PURCHASE AND SALE CONTRACT

Exhibit 10 O

PURCHASE AND SALE CONTRACT

BETWEEN

PLAINVIEWAPARTMENTS, L.P.,

a South Carolina limited partnership

AS SELLER

AND

NTS-PLAINVIEW ASSOCIATES,

a Kentucky limited partnership

AS PURCHASER

PLAINVIEWAPARTMENTS

Table of Contents

PURCHASE AND SALE CONTRACT

THIS PURCHASE AND SALE CONTRACT (this " Contract ") is entered into as of the 6 ^th day of April, 2009 (the " Effective Date "), by and between PLAINVIEW APARTMENTS, L.P., a South Carolina limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (" Seller "), and NTS-PLAINVIEW ASSOCIATES, a Kentucky limited partnership, having a principal address at 1000 Stone Spring Way, Louisville, Kentucky 40223 (" Purchaser ").

NOW, THEREFORE, in consideration of mutual covenants set forth herein, Seller and Purchaser hereby agree as follows:

RECITALS

A.        Seller owns the real estate located in Jefferson County, Kentucky, as more particularly described in Exhibit A attached hereto and made a part hereof, and the improvements thereon, commonly known as Plainview Apartments.

B.         Purchaser desires to purchase, and Seller desires to sell, such land, improvements and certain associated property, on the terms and conditions set forth below.

Article I
DEFINED TERMS

Unless otherwise defined herein, any term with its initial letter capitalized in this Contract shall have the meaning set forth in Schedule 1 attached hereto and made a part hereof.

Article II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

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

2.2               Purchase Price and Deposit .  The total purchase price (" Purchase Price ") for the Property shall be an amount equal to $21,035,000.00, payable by Purchaser, as follows:

2.2.1         No later than two (2) Business Days after Effective Date, Purchaser shall deliver to Fidelity National Title, 8450 East Crescent Parkway, Suite 410 Greenwood Village, Colorado 80111, Attention: Valena Bloomquist, Telephone: (720) 200-1200, Facsimile: (303) 292-3752 (" Escrow Agent ") an initial deposit (the " Initial Deposit ") of $225,000.00 by wire transfer of immediately available funds (" Good Funds "). 

2.2.2         No later than one (1) Business Day after the day on which the Feasibility Period expires, Purchaser shall deliver to Escrow Agent an additional deposit (the " Additional Deposit ") of $200,000.00 by wire transfer of Good Funds. 

2.2.3         At the Closing, subject to the occurrence of the Junior Loan Assumption and Release, Purchaser shall receive a credit against the Purchase Price in the total amount of the outstanding principal balance of the Junior Note, together with all accrued but unpaid interest (if any) thereon, as of the Closing Date, which total amount is as of the Effective Date $15,336,151.57 (the " Junior Loan Balance ").

2.2.4         The balance of the Purchase Price for the Property, after application of the credit for the Junior Loan Balance and subject to the prorations provided for in this Contract, shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 3:00 p.m. Eastern Time on the Closing Date.

2.3               Escrow Provisions Regarding Deposit . 

2.3.1         Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract.  Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.  The Deposit shall be refundable to Purchaser during the Feasibility Period as provided in Section 3.2 .  After the expiration of the Feasibility Period the Deposit shall be non-refundable to Purchaser except as otherwise provided in this Contract. 

2.3.2         Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the Closing Date, at which time the Deposit shall be applied against the Purchase Price, (ii) the time that the Deposit is released to Seller pursuant to Section 10.1 or Purchaser pursuant to Section 10.2 or (iii) the date on which Escrow Agent shall be authorized to disburse the Deposit as set forth in Section 2.3.3 .  If this Contract is terminated by Purchaser in accordance with Section 3.2 , Escrow Agent shall return the Initial Deposit to Purchaser within one (1) Business Day of such termination provided that Purchaser has complied with the requirements of Section 3.5.2 regarding return or destruction of the Materials.  The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.

2.3.3         Except where this Contract is terminated by Purchaser in accordance with Section 3.2 , if prior to the Closing Date either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand.  If Escrow Agent does not receive a written objection from the other party to the proposed payment within 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment.  If Escrow Agent does receive such written objection within such 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator's decision.  However, Escrow Agent shall have the right at any time to deliver the Deposit and interest thereon, if any, with a court of competent jurisdiction in the state in which the Property is located.  Escrow Agent shall give written notice of such deposit to Seller and Purchaser.  Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.  Any return of the Deposit to Purchaser provided for in this Contract shall be subject to Purchaser's obligations set forth in Section 3.5.2 . 

2.3.4         The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence.  Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney's fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.

2.3.5         The parties shall deliver to Escrow Agent an executed copy of this Contract.  Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent's agreement to comply with the terms of Seller's closing instruction letter delivered at Closing and the provisions of this Section 2.3 .

2.3.6         Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the " Code "), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code.  Further, Escrow Agent agrees to indemnify and hold Purchaser, Seller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent's failure to file the reports Escrow Agent is required to file pursuant to this section.

Article III
FEASIBILITY PERIOD

3.1               Feasibility Period .  Subject to the terms of Sections 3.3 and 3.4 and the rights of Tenants under the Leases, from the Effective Date to and including the date which is thirty (30)     days after the Effective Date (the " Feasibility Period "), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, accountants, lenders and employees (collectively, " Consultants ") shall, at no cost or expense to Seller, have the right from time to time to enter onto the Property to conduct and make any and all customary studies, tests, examinations, inquiries, inspections and investigations of or concerning the Property, review the Materials and otherwise confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property and Purchaser's intended use thereof (collectively, the " Inspections "). 

3.2               Expiration of Feasibility Period .  If Purchaser shall be unsatisfied with the Property or determine that it is not feasible for it to Purchase the Property for any reason, or for no reason whatsoever, in Purchaser's sole and absolute discretion, then Purchaser shall have the right to terminate this Contract by giving written notice to that effect to Seller and Escrow Agent no later than 5:00 p.m. Eastern Time on the date of the expiration of the Feasibility Period.  If Purchaser provides such notice, this Contract shall terminate and be of no further force and effect, except for the Survival Provisions and as expressly provided in this Contract, and Escrow Agent shall return the Initial Deposit to Purchaser.  If Purchaser fails to provide Seller with written notice of termination prior to the expiration of the Feasibility Period, Purchaser's right to terminate under this Section 3.2 shall be permanently waived, this Contract shall remain in full force and effect and the Deposit shall be non-refundable except as provided in this Contract.

3.3               Conduct of Investigation .  Purchaser shall not permit any mechanics' or materialmen's liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any Inspections conducted by or for Purchaser.  Purchaser shall give reasonable advance notice to Seller prior to any entry onto the Property and shall permit Seller to have a representative present during all Inspections conducted at the Property.  Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the Inspections, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons, property or the environment.

3.4               Purchaser Indemnification . 

3.4.1         Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller's sole discretion), defend (with counsel reasonably approved by Seller) Seller, together with Seller's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, Community Manager and AIMCO (collectively, including Seller, " Seller's Indemnified Parties "), from and against any and all damages, mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys' fees, including the cost of appeals) (collectively, " Losses ") arising from or related to Purchaser's or its Consultants' entry onto the Property, and any Inspections or other acts by Purchaser or Purchaser's Consultants with respect to the Property during the Feasibility Period or otherwise.  Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that if Purchaser proceeds with the acquisition of the Property after the expiration of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and Seller's and Purchaser's rights and obligations with respect thereto shall be governed by the terms of this Contract, including, without limitation, Section 6.2 . 

3.4.2         Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on the Property without Seller's prior written consent, which consent may be withheld in Seller's sole discretion.  Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of the Property), investigations and other matters that in Seller's reasonable judgment could result in any injury to the Property or breach of any contract, or expose Seller to any Losses or violation of applicable law, or otherwise adversely affect the Property or Seller's interest therein.  Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser's or its Consultants' activities pursuant to this Section.  No consent by Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller.  Purchaser hereby agrees to restore, at Purchaser's sole cost and expense, the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this Article III .  Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $2,000,000.00 for injury or death to more than one person and $1,000,000.00 with respect to property damage, and (b) worker's compensation insurance for all of their respective employees as required by the law of the state in which the Property is located.  Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Seller (in the form of a certificate of insurance) prior to Purchaser's or Purchaser's Consultants' entry onto the Property.

3.5               Property Materials . 

3.5.1         Within three (3) days after the Effective Date, and to the extent the same exist and are in Seller's possession or reasonable control (subject to Section 3.5.2 ), Seller agrees to make the documents set forth on Schedule 3.5 (together with any other documents or information provided by Seller or its agents to Purchaser with respect to the Property, the " Materials ") available at the Property for review and copying by Purchaser at Purchaser's sole cost and expense.  In the alternative, at Seller's option and within the foregoing time period, Seller shall deliver to Purchaser any Materials not made available at the Property, or make the same available to Purchaser on a secure web site.

3.5.2         In providing the Materials to Purchaser, other than Seller's Representations, Seller makes no representation or warranty, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded and disclaimed.  Except as expressly provided in Seller's Representations, all Materials are provided for informational purposes only and, together with all Third-Party Reports, shall be returned by Purchaser to Seller (or the destruction thereof shall be certified in writing by Purchaser to Seller) as a condition to return of the Deposit to Purchaser if this Contract is terminated for any reason.  Except as may be expressly provided in this Contract, the Materials delivered or made available by Seller pursuant to this Contract may not be complete or constitute all of such documents which are in Seller's possession or control, but are those that are readily and reasonably available to Seller.  Except with regard to Seller's Representations, Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Materials and will instead in all instances rely exclusively on its own Inspections and Consultants with respect to all matters which it deems relevant to its decision to acquire, own and operate the Property.

3.5.3         Seller shall deliver to Purchaser, together with Seller's executed signature pages to this Contract, the most recent rent roll for the Property listing the move-in date, monthly base rent payable, lease expiration date and unapplied security deposit for each Lease (the " Rent Roll ").  Seller makes no representations or warranties regarding the Rent Roll other than the express representation set forth in Section 6.1.6 .  

3.6               Property Contracts .  On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to Seller (the " Property Contracts Notice ") specifying any Property Contracts which Purchaser desires to terminate at the Closing (the " Terminated Contracts "); provided that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated Contracts, (b) if any such Property Contract cannot by its terms be terminated at Closing, it shall be assumed by Purchaser and not be a Terminated Contract, and (c) to the extent that any such Terminated Contract requires payment of a penalty, premium, or damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, penalties, or damages, including liquidated damages.  If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts and Purchaser shall assume all Property Contracts at the Closing.  If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall prepare a vendor termination notice (in the form attached hereto as Exhibit F ) for each Terminated Contract informing the vendor(s) of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the " Vendor Terminations ").  Seller shall sign and deliver the Vendor Terminations to all applicable vendors on the Closing Date.  To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Seller shall attempt to obtain from each applicable vendor a consent (each a " Required Assignment Consent ") to such assignment.  Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser's sole discretion), defend (with counsel reasonably approved by Purchaser) Purchaser and Purchaser's affiliates, parents, subsidiaries, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives and agents (collectively, " Purchaser's Indemnified Parties ") from and against any and all Losses arising from or related to Seller's failure to obtain any Required Assignment Consent.

Article IV
TITLE

4.1               Title Documents .  During the Feasibility Period, Purchaser shall obtain from Commonwealth Land Title Insurance Company, 9510 Ornsby Station Road, Louisville, Kentucky 40223, Attention: Andrew B. Cox (" Title Insurer ") a standard form commitment or preliminary title report (" Title Commitment ") to provide an American Land Title Association owner's title insurance policy for the Property, using the ALTA 2006 form of policy, in an amount equal to the Purchase Price (the " Title Policy "), together with copies of all instruments identified as exceptions therein (together with the Title Commitment, referred to herein as the " Title Documents ").  Purchaser shall be solely responsible for payment of all costs relating to procurement of the Title Commitment, the Title Policy, and any requested endorsements.  Purchaser shall coordinate with Escrow Agent to cause the Title Policy to be issued by Title Insurer.

4.2               Survey .  Purchaser may, at its sole cost and expense, obtain a new survey of the Property prior to the expiration of the Feasibility Period in a form satisfactory to Purchaser (such new or updated survey is referred to herein as the " Survey "). 

4.3               Objection and Response Process .  On or before the date which is twenty five (25) days after the Effective Date (the " Objection Deadline "), Purchaser shall give written notice (the " Objection Notice ") to the attorneys for Seller of any matter set forth in the Title Documents and the Survey to which Purchaser objects (the " Objections ").  If Purchaser fails to tender an Objection Notice on or before the Objection Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters included in the Title Documents and the Survey.  On or before the date which is twenty eight (28) days after the Effective Date (the " Response Deadline "), Seller may, in Seller's sole discretion, give Purchaser notice (the " Response Notice ") of those Objections which Seller is willing to cure, if any.  If Seller fails to deliver a Response Notice by the Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve any matter set forth in the Objection Notice.  If Purchaser is dissatisfied with the Response Notice or the lack of Response Notice, Purchaser may, as its exclusive remedy, exercise its right to terminate this Contract prior to the expiration of the Feasibility Period in accordance with the provisions of Section 3.2 .  If Purchaser fails to timely exercise such right, Purchaser shall be deemed to accept the Title Documents and Survey with resolution, if any, of the Objections set forth in the Response Notice (or if no Response Notice is tendered, without any resolution of the Objections) and without any reduction or abatement of the Purchase Price. 

4.4               Permitted Exceptions .  The Deed delivered pursuant to this Contract shall be subject to the following, all of which shall be deemed " Permitted Exceptions ":

4.4.1         All matters shown in the Title Documents and the Survey, other than (a) those Objections, if any, which Seller has agreed to cure pursuant to the Response Notice under Section 4.3 , (b) the standard exception regarding the rights of tenants as tenants only under unrecorded leases, which shall be limited to those parties in possession pursuant to the Leases, and (c) the standard exception pertaining to taxes, which shall be limited to taxes and assessments payable for the year in which the Closing occurs and subsequent taxes and assessments;

4.4.2         The Senior Encumbrances (as hereinafter defined);

4.4.3         The Junior Encumbrances (as hereinafter defined);

4.4.4         Applicable zoning and governmental regulations and ordinances; and

4.4.5         Any defects in or objections to title to the Property, or title exceptions or encumbrances, arising by, through or under Purchaser.

4.5               Existing Loans .  

4.5.1         Description of Senior Loans .  Purchaser acknowledges that the Property presently is encumbered by certain loans (collectively, the " Senior Loans ") made to Purchaser by Nationwide Life Insurance Company and West Coast Life Insurance Company (collectively and together with their successors and assigns, " Senior Lender "), that certain Mortgage, Security Agreement and Fixture Financing Statement dated November 6, 1995 and recorded in the public records of Jefferson County, Kentucky at Book 3965 Page 910 (the " Senior Mortgage ") and certain other security and related documents in connection with the Senior Loans (collectively, the " Senior Encumbrances ").  The Senior Loans are evidenced by that certain Promissory Note A dated November 6, 1995 in the original principal amount of $6,600,000.00 and that certain Promissory Note B dated November 6, 1995 in the original principal amount of $750,000.00 (collectively, the " Senior Notes "; and together with the Senior Mortgage, the Senior Encumbrances and any other documents executed by Seller or Purchaser in connection with the Senior Loans, the " Senior Loan Documents "), executed by Purchaser and payable to the order of Senior Lender.

4.5.2         Description of Junior Loan .  Purchaser acknowledges that the Property is encumbered by that certain loan (the " Junior Loan ") made to Seller by Purchaser, that certain Amended, Restated and Substituted Second Mortgage dated November 6, 1995 and recorded in the public records of Jefferson County, Kentucky at Book 3965 Page 957 (the " Junior Mortgage ") and certain other security and related documents in connection with the Junior Loan (collectively, the " Junior Encumbrances ").  The Junior Loan is evidenced by that certain Amended, Restated and Substituted Mortgage Note dated November 6, 1995 in the stated principal amount of $14,500,000.00 (the " Junior Note ," and together with the Junior Mortgage, the Junior Encumbrances and any other documents executed by Seller in connection with the Junior Loan, the " Junior Loan Documents "), executed by Seller and payable to the order of the Purchaser.

4.5.3         Release of Senior Loans . 

4.5.3.1             Purchaser shall at all times be responsible for all payment and other obligations in accordance the terms of the Senior Notes and such payment and other obligations shall not be affected by the terms or performance of this Contract.  On or before the Closing Date, Purchaser, at no cost or expense to Seller, shall be solely responsible for paying off the outstanding principal balance of the Senior Notes together with all interest accrued under the Senior Notes, causing the Senior Encumbrances to be released of record and causing Senior Lender to fully release Seller as well as any of Seller's guarantors and other parties obligated on behalf of Seller under the Senior Loan Documents, from all obligations accruing under the Senior Mortgage and the Senior Loan Documents (and any related guarantees and letters of credit), if any, on and after the Closing Date (collectively, the " Senior Loan Release ").  Seller acknowledges that it shall remain liable to Senior Lender pursuant to the Senior Mortgage for the period of time prior to the Closing Date. 

4.5.3.2             Purchaser shall pay all fees and expenses (including, without limitation, all servicing fees and charges, transfer fees, assumption fees, prepayment fees, title fees, endorsement fees, and any other fees to release Seller of all liability under the Senior Loan Documents) imposed or charged by Senior Lender or its counsel (such fees and expenses collectively being referred to as the " Senior Loan Release Fees "), in connection with the Senior Loan Release.  Any existing reserves, impounds and other accounts maintained on behalf of Seller in connection with the Senior Loans shall be released in Good Funds to Seller at Closing.

4.5.4         Assumption and Release of Junior Loan .

4.5.4.1             Seller shall give Purchaser a credit against the Purchase Price (as provided in Section 2.2.3 ) in an amount equal to the Junior Loan Balance.  Purchaser shall be responsible for all principal required to be paid under the terms of the Junior Note after Closing, together with all interest accruing under the Junior Note after Closing. 

4.5.4.2             At the Closing, (a) Purchaser shall assume Seller's obligations under the Junior Note and all of the other Junior Loan Documents and accept title to the Property subject to the Junior Mortgage and the Junior Encumbrances, (b) Purchaser shall release Seller, as well as any of Seller's guarantors and other parties obligated on behalf of Seller under the Junior Loan Documents, from all obligations under the Junior Loan Documents (and any related guarantees or letters of credit), including, without limitation, any obligation to make payments of principal and interest under the Junior Note and (c) notwithstanding anything to the contrary in the Junior Loan Documents, Seller shall pay to Purchaser a loan assumption fee in the amount of $130,000.00 (the " Junior Loan Assumption Fee ") (collectively, the foregoing (a), (b) and (c) referred to herein as the " Junior Loan Assumption and Release ").  The Junior Loan Assumption Fee shall be inclusive of any fees and expenses required to be paid by Seller pursuant to the Junior Loan Documents in connection with the Junior Loan Assumption and Release, and Seller shall not be required to pay any other costs or expenses in connection with the Junior Loan Assumption and Release, notwithstanding any provisions of the Junior Loan Documents to the contrary.  Seller acknowledges that it shall remain liable to Purchaser pursuant to the Junior Loan Documents for the period of time prior to the Closing Date.

4.5.4.3             Purchaser acknowledges that, because Purchaser is the lender with regard to the Junior Loan, Purchaser has complete control over whether the Junior Loan Assumption and Release is effected at Closing.  Accordingly, Purchaser, at no cost or expense to Seller, shall diligently prosecute the Junior Loan Assumption and Release, shall satisfy the requirements set forth in Junior Loan Documents to allow for the Junior Loan Assumption and Release and shall fulfill whatever internal procedures and requirements Purchaser may impose on the Junior Loan Assumption and Release.  The Junior Loan and Assumption and Release is not a condition to Purchaser's obligation to Close.  Seller, at no cost or expense to Seller, shall cooperate with Purchaser to effect the Junior Loan Assumption and Release in accordance with the terms of this Contract. 

4.5.4.4             Except for the Junior Loan Assumption Fee, Purchaser shall pay all fees and expenses (including, without limitation, all servicing fees and charges, transfer fees, assumption fees, prepayment fees, title fees, endorsement fees, and other fees to release Seller of all liability under the Junior Loan) imposed or charged by Purchaser or its counsel in connection with the Junior Loan Assumption and Release.  Purchaser shall be responsible for all amounts due and owing under the Junior Loan Documents as a result of the Junior Loan Assumption and Release.  Any existing reserves, impounds and other accounts maintained in connection with the Junior Loan shall be released in Good Funds to Seller at Closing.

4.5.4.5             Purchaser shall be in default under this Contract if Purchaser fails to effect the Junior Loan Assumption and Release at Closing, in which event Seller may terminate this Contract and the Deposit shall be immediately released by the Escrow Agent to Seller.

4.6               Subsequently Disclosed Exceptions .  If at any time after the expiration of the Feasibility Period, any update to the Title Commitment discloses any additional item that materially adversely affects title to the Property which was not disclosed on any version of or update to the Title Commitment delivered to Purchaser during the Feasibility Period (the " New Exception "), Purchaser shall have a period of five (5) days from the date of its receipt of such update (the " New Exception Review Period ") to review and notify Seller in writing of Purchaser's approval or disapproval of the New Exception.  If Purchaser disapproves of the New Exception, Seller may, in Seller's sole discretion, notify Purchaser as to whether it is willing to cure the New Exception.  If Seller elects to cure the New Exception, Seller shall be entitled to reasonable adjournments of the Closing Date to cure the New Exception.  If Seller fails to deliver a notice to Purchaser within two (2) days after the expiration of the New Exception Review Period, Seller shall be deemed to have elected not to cure the New Exception.  If Purchaser is dissatisfied with Seller's response, or lack thereof, Purchaser may, as its exclusive remedy elect either:  (i) to terminate this Contract, in which event the Deposit shall be promptly returned to Purchaser or (ii) to waive the New Exception and proceed with the transactions contemplated by this Contract, in which event Purchaser shall be deemed to have approved the New Exception.  If Purchaser fails to notify Seller of its election to terminate this Contract in accordance with the foregoing sentence within four (4) days after the expiration of the New Exception Review Period, Purchaser shall be deemed to have elected to approve and irrevocably waive any objections to the New Exception. 

4.7               Purchaser Financing .  Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser's acquisition of such funds shall not be a contingency to the Closing.

Article V
CLOSING

5.1               Closing Date .  The Closing shall occur at the time set forth in Section 2.2.4 on the date which is thirty (30) days after the expiration of the Feasibility Period (the " Closing Date ") through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.  The Closing Date may be extended without penalty at the option of Seller to a date not later than forty five (45) days following the Closing Date specified in the first sentence of this paragraph above in order to either accomplish the Senior Loan Release and/or the Junior Loan Assumption and Release or to satisfy the condition set forth in Section 8.2.4 . 

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

5.2.1         Special Warranty Deed (the " Deed ") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions.

5.2.2         A Bill of Sale in the form attached as Exhibit C .

5.2.3         A General Assignment in the form attached as Exhibit D (the " General Assignment ").

5.2.4         An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the " Leases Assignment ").

5.2.5         A closing statement setting forth the prorations and adjustments to the Purchase Price to be made pursuant to this Contract, executed by Seller.

5.2.6         A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 

5.2.7         A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.

5.2.8         Resolutions, certificates of good standing, and such other organizational documents as Title Insurer and Purchaser shall reasonably require evidencing Seller's authority to consummate this transaction.

5.2.9         An updated Rent Roll correct and complete in all material respects and effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1 . 

5.2.10     A list of all current Property Contracts correct and complete in all material respects (the " Property Contracts List ") effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1 .  Except as set forth in Section 6.1.5 , Seller makes no representations or warranties regarding the Property Contracts List.

5.2.11     Tenant Notice Letters countersigned by Seller. 

5.2.12     Any documents or instruments required by Senior Lender in connection with the Senior Loan Release and reasonably acceptable to Seller.

5.2.13     All documents and instruments required by Purchaser in connection with the Junior Loan Assumption and Release and reasonably acceptable to Seller.

5.2.14     Proof of termination as of the Closing Date of any property management agreement entered into by Seller for the Property.

5.3               Purchaser Closing Deliveries .  No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4 ), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items:

5.3.1         The full Purchase Price (with credit for the Deposit, the Junior Loan Assumption Fee and the Junior Loan Balance), plus or minus the adjustments or prorations required by this Contract.

5.3.2         A title affidavit or an indemnity form (pertaining to Purchaser's activity on the Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.

5.3.3         [Intentionally Deleted].

5.3.4         A closing statement setting forth the prorations and adjustments to the Purchase Price to be made pursuant to this Contract, executed by Purchaser.

5.3.5         A countersigned counterpart of the General Assignment.

5.3.6         A countersigned counterpart of the Leases Assignment.

5.3.7         Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G (collectively, " Tenant Notice Letters ”), which shall be delivered to all Tenants by Purchaser immediately after Closing. 

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

5.3.9         Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction.

5.3.10     Fully and properly executed releases or satisfactions of the Senior Loan Documents and the Senior Encumbrances.

5.3.11     All documents and instruments required by Purchaser in connection with the Junior Loan Assumption and Release.

5.4               Closing Prorations and Adjustments . 

5.4.1         General .  All normal and customarily proratable items, including, without limitation, collected rents, operating expenses, personal property taxes, other operating expenses and fees, shall be prorated as of the Closing Date, Seller being charged or credited, as appropriate, for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date, if assumed by Purchaser) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date.  Seller shall prepare a proration schedule (the " Proration Schedule ") of the adjustments described in this Section 5.4 prior to Closing. 

5.4.2         Operating Expenses .  All of the operating, maintenance, taxes (other than real estate taxes), and other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business for the management and operation of the Property, shall be prorated on an accrual basis.  Seller shall pay all such expenses that accrue prior to the Closing Date and Purchaser shall pay all such expenses that accrue from and after the Closing Date.

5.4.3         Utilities .  The final readings and final billings for utilities will be made if possible as of the Closing Date, in which case Seller shall pay all such bills as of the Closing Date and no proration shall be made at the Closing with respect to utility bills.  Otherwise, a proration shall be made based upon the parties' reasonable good faith estimate.  Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and Seller shall notify each utility company serving the Property to terminate Seller's account, effective as of 12:01 a.m. Eastern Time on the Closing Date.

5.4.4         Real Estat