Exhibit 10.72

PURCHASE AND SALE CONTRACT

AMONG

FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP ,
a Florida limited partnership
and
CCIP/3 SANDPIPER, LLC ,
a Delaware limited liability company

AS SELLERS

AND

DT GROUP DEVELOPMENT, INC.,

a California corporation

AS PURCHASER

Properties:

Solana Vista

5801 Fisherman’s Drive, Bradenton, FL 32119

Sienna Bay

10501 3 ^rd Street North, St. Petersburg, FL 33716

TABLE OF CONTENTS

Page

EXHIBITS AND SCHEDULES

EXHIBITS

SCHEDULES

PURCHASE AND SALE CONTRACT

THIS PURCHASE AND SALE CONTRACT (this “ Contract ”) is entered into as of the 1 ^st day of May, 2009 (the “ Effective Date ”), by FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP, a Florida limited partnership (the “ Solana Seller ”) and CCIP/3 SANDPIPER, LLC, a Delaware limited liability company (the “ Sienna Seller ”), each having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a “ Seller ” and collectively “ Sellers ”), and DT GROUP DEVELOPMENT, INC., a California corporation, having a principal address at 5355 Cartwright Avenue, Suite 317, North Hollywood, California 91601 (“ Purchaser ”).

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

RECITALS

A.                  Solana Seller owns the real estate located in Manatee County, Florida, as more particularly described in Exhibit A-1 attached hereto and made a part hereof, and the improvements thereon, commonly known as Solana Vista.  Sienna Seller owns the real estate located in Pinellas County, Florida, as more particularly described in Exhibit A-2 attached hereto and made a part hereof, and the improvements thereon, commonly known as Sienna Bay Apartments.

B.                  Purchaser desires to purchase, and each Seller desires to sell, the land, improvements and certain associated property described in this Contract 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 this Schedule 1 attached hereto and made a part hereof.

ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1       Purchase and Sale .

  The Solana Seller agrees to sell and convey the Solana Vista Property to Purchaser and Purchaser agrees to purchase the Solana Vista Property from the Solana Seller, in accordance with the terms and conditions set forth in this Contract.  The Sienna Seller agrees to sell and convey the Sienna Bay Property to Purchaser and Purchaser agrees to purchase the Sienna Bay Property from the Sienna Seller, in accordance with the terms and conditions set forth in this Contract.

2.2       Purchase Price and Deposit .

  The purchase price for the Solana Vista Property shall be Eleven Million ($11,000,000) Dollars and the purchase price for the Sienna Bay Property shall be Seventeen Million Five Hundred Thousand ($17,500,000) Dollars (collectively, the “ Purchase Price ”).  The Purchase Price for the Solana Vista Property and the Sienna Bay Property shall be payable by Purchaser as follows:

2.2.1          Within two (2) Business Days following the Effective Date, Purchaser shall deliver to Stewart Title Guaranty Company c/o Wendy Howell, National Commercial Closing Specialist, 1980 Post Oak Boulevard, Suite 610, Houston, Texas 77056 (tel) 800-729-1906, (fax) 713-552-1703  (“ Escrow Agent ” or “ Title Insurer ”) an initial deposit (the “ Initial Deposit ”) of $425,000 by wire transfer of immediately available funds (“ Good Funds ”).  The Initial Deposit shall be allocated between the Solana Seller and the Sienna Seller as follows:  $250,000 to the Solana Vista Property and $175,000 to the Sienna Bay Property.

2.2.2          On or before the day that the Feasibility Period expires, Purchaser shall deliver to Escrow Agent an additional deposit (the “ Additional Deposit ”) of $175,000 by wire transfer of Good Funds.  The Additional Deposit shall be allocated entirely to the Sienna Bay Property.

2.2.3          At the Closing, subject to the occurrence of the Loan Assumption and Release, Purchaser shall receive a credit against the Purchase Price applicable to each Property in the amount of the outstanding principal balance of the Note applicable to such Property, together with all accrued but unpaid interest (if any) thereon, as of the Closing Date (the “ Loan Balance ”).

2.2.4          The balance of the Purchase Price for each Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 10:00 a.m. on the Closing Date.

2.2.5          The Purchase Price for the Solana Vista Property and the Sienna Bay Property have been established by Purchaser, and Seller has not, in any way, influenced the allocations between the Properties.

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.

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 for each Property according to its allocations set forth in Section 2.2 above, or released to Sellers pursuant to Section 10.1 , or (ii) the date on which Escrow Agent shall be authorized to disburse the Deposit as set forth in Section 2.3.3 .  The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.

2.3.3          If prior to the Closing Date, Purchaser or Sellers’ Representative makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other parties of such demand.  If Escrow Agent does not receive a written objection from another 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 a Property is located.  Escrow Agent shall give written notice of such deposit to Sellers’ Representative and Purchaser.  Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.  Sellers hereby appoint Sellers’ Representative to give and receive notices to Escrow Agent regarding the Deposit.  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 any 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.  Sellers 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, Sellers, 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 June 1, 2009 (the “ Feasibility Period ”), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, “ Consultants ”) shall, at no cost or expense to any Seller, have the right from time to time to enter onto the Properties to conduct and make any and all customary studies, tests, examinations, inquiries, inspections and investigations of or concerning the Properties, review the Materials and otherwise confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Properties and Purchaser’s intended use thereof (collectively, the “ Inspections ”).

3.2       Expiration of Feasibility Period .

  If any of the matters in Section 3.1 or any other title or survey matters are unsatisfactory to Purchaser 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 in its entirety with respect to both Properties (but not in part with respect to one Property) by giving written notice to that effect to Sellers’ Representative and Escrow Agent no later than 5:00 p.m. on or before the date of expiration of the Feasibility Period.  If Purchaser provides such notice, this Contract shall terminate and be of no further force and effect subject to and except for the Survival Provisions, and Escrow Agent shall return the Initial Deposit to Purchaser.  If Purchaser fails to provide Sellers’ Representative 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 and this Contract shall remain in full force and effect, the Deposit shall be non-refundable except in the event of a default by Seller as more fully set forth herein, and Purchaser’s obligation to purchase the Properties shall be conditional only as provided in Section 8.1.

3.3       Conduct of Investigation .

  Purchaser shall not permit any mechanics’ or materialmens’ liens or any other liens to attach to any 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 the applicable Seller prior to any entry onto its Property and shall permit such Seller to have a representative present during all Inspections conducted at its 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 each 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 a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Designated Employees, and AIMCO (collectively, including such 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 in-house counsel and appeals) (collectively, “ Losses ”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise.   Purchaser shall not be held liable for any Losses occurring during the period prior to the Closing Date unless such Losses arise from or are related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property.

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 Sellers’ Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.  If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Sellers’ Representative, which notice shall be accompanied by a reasonably detailed description and plan of the invasive tests Purchaser desires to perform (including the location of any soil penetrations, borings and the like).  Sellers’ Representative shall, within three (3) Business Days after receiving such notice from Purchaser, approve or disapprove such invasive testing.  If Sellers’ Representative fails to respond to Purchaser’s request within such three (3) Business Day period, Sellers’ Representative shall be deemed to have disapproved Purchaser’s request to perform such invasive testing.  Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that in such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise materially adversely affect such Property or such 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’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller.  Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each 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 $3,000,000.00 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 in accordance with the law of the state(s) in which the Properties are located.  Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties, or (ii) the expiration of 5 days after the Effective Date.  

3.5       Property Materials .

3.5.1          Within 10 days after the Effective Date, and to the extent the same exist and are in a Seller’s possession or reasonable control (subject to Section 3.5.2 ), and have not been heretofore provided by a Seller to Purchaser, Seller agrees to make the documents set forth on Schedule 3.5 (together with any other documents or information provided by Sellers or their agents to Purchaser with respect to the Property, the “ Materials ”) relating to its Property available at its Property for review and copying by Purchaser at Purchaser’s sole cost and expense.  In the alternative, at a Seller’s option and within the foregoing time period, such Seller may deliver some or all of its Materials to Purchaser, or make the same available to Purchaser on a secure web site (Purchaser agrees that any item to be delivered by a Seller under this Contract shall be deemed delivered to the extent available to Purchaser on such secured web site).  To the extent that Purchaser determines that any of the Materials have not been made available or delivered to Purchaser pursuant to this Section 3.5.1 , Purchaser shall notify the applicable Seller and such Seller shall use commercially reasonable efforts to deliver the same to Purchaser within 5 Business Days after such notification is received by such Seller; provided, however, that under no circumstances will the Feasibility Period be extended and Purchaser’s sole remedy will be to terminate this Contract pursuant to Section 3.2 .

3.5.2          In providing the Materials to Purchaser, other than Seller’s Representations, each Seller makes no representation or warranty, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded and disclaimed.  All Materials are provided for informational purposes only and, together with all Third-Party Reports, shall be returned by Purchaser to all applicable Sellers or the destruction thereof shall be certified in writing by Purchaser to Sellers’ Representative as a condition to return of the Deposit to Purchaser if this Contract is terminated for any reason.  Recognizing that the Materials delivered or made available by Sellers pursuant to this Contract may not be complete or constitute all of such documents which are in a Seller’s possession or control, but are those that are readily and reasonably available to such Seller, 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 Properties.   Sellers make no representations or warranties regarding the Materials other than the express representation set forth in Section 6.1.5 .

3.5.3          In addition to the items set forth on Schedule 3.5 , no later than 5 Business Days after the Effective Date, each Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1 ) the most recent rent roll for the applicable Property listing the move-in date, monthly base rent payable, lease expiration date and unapplied security deposit for each Lease (the “ Rent Rolls ”).  Sellers make no representations or warranties regarding the Rent Rolls other than the express representation set forth in Section 6.1.6 .  

3.5.4          In addition to the items set forth on Schedule 3.5 , no later than 5 Business Days after the Effective Date, and to the extent same have not been heretofore provided by a Seller to Purchaser, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1 ) a list of all current Property Contracts for the applicable Property (the “ Property Contracts Lists ”).  Sellers make no representations or warranties regarding the Property Contracts Lists other than the express representations set forth in Section 6.1.7 .

3.6       Property Contracts .

  On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “ Property Contracts Notice ”) specifying any Property Contracts of such Seller 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 a Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts with respect to such Seller (or its Property) and Purchaser shall assume all Property Contracts of such Seller at the Closing.  If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall deliver to Seller 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 the Vendor Terminations prepared by Purchaser, and deliver them to Purchaser at Closing. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may attempt to obtain from each applicable vendor a consent (each a “ Required Assignment Consent ”) to such assignment.

ARTICLE IV
TITLE

4.1       Title Documents .

  Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from Title Insurer a commitment for owner’s title insurance with regard to each Property, as follows:  with respect to the Solana Vista Property, file no. 07332875 and with regard to the Sienna Bay Property, file no. 08330233 (each, a “ Title Commitment ”) to provide an American Land Title Association owner’s title insurance policy for such Seller’s Property, using the current policy jacket customarily provided by the Title Insurer, in an amount equal to that Property’s 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 responsible for payment of (a) one-half of the premiums for the Title Policy and (b) all other costs relating to procurement of the Title Commitment and any requested endorsements with respect to each of the Properties.  Seller shall be responsible for one-half of the premiums for the Title Policy.

4.2       Survey .

  Purchaser acknowledges that, prior to the Effective Date, each Seller has delivered to Purchaser a copy of the existing survey of each Property.  The existing survey for the Solana Vista Property is dated June 17, 2008 and was prepared by Bock & Clark Corp.; the existing survey for the Sienna Bay Property is dated June 9, 2008 and was prepared by American Surveying Inc. (each, an “ Existing Survey ”).  Purchaser may, at its sole cost and expense, order a new or updated survey for each Property either before or after the Effective Date (each such new or updated survey, together with each Existing Survey, is referred to herein as a “ Survey ”).

4.3       Intentionally Omitted . 

4.4       Permitted Exceptions.

  The Deed for each Property delivered pursuant to this Contract shall be subject to the following, all of which shall be deemed “ Permitted Exceptions ”:

4.4.1          (a) All matters set forth on Schedule 4.4 to this Contract ,(b) the title exceptions that Title Insurer shall be willing to (i) omit as exceptions to coverage or (ii) except with affirmative insurance (at no cost to Purchaser) against collection out of or enforcement against the Property with respect to such Title Policy, and omit as exceptions to coverage with respect to any lender’s mortgage insurance policy, (c) the standard exception regarding the rights of parties in possession which shall be limited to those parties in possession pursuant to the Leases, and (d) any exceptions and matter that are approved, waived or deemed to have been approved or waived by Purchaser under this Contract.

4.4.2          The standard exception pertaining to taxes which shall be limited to taxes and assessments payable in the year in which the Closing occurs and subsequent taxes and assessments;

4.4.3          All Leases for such Property;

4.4.4          The Assumed Encumbrances for such Property;

4.4.5          Applicable zoning and governmental regulations and ordinances;

4.4.6          Any defects in title to such Property, or title exceptions or encumbrances, arising by, through or under Purchaser; and

4.4.7          The terms and conditions of this Contract.

Notwithstanding the foregoing, in no event shall any monetary liens or judgments (except as provided in Sections 4.4.2 and 4.4.4 ) affecting the Property be considered a Permitted Exception, unless expressly agreed to in writing by Purchaser.

4.5       Purchaser’s Rights in Respect of Seller Inability to Remove Title Exceptions .

  If a Seller shall be unable to cause title to a Property to be subject only to the Permitted Exceptions, and Purchaser shall not, prior to the Closing Date, give notice to Seller that Purchaser is willing to waive objection to each title exception which is not a Permitted Exception and close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, then such Seller shall have the right, at Seller’s sole election, to either (1) take such action as such Seller shall deem advisable to discharge each such title exception which is not a Permitted Exception or (2) terminate this Contract in its entirety with respect to both Properties (but not in part with respect to one Property).  If such Seller shall elect to take action to discharge each such title exception which is not a Permitted Exception, including pursuant to Section 4.6 below, then such Seller shall be entitled to one or more adjournments of the scheduled Closing Date set forth in Section 5.1 for a period not to exceed thirty (30) days in the aggregate, and the Closing shall be adjourned to a date specified by Seller not beyond such thirty (30) day period.   If, for any reason whatsoever, excluding willful default, such Seller shall not have succeeded in discharging each such title exception at the expiration of such adjournment(s) and if Purchaser shall not, prior to the expiration of the last of such adjournments, give notice to Seller that Purchaser is willing to waive objection to each such title exception and to close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, then this Contract shall be deemed to be terminated in its entirety with respect to both Properties (but not in part with respect to one Property) as of the last date to which the Closing Date was adjourned by Seller pursuant to this Section 4.5 .  No action taken by a Seller to discharge, or attempt to discharge, any purported title exception shall be an admission that any such purported title exception is not a Permitted Exception.  If a Seller elects to proceed under (2) above, then Purchaser shall have the right, by notice to be given within three (3) Business Days after such Seller elects to terminate this Contract, to cancel such termination, waive the objection and close title to both Properties subject thereto without any adjustment to the Purchase Price.

4.6       Subsequently Disclosed Exceptions .

  If at any time after the expiration of the Feasibility Period, an update to any Title Commitment discloses any additional item that materially adversely affects title to the applicable 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 5 days from the date of its receipt of such update (the “ New Exception Review Period ”) to review and notify the applicable Seller in writing of Purchaser’s approval or disapproval of the New Exception.  If Purchaser disapproves of the New Exception, the applicable Seller may, in that Seller’s sole discretion, notify Purchaser as to whether it is willing to cure the New Exception.  If such Seller elects to cure (or cause the Title Insurer to omit as an exception to title insurance coverage or otherwise insure against collection against the Property) the New Exception, Seller shall be entitled to reasonable adjournments of the Closing Date to cure the New Exception.  If such Seller fails to deliver a notice to Purchaser within 3 days after the expiration of the New Exception Review Period, that Seller shall be deemed to have elected not to cure the New Exception.  If Purchaser is dissatisfied with such Seller’s response, or lack thereof, Purchaser may, as its exclusive remedy elect either:  (i) to terminate this Contract in its entirety with respect to both Properties (but not in part with respect to one Property), whereupon the Deposit shall be 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 the Sellers’ Representative of its election to terminate this Contract in accordance with the foregoing sentence within 6 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       Assumed Encumbrances .

4.7.1          Purchaser recognizes and agrees that, in connection with the Loan made by Lender, each Property is encumbered by the applicable Assumed Deed of Trust and the applicable Assumed Encumbrances.  The Loan is evidenced by the Note applicable to such Property.  Within 10 days after the Effective Date, each Seller agrees that it will make available to Purchaser (in the same manner in which such Seller is permitted to make the Materials available to Purchaser under Section 3.5.1 ) copies of the Assumed Loan Documents which are in such Seller’s possession or reasonable control (subject to Section 3.5.2 ).

4.7.2          Purchaser agrees that, at the Closing, (a) Purchaser shall assume the applicable Seller’s obligations under the Note and all of the other applicable Assumed Loan Documents and accept title to each Property subject to the Assumed Deed of Trust and the Assumed Encumbrances applicable to such Property, and (b) the applicable Lender shall release the applicable Seller, as well as any guarantors and other obligated parties under the Assumed Loan Documents, from all obligations under the Assumed Loan Documents (and any related guarantees or letters of credit), including, without limitation, any obligation to make payments of principal and interest under the applicable Note (collectively, the foregoing (a) and (b) referred to herein as the “ Loan Assumption and Release ”).  Purchaser acknowledges and agrees that (x) certain of the provisions of the Assumed Loan Documents may have been negotiated for the exclusive benefit of the applicable Seller, AIMCO or their respective affiliates (the “ Specific AIMCO Provision ”), and (y) unless the Lender otherwise agrees in such Lender’s sole and arbitrary discretion, Purchaser will not be permitted to assume the benefit of the Specific AIMCO Provisions and the same shall be of no further force or effect from and after the Closing Date.

4.7.3          Purchaser further acknowledges that the Assumed Loan Documents require the satisfaction by Purchaser of certain requirements as set forth therein to allow for the Loan Assumption and Release.  Accordingly, Purchaser, at its sole cost and expense and within 21 days after the Effective Date (the “ Loan Assumption Application Submittal Deadline ”), shall satisfy the requirements set forth in the Assumed Loan Documents to allow for each Loan Assumption and Release, including, without limitation, submitting a complete application to the applicable Lender for assumption of each Loan together with all documents and information required in connection therewith (the “ Loan Assumption Application ”).  Purchaser agrees to provide Sellers’ Representative with a copy of each Loan Assumption Application no later than the Loan Assumption Application Submittal Deadline and shall provide evidence of its submission to each Lender on or before the Loan Assumption Application Submittal Deadline.  Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of each Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to such Lender in connection with each Loan Assumption Application.

4.7.4          Purchaser shall comply with Lender’s assumption guidelines in connection with the Loan Assumption and Release and, if required by the Lender, Purchaser shall cause such other person or entity reasonably acceptable to the Lender, to execute and deliver a customary “non-recourse carve-out” guaranty and customary environmental indemnity in favor of Lender.  Purchaser shall be responsible, at its sole cost and expense, for correcting and re-submitting any deficiencies noted by such Lender in connection with a Loan Assumption Application no later than 3 Business Days after notification from such Lender of such deficiency.  Purchaser also shall provide Sellers’ Representative with a copy of any correspondence from a Lender with respect to a Loan Assumption Application no later than 3 Business Days after receipt of such correspondence from such Lender.  Purchaser acknowledges that a Lender’s assumption guidelines may not be consistent with the provisions of the applicable Assumed Loan Documents concerning the Loan Assumption and Release.  Purchaser shall coordinate with such Lender to comply with the appropriate provisions of both the applicable Assumed Loan Documents and such Lender’s assumption guidelines in order to allow for the Loan Assumption and Release.

4.7.5          Purchaser shall pay all fees and expenses (including, without limitation, all servicing fees and charges, transfer fees, assumption fees, title fees, endorsement fees, and other fees to release each Seller of all liability under a Loan) imposed or charged by the Lender or its counsel (such fees and expenses collectively being referred to as the “ Assumption Lender Fees ”), in connection with each Loan Assumption Application and each Loan Assumption and Release.  The provisions of this Section 4.7.5 shall survive the termination of this Contract and the Closing.

4.7.6          Each Seller shall assign all of its right, title and interest in and to all reserves, impounds and other accounts held by Lender in connection with each Loan, and at Closing, Purchaser shall reimburse the applicable Seller in an amount equal to the balance of such reserves, impounds and accounts so assigned.  Additionally, Purchaser shall be responsible for funding any additional or increased reserves, impounds or accounts required by a Lender to be maintained by Purchaser in connection with each Loan after the Loan Assumption and Release (the “ Required Loan Fund Amounts ”).

4.7.7          Purchaser agrees to use commercially reasonable efforts to deliver to each Lender all documents and information required by the Assumed Loan Documents, and such other information or documentation as such Lender reasonably may request, including, without limitation, financial statements, income tax returns and other financial information for Purchaser and any required guarantor.  Each Seller agrees that it will cooperate with Purchaser and the applicable Lender, at no cost or expense to such Seller, in connection with Purchaser’s application to Lender for approval of each applicable Loan Assumption and Release.

4.7.8          If required by Lender, no later than 10 days after the Effective Date, Purchaser shall order a Phase I Environmental study for each Property (prepared by an environmental engineer reasonably acceptable to each applicable Lender), and shall use commercially reasonable efforts to cause the same to be delivered to Sellers’ Representative and Lender no later than 10 days prior to the Closing Date in connection with and as a precondition to a Loan Assumption and Release for each Property.

4.7.9          Purchaser shall use commercially reasonable efforts to obtain the Loan Assumption and Release on or before the date which is forty-five (45) days after the Effective Date (the “ Loan Assumption Approval Period ”).

4.7.9.1       If  Purchaser does not obtain the consent of the Lender to the Loan Assumption and Release on or before the expiration of the Loan Assumption Approval Period, then Purchaser shall have the right (the “ Loan Assumption Extension Right ”), exercisable by delivering written notice to Seller not later than three (3) Business Days prior to the expiration of the Loan Assumption Approval Period (the " Loan Assumption Period Extension Notice "), to extend the expiration date of the Loan Assumption Approval Period to the date which is sixty (60) days after the Effective Date for the sole purpose of obtaining Lender's approval of the Loan Assumption and Release.

4.7.9.2       If Purchaser does not obtain the consent of the Lenders to the Loan Assumption and Release on or before the expiration of the Loan Assumption Approval Period (as the same may be extended pursuant to Purchaser's Loan Assumption Extension Right), then Purchaser shall have the right, exercisable on or before the expiration of the Loan Assumption Approval Period, to give Escrow Agent notice terminating this Contract in its entirety with respect to both Properties (but not in part with respect to one Property) based solely on the fact that the Loan Assumption and Release has not been approved by the Lenders. If Purchaser timely exercises such termination right, then (i) this Contract shall be of no further force and effect, subject to and except for the Survival Provisions and (ii) the full Deposit shall be returned to Purchaser.

4.7.9.3       If Purchaser fails to deliver to Seller a written notice of termination prior to the expiration of the Loan Assumption Approval Period (as the same may be extended pursuant to Purchaser's Loan Assumption Extension Right) in accordance with the terms of this Section 4.7.9 , then Purchaser's right to terminate this Contract under this Section 4.7.9 shall be permanently waived, this Contract shall remain in full force and effect, and Purchaser shall have no further right to terminate this Contract on account of Purchaser’s inability or failure to obtain the Loan Assumption and Release.

4.7.10        Purchaser shall be in default hereunder if (a) Purchaser fails to submit a complete Loan Assumption Application for each Property by the Loan Assumption Application Submittal Deadline, or (b) Purchaser does not elect to terminate this Contract pursuant to Section 4.7.9.2 and thereafter Purchaser fails to obtain the Loan Assumption and Release for each Property prior to the Closing Date.  If any of the events set forth in subsentences (a) or (b)  occurs, Sellers may (i) terminate this Contract and the Deposit shall be immediately released by the Escrow Agent to Sellers, or (ii) extend the time for Closing for all Properties as reasonably determined by Sellers to permit Purchaser to obtain the Loan Assumption and Release for one or more of the Properties.

4.8       Purchaser Financing .

  Except as otherwise provided in Section 4.7.9 above with respect to the Loan Assumption and Release, 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 .

5.1.1          The Closing shall occur on July 1, 2009 at the time set forth in Section 2.2.4 (the “ Closing Date ”) through an escrow with Escrow Agent, whereby Sellers, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.  Notwithstanding the foregoing to the contrary, each Seller shall have the option, by delivering written notice to Purchaser, to extend the Closing Date to the last Business Day of the month in which the Closing Date otherwise would occur pursuant to the preceding sentence, and the exercise of such option shall extend the Closing Date for all Properties.  In addition, if required in order to obtain any necessary consents or approvals pursuant to Section 8.2.4 , then Seller may extend the Closing Date to a date not later than thirty (30) days following the Closing Date specified in the first sentence of this paragraph.

5.1.2          Notwithstanding the foregoing to the contrary, if Purchaser exercises Purchaser’s Loan Assumption Extension Right, then the Closing Date shall automatically be extended to the earlier to occur of (x) the date which is fifteen (15) days after receipt of Lender’s approval of the Loan Assumption and Release and (y) the date which is seventy-five (75) days after the Effective Date.  Purchaser shall provide Seller with written notice of Lender’s approval of the Loan Assumption and Release no later than two (2) days after Purchaser’s receipt of such approval.

5.1.3          Purchaser shall have the one-time right, by delivering written notice (“ Purchaser’s Adjournment Notice ”) to Seller not later than five (5) days prior to the then scheduled Closing Date, to adjourn the Closing Date to a Business Day not later than 30 days following the then scheduled Closing Date (i.e., the Closing Date then in effect, taking into account any prior extension of the Closing Date pursuant to Section 5.1.2 above), provided that Purchaser shall, concurrently with the delivery of Purchaser’s Adjournment Notice, deliver to Escrow Agent an additional deposit of $100,000.00 (the “ Adjournment Deposit ”).  The Adjournment Deposit shall be deemed part of the Deposit and shall be allocated equally to each Property and applied towards the Purchase Price for each respective Property.

5.2       Seller Closing Deliveries .

  No later than 1 Business Day prior to the Closing Date, each Seller shall, with respect to each Property to be conveyed by such Seller hereunder, 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          The Vendor Terminations, forms of which have been delivered to Seller prior to the expiration of the Feasibility Period, executed by Seller.  Purchaser shall be responsible for delivering the Vendor Terminations to the vendors promptly after the Closing.

5.2.6          The applicable Seller’s closing statement.

5.2.7          A title affidavit or an indemnity form reasonably acceptable to such 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.

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

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

5.2.10        Updated Rent Rolls from each Seller effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1 .

5.2.11   &nbs