNITIES JV LLC",
FILED IN THIS OFFICE ON THE FIFTH DAY OF JULY, A.D. 2007, AT
4:36 O'CLOCK P.M.
4328382 8100
070785236'
Harriet Smith Windsor, Secretary of State
AUTHENTICATION : 5821317
DATE : 07-06-07

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
AMERICAN RIVERSIDE COMMUNITIES LLC
PURSUANT TO SECTION 18-202 OF THE
DELAWARE LIMITED LIABILITY COMPANY ACT
State of Delaware
Secretary of State
Division of -Corporations
Delivered 04:39 PM 07/05/2007
FILED 04:36 PM 07/05/2007
SRV 070785236-4328382 FILE
1. The present name of the Limited liability company is American Riverside
Communities LLC.
2. The Certificate of Formation is hereby amended to change Article "FIRST" of the
Certificate of Formation to read as follows:
"FIRST. The name of the limited liability company (hereinafter called the
"limited liability company") is American Riverside Communities JV LLC."
The undersigned, an authorized person of the limited liability company, executes
this Certificate of Amendment on July 5, 2007.
AMERICAN RIVERSIDE COMMUNITIES LLC
By: Farallon Capital Management, L.L.C., its
Manager
Zvi

re
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRr1E AND CORRECT
COPY OF THE CERTIFICATE OF AMENDI1NT OF "AMERICAN RIVERSIDE
COMMUNITIES JV LLC", CHANGING ITS NAME FROM "AMERICAN RIVERSIDE
COMMUNITIES JV LLC" TO "AMERICAN RESIDENTIAL COMMUNITIES LLC",
.FILED IN THIS OFFICE ON THE TWENTY—THIRD DAY OF JULY, A. D. 2007,
AT 3:39 O'CLOCK P.M.
432838.2 8100
070842006
Harriet Smith Windsor. Secretary of State
AUTHENTICATION: 5865372
DATE: 07-23-07

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OR
3trite of aelaarda+e
Sacsat-41-y of State
Div .,9. Ci= or Cozparations
17e=CD 03 3.9 PM 07/23/200707
SRV 070842006 - 4328382 Firs
AMERICAN RIVERSIDE COMMUNITIES IV LLC
PURSUANT TO SECTION 18-202 OF THE
DELAWARE LIMITED LIABILITY COMPANY ACT
* t a
1. The present name of the limited liability company is American Riverside
Communities JV LLC.
2. The Certificate of Formation is itercbyemncndcd to change Article "FIRST" of the
Certificate of Formation to read as follows:
"FIRST. The name of the limited liability company (hereinafter called the
"limited liability company") is Anie ican Residential Communities LW."
The undersigned, an authorized person of the limbed liability company, executes
this Certificate of Amendment on.July ,, 21307.
AMERRICAN RIVERSIDE, COMMUNITIES JV
LLC
Dockt4S1:4023S722
By: Farallon Capital Management, i,.L.C., its
Manager
E
By:
Name: ruAk C. wrtm `r
Title: Managing Member