EXHIBIT 10.07

PURCHASE AND SALE AGREEMENT

                THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is executed as of February 7, 2006 (the “Execution Date ”), by and between AMLI at Castle Creek, L.P., a Delaware limited partnership, and AMLI Residential Properties L.P., a Delaware limited partnership (together, “ Seller ”), and NTS Realty Holdings Limited Partnership, a Delaware limited partnership (“ Buyer ”).

W I T N E S S E T H:

                In consideration of the mutual covenants and agreements set forth herein Seller and Buyer agree as follows:

ARTICLE 1 - DEFINITIONS

                As used herein, the following terms shall have the following meanings:

                “ business day ” shall mean any day other than Saturday, Sunday, any Federal holiday, or any holiday in the State of Indiana. If any period expires on a day which is not a business day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a business day, such period shall expire on or be extended to, as the case may be, the next succeeding business day.

                “ Buyer’s Reports ” shall mean the results of any examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations prepared by or for or otherwise obtained by any Buyer’s Representatives in connection with Buyer’s Due Diligence.

                “ Buyer’s Representatives ” shall mean Buyer and any officers, directors, employees, agents, representatives and attorneys of Buyer.  

                “ Closing ” shall mean the closing of the Transaction.

                “ Closing Date ” shall mean March 23, 2006.

                “ Closing Documents ” shall mean all documents and instruments executed and delivered by Buyer or Seller pursuant to the terms of this Agreement in connection with the Closing, including (without limitation) the documents and instruments required pursuant to the terms of Article 7 .

                “ Confidential Materials ” shall mean any records or files (whether in a printed or electronic format) that consist of or contain any of the following: attorney or accountant work product; attorney-client privileged documents; internal correspondence of Seller, any direct or indirect owner of any beneficial interest in each respective Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Seller, each Seller’s respective property manager or any direct or indirect owner of any beneficial interest in each respective Seller which such party deems proprietary or confidential.

                “ Contracts ” shall mean those service, supply, maintenance, and utility agreements, equipment leases, and other contracts and agreements relating to the Real

Property and the Personal Property that are identified in Exhibit B attached hereto and incorporated herein by this reference, together with any additional contracts and agreements entered into in accordance with the terms of Section 10.2 hereof, as the same may be modified or terminated in accordance with the terms of Section 10.2 .

                “ Deposit ” shall mean the sum(s) to be deposited by Buyer in accordance with the terms of Section 3.1 hereof.

                “ Documents ” shall mean the documents and instruments applicable to the Property or any portion thereof that any of the Seller Parties deliver or make available to any Buyer’s Representatives prior to Closing or which are otherwise obtained by any Buyer’s Representatives prior to Closing, including (without limitation) the Title Commitment, the Survey, the Title Documents, the Property Documents, the Financial Data and any Rent Roll.

                “ Due Diligence ” shall mean examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations with respect to the Property, including (without limitation) examination and review of title matters, applicable land use and zoning Laws and other Laws applicable to the Property, the physical condition of the Property, and the economic status of the Property.

                “ Due Diligence Period ” shall mean the period commencing on the Letter Date and expiring at 5:00 p.m. EST on February 25, 2006.

                “ Financial Data ” shall mean unaudited income statements relating to the operation of the Property for calendar years 2003, 2004 and 2005 and year to date 2006.

                “ Intangible Property ” shall mean, collectively, Seller’s interest in and to all of the following, if and only to the extent the same may be assigned or quitclaimed by Seller: (i) the Contracts, to the extent that the same are in effect as of the Closing Date, (ii) any licenses, permits and other written authorizations necessary for the use, operation or ownership of the Real Property, (iii) any guaranties and warranties in effect with respect to any portion of the Real Property or the Personal Property as of the Closing Date, and (iv) the right to use the name Castle Creek and Lake Clearwater in connection with the Real Property, but specifically excluding any trademarks, logos, trade colors, service marks, and trade names of Seller, including all derivations of the name “AMLI”.

                “ Laws ” shall mean all municipal, county, state or federal statutes, codes, ordinances, laws, rules or regulations applicable to the Property.

                “ Leases ” shall mean all leases of all or any part of the Real Property in effect on the Closing Date and identified in the Assignment of Leases (as that term is defined in Section 7.3 hereof).

                “ Letter Date ” shall mean January 26, 2006, the date on which the letter of intent with regard to this Transaction was executed by Seller and Buyer.

                “ Liabilities ” shall mean any and all claims, demands, liabilities, damages, obligations, fines, penalties, costs and expenses, including (without limitation) reasonable attorneys’fees and disbursements.

                “ Major Damage/Condemnation ” shall mean:

                          (a)    any condemnation or eminent domain proceeding that occurs after the Execution Date, if and only if the portion of the Real Property that is the subject of such proceedings has a value in excess of Five Hundred Thousand Dollars ($500,000.00) for the Real Property known as AMLI at Castle Creek or Five Hundred Thousand Dollars ($500,000.00) for the Real Property known as AMLI at Lake Clearwater, as reasonably determined by Buyer; and

                          (b)    any damage or destruction that occurs after the Execution Date, if and only if either (i) the damage or destruction is an uninsured casualty, unless Seller, in its sole and absolute discretion, elects to give Buyer a credit at Closing for the cost of repair or restoration, which cost shall be agreed to (if at all) within the ten (10) business day period within which Buyer may terminate this Agreement pursuant to Section 12.1 , or (ii) the portion of the Real Property or Personal Property that is damaged or destroyed has a cost of repair that is in excess of Five Hundred Thousand Dollars ($500,000.00) for the Real Property known as AMLI at Castle Creek or Five Hundred Thousand Dollars ($500,000.00) for the Real Property known as AMLI at Lake Clearwater, as reasonably determined by Buyer.

                “ Owner’s Title Policy ” shall mean an ALTA owner’s title insurance policy in the amount of the Purchase Price.

                “ Permitted Exceptions ” shall mean and include all of the following: (a) applicable zoning, building and land use laws, ordinances, rules and regulations, (b) the lien of non-delinquent taxes and assessments, (c) any matters caused by any Buyer’s Representative, (d) the rights of the tenants under the Leases, (e) all matters enumerated in Schedule B of the Title Commitment and all matters shown on the Survey other than those matters specified in Section 4.2 which Seller is obligated to satisfy at Closing and those Title Objections which Seller has elected in writing to Remove as provided in Section 4.2 , and (f) any easement, restriction, covenant, agreement, or other matter affecting title to the Property executed by Seller after the date hereof with the approval (or deemed approval) of Buyer as provided in Section 4.2 .

                “ Personal Property ” shall mean, collectively, (a) the machinery, equipment and other tangible personal property owned by Seller that is located on the Real Property and described in Exhibit C attached hereto and made a part hereof, and (b) all records and files of Seller relating to the operation and maintenance of the Real Property or to the Leases, but specifically excluding from the items described in clause (b) any Confidential Materials, all invoices, cancelled checks and bank statements relating to any period prior to the Closing Date, tax records of Seller and any computer software that is licensed to Seller.

                “ Property ” shall mean, collectively, the Real Property, the Personal Property, Seller’s interest as landlord in all Leases, and the Intangible Property.

                “ Property Documents ” shall mean, collectively, the Leases and the Contracts.

                “ Purchase Price ” shall mean the sum of Fifty Million and One Dollars ($50,000,001.00), which Purchase Price shall be reasonably allocated between that part of the Property comprising the assets associated with AMLI at Castle Creek and that part of the Property comprising the assets associated with AMLI at Lake Clearwater by written agreement of the parties prior to Closing.

                “ Real Property ” shall mean those certain parcels of real estate commonly known, respectively, as AMLI at Castle Creek and AMLI at Lake Clearwater, and legally described in Exhibit A attached hereto and incorporated herein by this reference, together with all buildings, improvements and fixtures located thereon and all right, title and interest, if any, that Seller may have in and to all rights, privileges and appurtenances pertaining thereto including all of Seller’s right, title and interest, if any, in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto; provided , however , that in the event of any condemnation that occurs after the date hereof, the term “ Real Property ” shall not include any of the foregoing that is taken as a result of any such condemnation proceeding.

                “ Remove ” with respect to any Title Objection shall mean that Seller shall release, correct or satisfy or cause the Title Company to affirmatively insure over (as applicable) such Title Objection at or prior to Closing.

                “ Rent Roll ” shall mean the rent roll with respect to the Real Property identifying (a) each tenant of the Real Property, (b) such tenant’s respective leased premises, (b) the termination date of such tenant’s Lease, (c) the tenant’s rent obligation, (e) the unapplied portion of such tenant’s security or other deposit, (f) the date to which rent is collected and (g) whether such tenant is in default under its Lease. The Rent Roll shall be certified as being true and correct to Seller’s knowledge.

                “ Seller Parties ” shall mean and include, collectively, (a) Seller, (b) its attorneys, (c) Seller’s Broker, (d) each Seller’s respective property manager, (e) any direct or indirect owner of any beneficial interest in each respective Seller, and (f) the respective officers, directors, employees, or agents of each respective Seller, each Seller’s respective property manager or any direct or indirect owner of any beneficial interest in each respective Seller.

                “ Seller’s Broker” shall mean Tikijian Associates.

                “ Seller’s knowledge ” or words of similar import shall refer only to the current actual (as opposed to implied or constructive) knowledge of (a) Fred Shapiro, the Senior Vice President/Acquisitions, (b) Christine Eash, the Regional Vice President, (c) Matthew Jones, the Regional Manager, and (d) the respective on-site property managers of AMLI at Castle Creek and AMLI at Lake Clearwater, as to each such respective property only (the “ Knowledge Parties ”) and shall not be construed to refer to the knowledge of any other Seller Party or to impose or have imposed upon any Knowledge Party any duty to investigate the matters to which such knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of any Knowledge Party arising out of any of the Seller’s Warranties.

                “ Seller’s Warranties ” shall mean Seller’s representations and warranties set forth in Section 9.2 and as remade by Seller as of the Closing Date, as such representations and warranties may be modified or waived or deemed waived by Buyer pursuant to the terms of this Agreement.

                “ Survey ” shall mean (a) for AMLI at Castle Creek, the ALTA/ACSM Land Title survey prepared by American Consulting, Inc., as Job No. 2005.1115, dated December 28, 2005 and certified by Edward J. Sweetland, Registered Land Surveyor #29900000, and (b) as to AMLI at Lake Clearwater, the ALTA/ACSM Land Title survey prepared by American Consulting, Inc., as Job No. 2005.1116, dated December 28, 2005, and certified by Bryan J.

Moll, Professional Land Surveyor #20500012, copies of which have been delivered to Buyer by Seller.

                “ Title Commitment ” shall mean (a) for AMLI at Castle Creek, the commitment to issue an owner’s policy of title insurance dated October 14, 2005, issued by the Title Company as Commitment No. NCS-205292-CHI 1, and (b) as to AMLI at Lake Clearwater, the commitment to issue an owner’s policy of title insurance dated October 28, 2005, issued by the Title Company as Commitment No. NCS-205301-CHI 1, copies of which have been delivered to Buyer by Seller.

                “ Title Company ” shall mean First American Title Insurance Company.

                “ Title Documents ” shall mean all documents referred to in Schedule B of the Title Commitment as exceptions to coverage.

                “ Title Objections ” shall mean any exceptions to coverage enumerated in Schedule B of the Title Commitment and any matters shown on the Survey to which Buyer timely objects in accordance with the terms of Section 4.2 .

                “ Transaction ”shall mean the transaction contemplated by this Agreement.

ARTICLE 2 - SALE OF PROPERTY

                Seller agrees to sell, transfer and assign, and Buyer agrees to purchase, accept and assume, subject to the terms and conditions set forth in this Agreement and the Closing Documents, all of Seller’s right, title and interest in and to the Property.

ARTICLE 3 - PURCHASE PRICE

                In consideration of the sale of the Property to Buyer, Buyer shall pay to Seller the Purchase Price as follows:

                 3.1       Earnest Money Deposit . Within three (3) business days after the Execution Date, and as a condition precedent to the effectiveness of this Agreement, Buyer shall deposit in escrow with the Title Company by wire transfer or other immediately available funds the sum of Three Hundred Thousand Dollars ($300,000) (the “ Initial Deposit ”). If Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period as permitted herein, Buyer shall, on the first business day following the expiration of the Due Diligence Period, deposit an additional Six Hundred Thousand Dollars ($600,000) (the “ Additional Deposit ”) in escrow with the Title Company by wire transfer or other immediately available funds. The Initial Deposit and the Additional Deposit, as and when made as required herein, shall be referred to collectively as the “ Deposit .” The Deposit shall be applied against the Purchase Price on the Closing of this Transaction and shall otherwise be held and delivered by the Title Company in accordance with the provisions of Article 13 . If Buyer fails timely to make the Initial Deposit as provided herein, Buyer shall be deemed to have elected to terminate this Agreement, and Seller and Buyer shall have no further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement. If Buyer fails to make the Additional Deposit as and when required herein, Seller may enforce Buyer’s obligation to make the Additional Deposit and sue to collect the same from Buyer, notwithstanding Seller’s termination of this Agreement and receipt of the Initial Deposit pursuant to the following Section 11.1 . Buyer acknowledges and agrees that if it has not terminated this Agreement as of the expiration of the Due Diligence Period, Buyer’s obligation to

make the Additional Deposit shall expressly survive any later termination of this Agreement by Seller for Buyer’s default.

                 3.2       Cash at Closing . On the Closing of this Transaction, Buyer shall (a) pay to Seller by wire transfer or other immediately available funds an amount equal to the balance of the Purchase Price plus and/or minus (as applicable) the Deposit and any other credits, reductions or prorations for which this Agreement provides, and (b) cause the Title Company to simultaneously pay the Deposit to Seller by wire transfer or other immediately available funds.

ARTICLE 4 - TITLE TO REAL PROPERTY

                 4.1       Title to Real Property . Seller has heretofore provided Buyer with a copy of the Survey, the Title Commitment, and copies of all Title Documents.

                 4.2       Title Objections . Prior to the expiration of the Due Diligence Period, Buyer shall give Seller written notice of any Title Objections. Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Objections. If Seller elects not to Remove one or more Title Objections, then Buyer may either (a) terminate this Agreement by written notice to Seller given within five (5) business days after Seller’s election (but in any event prior to the Closing Date), in which event the Title Company shall (i) pay Twenty-five Thousand Dollars ($25,000.00) of the Deposit to Seller and (ii) refund the balance of the Deposit to Buyer, and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

                Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’liens, insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments, and Buyer shall not be obligated to identify the same as a Title Objection.

                If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2 . Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2 .

                From and after the Letter Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business and except for the deeds contemplated by Section 15.17 , unless Buyer has received a copy thereof and has approved the same in

writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrument.

                 4.3       Title Insurance . At Closing, Seller shall cause the Title Company to issue the Owner’s Title Policy to Buyer insuring that fee simple title to the Real Property is vested in Buyer subject only to the Permitted Exceptions, which Owner’s Title Policy shall include a 3.1 zoning endorsement at Seller’s expense. Buyer shall be entitled to request that the Title Company provide such other endorsements to the Owner’s Title Policy as Buyer may reasonably require, provided that (a) such endorsements shall be at Buyer’s cost and shall impose no additional liability on Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the Transaction without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyer’s request; provided, however, nothing herein shall be deemed to preclude Buyer from terminating this Agreement on or before the expiration of the Due Diligence Period in the event the Title Company will not agree to issue any endorsement requested or desired by Buyer.

ARTICLE 5 - BUYER’S DUE DILIGENCE/AS IS SALE

                 5.1       Buyer’s Due Diligence . Seller has heretofore provided Buyer with (a) a Rent Roll with respect to those Leases in effect as of the last day of the calendar month preceding the Letter Date, and (b) the Financial Data. In addition, during the Due Diligence Period (a) Seller will make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, the Leases and Contracts and any other on-site property files of Seller and Seller’s property manager (other than Confidential Materials) and (b) will allow Buyer’s Representatives and Buyer’s consultants and contractors (collectively, the “ Entering Parties ”) access to the Real Property upon reasonable prior notice at reasonable times for the purpose of conducting physical tests and inspections of the Real Property, provided (i) such access does not interfere with the operation of the Real Property or the rights of tenants; (ii) Buyer shall coordinate with Seller and Seller’s property manager prior to each entry on the Real Property by any Entering Parties; (iii) the Entering Parties shall not contact any tenant; (iv) after the expiration of the Due Diligence Period, Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Real Property; and (v) Seller or its designated representative shall have the right to be present during any physical testing of the Real Property and the right to review the scope of the work for any invasive physical tests prior to the performance of such tests by Buyer or its contractors or consultants. Buyer shall address or cause its contractors or consultants to address all reasonable concerns expressed by Seller with respect to such work scope or the manner of the performance of such tests. Buyer shall deliver copies of all Buyer’s Reports to Seller promptly following receipt thereof by Buyer. Upon the completion of any tests or inspections, Buyer shall immediately return the Real Property to the condition existing prior to such tests and inspections. Prior to such time as any Entering Parties enter the Real Property, Buyer shall (i) obtain and cause each of its consultants or contractors to obtain a policy of commercial general liability insurance with limits of not less than $1,000,000 combined single limit for personal injury and property damage, which policy of insurance shall name Seller and Seller’s property managers as additional insureds and shall be issued by an insurance company reasonably acceptable to Seller, and (ii) provide Seller with a certificate of insurance evidencing such insurance policy, which certificate shall provide for ten

(10) days prior written notice to Seller of cancellation or material change in such insurance policy.

                All such tests and inspections of the Real Property shall be at Buyer’s sole expense and shall be in accordance with applicable Laws. Buyer shall cause each of Buyer’s Representatives to be aware of the terms of this Agreement as it relates to the conduct of Buyer’s Due Diligence and the obligations of such parties hereunder.

                Buyer, for itself and on behalf of all other Entering Parties, hereby waives and releases Seller and each of the Seller Parties from all claims resulting directly or indirectly from the entrance upon or inspection of the Real Property by any Entering Parties, including claims caused by or alleged to be caused by the negligence of any Seller Parties (other than the sole negligence or willful misconduct of any Seller Parties). This waiver and release shall survive the termination of this Agreement or the Closing (as applicable).

                 5.2       As Is Sale . Buyer acknowledges and agrees as follows: (a) during the Due Diligence Period, Buyer shall conduct such Due Diligence as Buyer shall deem necessary or appropriate; (b) except for Seller’s Warranties, the Property shall be sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS, WITH ALL FAULTS,” and Buyer for itself and to the extent permitted by law for its successors and assigns hereby waives, releases and discharges Seller from any Liabilities caused by, arising out of or related to the condition of the Property and covenants not to sue Seller for any Liabilities caused by, arising out of, or related to the condition of the Property; (c) except for Seller’s Warranties, none of the Seller Parties have or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Buyer’s Due Diligence; and (d) Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction. The terms of this Section 5.2 shall survive the Closing.

                 5.3       Termination of Agreement During Due Diligence Period . If Buyer, in its sole and absolute discretion, is not satisfied with the results of its Due Diligence during the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller given at any time prior to the expiration of the Due Diligence Period, in which event, the Title Company shall (i) pay Twenty-five Thousand Dollars ($25,000.00) of the Deposit to Seller and (ii) refund the balance of the Deposit to Buyer and thereafter Seller and Buyer shall not have any liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement. In the event Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have waived its rights to terminate this Agreement in accordance with this Article 5 . Buyer and Seller each acknowledge and agree that Buyer shall have no additional period after the expiration of the Due Diligence Period to conduct further Due Diligence.

ARTICLE 6 - ADJUSTMENTS AND PRORATIONS

                The following adjustments and prorations shall be made at Closing:

                 6.1       Rent . All rents payable under the Leases and collected by Seller prior to the Closing Date shall be prorated between Seller and Buyer as of the day prior to the Closing Date. Seller shall be entitled to such rents attributable to any period to but not including the

Closing Date. Buyer shall be entitled to such rents attributable to any period on and after the Closing Date. Rents not collected as of the Closing Date shall not be prorated at the time of Closing.

                After Closing, Buyer shall make a good faith effort to collect on Seller’s behalf any rents for any period prior to the Closing Date and not collected as of the Closing Date and to tender the same to Seller upon receipt; provided , however , that all rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due Buyer under the applicable Lease at the time of collection ( i.e. , current rents and any rents owed to Buyer for any period prior to Buyer’s receipt of payment from the tenant) with the balance (if any) payable to Seller, but only to the extent of amounts actually due Seller. Buyer shall not have an exclusive right to collect the rents due Seller and any other amounts due Seller under the Leases, and Seller hereby retains its rights to pursue claims against any tenant under the Leases or other party for sums due with respect to any period prior to the Closing Date; provided , however , that with respect to any legal proceedings against any tenant under a Lease, Seller (a) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is sixty (60) days after Closing; and (c) shall not be permitted to commence or pursue any legal proceedings seeking eviction of such tenant or the termination of any Lease. The terms of this Section 6.1 shall survive the Closing.

                 6.2       Security Deposits . Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to all unapplied security or other deposits held by Seller under the Leases as of the Closing Date.

                 6.3       Real Estate and Personal Property Taxes . Buyer assumes and agrees to pay so much of the real estate taxes and personal property taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which Closing occurs (the “ Current Year Taxes ”) as shall be allocable to Buyer by proration (based upon the number of days in such calendar year on and after the Closing Date). Seller shall pay (i) all delinquent real estate taxes and personal property taxes, (ii) both installments of real estate taxes and personal property taxes payable during the calendar year in which Closing occurs and (iii) so much of the Current Year Taxes as shall be allocable to Seller by proration (based upon the number of days in such calendar year prior to the Closing Date). Any such taxes which are payable in the calendar year in which Closing occurs but are not due and payable at the time of Closing and the portion of the Current Year Taxes not assumed by Buyer hereunder shall be allowed to Buyer as a credit against the Purchase Price at Closing. If the tax rate and/or assessed value for real estate taxes or personal property taxes which are payable in the calendar year in which Closing occurs but are not yet due and payable at the time of Closing and/or the Current Year Taxes have not been set at the Closing Date, the present tax rate and assessed value shall be used for the purposes of making the adjustments at Closing under this paragraph, and Seller shall not be further liable for such taxes.

                 6.4       Special Assessments . Seller shall pay all installments of special assessments due and payable prior to the Closing Date, and Buyer shall pay all installments of special assessments due and payable on and after the Closing Date; provided , however , that if Seller may elect to pay any special assessment either immediately or under a payment plan with interest, Seller may elect to pay under a payment plan, which election shall be binding on Buyer.

                 6.5       Property Operating Expenses . Operating expenses for the Property shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall pay all utility charges and other operating expenses attributable to the Property to but not including the Closing Date (except for those utility charges and operating expenses payable by tenants in accordance with the Leases), and Buyer shall pay all utility charges and other operating expenses attributable to the Property on or after the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading, and post-closing adjustments between Buyer and Seller shall be made within thirty (30) days after the date that actual consumption for such pre-closing period is determined, which obligation shall survive the Closing. Seller shall not assign to Buyer any deposits which Seller has with any of the utility or service companies servicing the Property. Buyer shall arrange with such companies to have accounts opened in Buyer’s name beginning at 12:01 a.m. on the Closing Date.

                 6.6       Prepaid Expenses . Buyer shall reimburse Seller at Closing for all prepaid expenses relating to the Property which were paid pursuant to Contracts to be assigned to Buyer pursuant to this Agreement to the extent attributable to the period commencing on the Closing Date or thereafter.

                 6.7       Closing Costs . Seller shall pay the following costs and expenses associated with the Transaction: (a) all premiums and charges of the Title Company for the Title Commitment and the Owner’s Title Policy, including a 3.1 zoning endorsement (but excluding all other endorsements requested by Buyer), (b) the cost of endorsements obtained by Seller to Remove Title Objections which Seller has elected in writing to Remove as provided in Section 4.2 or mechanics’ liens which Seller is obligated to satisfy at Closing under Section 4.2 , (c) the cost of the Survey, (d) one-half the fee of the Title Company for closing this Transaction, and (e) the commission due Seller’s Broker.

                Buyer shall pay (a) all charges of the Title Company for endorsements requested by Buyer (other than a 3.1 zoning endorsement), (b) one-half of the fee of the Title Company for closing this Transaction, (c) all costs of Buyer’s Due Diligence, (d) all costs and expenses related to any financing to be obtained by Buyer (including any cost of a mortgagee title policy) and (e) all recording and filing fees for recording/filing the deed and other documents transferring the Property to Buyer.

                The obligations of the parties under this Section 6.7 shall survive the termination of this Agreement or the Closing (as applicable).

                 6.8       Delayed Adjustment; Delivery of Operating and Other Financial Statements . If at any time following the Closing Date, the amount of an item listed in this Article 6 shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing), the party owing money as a result of such error or adjustment shall promptly pay to the other party the sum necessary to correct such error or make such adjustment upon receipt of proof of the same, provided that such proof is received by the party from whom payment is to be made on or before ninety (90) days after Closing. Seller and Buyer shall cooperate in providing information reasonably requested by the other to determine whether any delayed adjustment is necessary. The provisions of this Section 6.8 shall survive the Closing.

ARTICLE 7 - CLOSING

                Buyer and Seller hereby agree that the Transaction shall be consummated as follows:

                 7.1       Closing Date . Closing shall occur on the Closing Date no later than 2:00 p.m. EST at the offices of the Title Company located at 101 West Ohio, Suite 1100, Indianapolis, Indiana. Time is of the essence with respect to the Closing.

                 7.2       Payment of Purchase Price . Subject to all other terms and conditions of this Agreement, Buyer agrees to pay the amount specified in Section 3.2 by delivery of the same to the Title Company no later than 2:00 p.m. EST on the Closing Date. In the event the Title Company has not received the payment specified in Section 3.2 from Buyer by 2:00 p.m. EST on the Closing Date, Seller shall have the right to extend the Closing to the next business day following such date, in which event the proration and adjustments under Article 6 shall be recomputed as of such extended Closing Date. Notwithstanding the foregoing, Seller shall have the right to terminate this Agreement at any time if the payment specified in Section 3.2 is not received by the Title Company from Buyer on the Closing Date.

                 7.3       Seller’s Closing Deliveries . Provided all conditions precedent to Seller’s obligations hereunder have been satisfied and subject to all other terms and conditions of this Agreement, at Closing each Seller shall deliver or cause to be delivered the following documents with respect to the respective Property owned by it:

                          (a)     Deed . A deed in the form of Exhibit D attached hereto and incorporated herein by this reference (“ Deed ”) executed and acknowledged by such Seller.

                          (b)     Bill of Sale . A bill of sale in the form of Exhibit E attached hereto and incorporated herein by this reference (“ Bill of Sale ”) executed by such Seller.

                          (c)     Rent Roll . A Rent Roll with respect to those Leases in effect on the date five (5) days prior to the Closing Date.

                          (d)     Assignment of Tenant Leases . An assignment and assumption of the Leases, in the form of Exhibit F attached hereto and incorporated herein by this reference (“ Assignment of Leases ”) executed by such Seller.

                          (e)     Assignment of Inta