Common use of Property Contracts Clause in Contracts

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, 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 all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility PeriodSeptember 26, 2008, Purchaser may deliver delivered written notice to each Seller (a the “Property Contracts Notice”) ), specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”); provided that . After delivery of the Property Contracts Notices to Sellers, (a) Sellers shall mail notices of termination for such Terminated Contracts on or before four (4) Business Days after the Effective Date and the effective date of each such termination on or after Closing shall be subject to not later than thirty (30) days after the date a Seller sends the applicable notice of termination or such later date as is required by the express terms of the applicable Terminated Contract (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of the applicable Seller’s obligations under such Terminated ContractsContract accruing after the Closing Date), (b) if any such Property Contract cannot by its terms be terminated at Closingterminated, it shall be assumed by Purchaser as of the Closing Date and not be a Terminated Contract, and (c) to the extent that any such Terminated Contract requires payment of a penalty, premium, penalty or damages, including liquidated damages, premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, fees or 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, there There shall be no Terminated Contracts with respect to such Seller (or its Property) other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller at the Closing. If Purchaser delivers not listed in the Property Contracts Notice to Seller on or before accruing after 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 all applicable vendorsClosing. To the extent that any Property Contract to be assigned assumed by Purchaser (including any Property Contract that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is assignable but requires the applicable vendor to Purchaser requires vendor consentconsent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the ClosingClosing Date, Purchaser may attempt to obtain the applicable Seller shall be solely responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to Purchaser (and the assumption by Purchaser of all obligations under such assignmentProperty Contract). Purchaser The applicable Seller shall indemnify, hold harmless and, if requested by the applicable Seller Purchaser (in such SellerPurchaser’s sole discretion), defend (with counsel approved by such SellerPurchaser) such SellerPurchaser together with Purchaser’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, and agents (collectively, including Purchaser, “Purchaser’s Indemnified Parties Parties”), from and against any and all Losses arising from or related to Purchaserthe applicable Seller’s failure to obtain any Required Assignment Consent. Notwithstanding The provisions of this Section 3.6 shall survive the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 all applicable vendors. 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. Seller shall, at no cost and expense to Seller, cooperate reasonably with Purchaser in Purchaser’s efforts to obtain any Required Assignment Consent. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller’s 's Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s 's failure to obtain any Required Assignment Consent. Notwithstanding Additionally, in respect of any commercial lease affecting the foregoingProperty, at Closingincluding, each without limitation, any lease for laundry equipment, Seller shall, at its sole no cost or expense to Seller, cooperate reasonably with Purchaser in Purchaser’s efforts to obtain on or before Closing any subordination, nondisturbance and expense, terminate attornment agreement (“Subordination Agreement”) that may be required by any property management contract affecting lender to Purchaser as a condition to funding any loan to be secured by the Property. It is understood and agreed by Seller and Purchaser that the receipt by Purchaser of such Seller’s PropertySubordination Agreement from any such commercial tenant shall not be a condition to Closing hereunder.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Contract) (the “"Vendor Terminations”"). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller’s 's Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s 's failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 Seller shall be solely responsible for the payment of any such cancellation fees, penalties, or damages, including liquidated damages. If Purchaser fails to deliver a the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “"Vendor Terminations”"). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to such assignment. If such Required Assignment Consent cannot be obtained, then the applicable Property Contract shall be treated as a Terminated Contract, subject to the first sentence of this Section 3.6, and Seller shall send a Vendor Termination on or before Closing. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller’s 's Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s a failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Propertyconsents.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “Property Contracts Notice”) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”); provided provided, however, that (a) the effective date of such termination on or after Closing shall be subject to the express terms of such Terminated ContractsContracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of Seller’s obligations under such Terminated Contract as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated at Closingterminated, 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, penalty or damages, including liquidated damages, premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, fees or penalties, or damages, including liquidated damages. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 all applicable vendors. To the extent that any Property Contract to be assigned assumed by Purchaser (including any Property Contract that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is assignable but requires the applicable vendor to Purchaser requires vendor consentconsent to the assignment or assumption of the Property Contract by Seller to Purchaser, then, prior to the Closing, Purchaser may attempt to obtain shall be responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by Seller to Purchaser (and the assumption by Purchaser of all obligations under such assignmentProperty Contract). Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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 ContractsContracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of Seller’s obligations under such Terminated Contract as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated at Closingterminated, 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, penalty or damages, including liquidated damages, premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, fees or penalties, or damages, including liquidated damages. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 all applicable vendors. To the extent that any Property Contract to be assigned assumed by Purchaser (including any Property Contract that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is assignable but requires the applicable vendor to Purchaser requires vendor consentconsent to the assignment or assumption of the Property Contract by Seller to Purchaser, then, prior to the Closing, Purchaser may attempt to obtain shall be responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by Seller to Purchaser (and the assumption by Purchaser of all obligations under such assignmentProperty Contract). Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 ContractsContracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of Seller's obligations under such Terminated Contract as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated at Closingterminated, 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, penalty or damages, including liquidated damages, premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, fees or penalties, or damages, including liquidated damages. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 all applicable vendors. To the extent that any Property Contract to be assigned assumed by Purchaser (including any Property Contract that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is assignable but requires the applicable vendor to Purchaser requires vendor consentconsent to the assignment or assumption of the Property Contract by Seller to Purchaser, then, prior to the Closing, Purchaser may attempt to obtain shall be responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property."

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “"Vendor Terminations”"). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to such assignment. , and Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s a failure to obtain any Required Assignment Consentsuch consents. Notwithstanding anything to the foregoingcontrary, Seller shall terminate at or prior to the Closing, at Closingno cost or expense to Purchaser, each Seller shall, at its sole cost any and expense, terminate any property all management contract agreements affecting such Seller’s the Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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 the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to a Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Contract) (the “"Vendor Terminations”"). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. 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. Seller agrees to reasonably cooperate, at no material cost to Seller, with Purchaser in obtaining such Required Assignment Consent. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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 the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may Seller shall use commercially reasonable efforts to attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. Purchaser shall indemnify, hold harmless and, ; if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure is not able to obtain any such a Required Assignment Consent. Notwithstanding the foregoing, then such Property Contract shall be terminated at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 Seller shall be solely responsible for the payment of any such cancellation fees, penalties, or damages, including liquidated damages. If Purchaser fails to deliver a the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “"Vendor Terminations”"). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to such assignment. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the " 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, that are incurred solely as a result of Purchaser's cancellation. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Contract) (the “" Vendor Terminations”"). Seller shall sign the Vendor Terminations prepared by Purchaser, and promptly deliver them to all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably approved by such Seller) such Seller’s 's Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s 's failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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 the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

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 the 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 ContractsContracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of Seller’s obligations under such Terminated Contract as of the Closing Date), (b) if any such the Property Contract Contracts cannot by its terms be terminated at Closingterminated, 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, premium or damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, penalties, penalties or damages, including liquidated damages. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 all applicable vendors. To the extent that any the Property Contracts to be assumed by Purchaser (including the Property Contracts that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is either (i) assignable but requires the applicable vendor to consent to the assignment or assumption of the Property Contract by Seller to be assigned to Purchaser requires vendor consentPurchaser, or (ii) is not assignable (either by its terms or applicable law) then, prior to the Closing, Purchaser may attempt to obtain shall be responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by Seller to Purchaser (and the assumption by Purchaser of all obligations under the Property Contract) and Seller shall reasonably assist Purchaser with obtaining any such assignmentRequired Assignment Consent. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding Seller shall cause all property management and leasing agreements with respect to the foregoing, Property to be terminated as of Closing at Closing, each Seller shall, at its sole Seller’ cost and expense. Seller and Purchaser acknowledge that after Closing Purchaser may desire to terminate that certain Laundry Room(s) Lease Agreement (the "Laundry Room Contract") between Mac-Gray Services, terminate any property management contract affecting such Inc. and OP Property Management, LLC, as authorized agent of Seller’s Property, dated July 15, 2005. Upon Closing, Purchaser shall be credited with an amount equal to $1,500, which amount shall compensate Purchaser for all costs that Purchaser may incur if Purchaser terminates the Laundry Room Contract and shall, subject to the prorations in Section 5.4, be in full satisfaction of Seller's obligations with respect to the Laundry Room Contract.

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 ContractsContracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of the applicable Seller's obligations under such Terminated Contract as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated at Closingterminated, 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, penalty or damages, including liquidated damages, premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, fees or 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, 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 all applicable vendors. To the extent that any Property Contract to be assigned assumed by Purchaser (including any Property Contracts that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is assignable but requires the applicable vendor to Purchaser requires vendor consentconsent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the Closing, Purchaser may attempt to obtain shall be responsible for obtaining from each applicable vendor a consent (each a “"Required Assignment Consent”") to the assignment of the Property Contract by the applicable Seller to Purchaser (and the assumption by Purchaser of all obligations under such assignmentProperty Contract). Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller’s 's Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s 's failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, Sellers shall terminate any property management contracts affecting the Properties at Closing, each Seller shall, at its Seller's sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before Buyer shall not be required to assume any Contract of Seller at Closing. Effective as of the Closing Date, Seller, at Seller’s sole cost and expense, shall terminate any Contracts that Buyer does not elect to assume, in Buyer’s sole and absolute discretion, by written notification to Seller prior to the expiration of the Feasibility Due Diligence 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 . Notwithstanding anything to the express terms of such Terminated Contractscontrary contained herein, (b) if Seller shall terminate, at Seller’s sole cost and expense, any such and all leasing commission agreements and management agreements affecting the 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 effective on or before the expiration of the Feasibility PeriodClosing Date. [At Closing, there Seller’s affiliate, ▇▇▇▇▇▇▇▇▇ Realty Partners, LLC (“MRP”)] and Buyer’s affiliate, AHI Management Services, Inc. (“Manager”) 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 enter into a vendor termination notice (sub-management agreement in the form attached hereto as Exhibit F“D-1” and a sub-leasing agreement in the form of Exhibit “D-2” (collectively, the “Management and Leasing Agreements”), which Management and Leasing Agreements shall have a term of one (1) for each Terminated Contract informing year from the vendor(s) Effective Date, subject to the termination rights set forth in such agreements. Buyer and Seller agree that the forms of sub-management agreement and sub-leasing agreement will be negotiated in good faith during the Due Diligence Period, and the agreed forms of the termination of such Terminated Contract agreements will be appended hereto 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 Exhibits “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, D-1” and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, “D-2” on or prior to the Closing, Purchaser may attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. Purchaser shall indemnify, hold harmless and, if requested by expiration of the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.Due Diligence Period

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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, penalties or damages, including liquidated damages. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility PeriodSeptember 26, 2008, Purchaser may deliver delivered written notice to each Seller (a the “Property Contracts Notice”) ), specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”); provided that . After delivery of the Property Contracts Notices to Sellers, (a) Sellers shall mail notices of termination for such Terminated Contracts on or before four (4) Business Days after the Effective Date and the effective date of each such termination on or after Closing shall be subject to not later than the Closing Date or such later date as is required by the express terms of the applicable Terminated Contract (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of the applicable Seller’s obligations under such Terminated ContractsContract accruing after the Closing Date), (b) if any such Property Contract cannot by its terms be terminated at Closingterminated, it shall be assumed by Purchaser as of the Closing Date and not be a Terminated Contract, and (c) to the extent that any such Terminated Contract requires payment of a penalty, premium, penalty or damages, including liquidated damages, premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, fees or 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, there There shall be no Terminated Contracts with respect to such Seller (or its Property) other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller at the Closing. If Purchaser delivers not listed in the Property Contracts Notice to Seller on or before accruing after 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 all applicable vendorsClosing. To the extent that any Property Contract to be assigned assumed by Purchaser (including any Property Contract that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is assignable but requires the applicable vendor to Purchaser requires vendor consentconsent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the ClosingClosing Date, Purchaser may attempt to obtain the applicable Seller shall be solely responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to Purchaser (and the assumption by Purchaser of all obligations under such assignmentProperty Contract). Purchaser The applicable Seller shall indemnify, hold harmless and, if requested by the applicable Seller Purchaser (in such SellerPurchaser’s sole discretion), defend (with counsel approved by such SellerPurchaser) such SellerPurchaser together with Purchaser’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, and agents (collectively, including Purchaser, “Purchaser’s Indemnified Parties Parties”), from and against any and all Losses arising from or related to Purchaserthe applicable Seller’s failure to obtain any Required Assignment Consent. Notwithstanding The provisions of this Section 3.6 shall survive the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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, penalties or damages, including liquidated damages. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Seller 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

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, and (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 . To the extent that any such Terminated Contract requires payment of a penalty, premium, penalty or damages, including liquidated damages, premium for cancellation, Purchaser and Seller shall agree on which party shall be solely responsible for the payment of any such cancellation fees, fees or penalties on or before the expiration of the Feasibility Period. If Purchaser and Seller fail to agree on or before the expiration of the Feasibility Period regarding which party must pay any such cancellation fees or penalties, and Purchaser does not terminate this Contract on or damagesbefore the expiration of the Feasibility Period, including liquidated damagesthen Purchaser shall be deemed to have agreed to pay any and all such cancellation fees or penalties. At Closing, Seller shall terminate any Property Contracts with any of Seller's Indemnified Parties. If Purchaser fails to deliver a Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before Seller acknowledges that Purchaser will not assume the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “Property Contracts Notice”identified on Schedule 3.6(a) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”), and at Closing Seller shall deliver to Purchaser copies of any such termination notices sent out as are required to terminate such 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 notice of termination may be send prior to Closing and revoked in the event of a penaltytermination of this Contract, premium, or damages, including liquidated damages, for cancellation, Purchaser Seller shall be solely responsible for send such notices promptly after the payment of any such cancellation Effective Date. All fees, penalties, damages or damages, including liquidated damages. If Purchaser fails penalties payable to deliver a Property Contracts Notice to a Seller on the vendor or before the expiration of the Feasibility Period, 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 other third party pursuant to the express terms of each applicable any Property Contract terminated pursuant to a Terminated Contract (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared be paid by Purchaser, and deliver them to all applicable vendors. To the extent that If any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may attempt and Seller shall use commercially reasonable efforts to obtain a consent to such assignment from each applicable vendor a consent (vendor, failing which, such Property Contract shall not be assigned to Purchaser at Closing. The Property Contracts actually assigned to Purchaser at Closing pursuant to this Section 3.6 are each a an “Required Assignment ConsentAssumed Contract”) to such assignment. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at ClosingAssumed Contracts shall expressly exclude (a) any national or master contracts entered into by the applicable Seller, Property Manager and/or AIMCO with respect to the applicable Property that are inclusive of other property(ies) besides the Property (the “National Contracts”), or (b) any cellular phone contract or property management contract for such Property, each Seller shall, of which shall be at its the sole cost and expenseexpense of Seller to terminate with respect to the Properties. Notwithstanding anything to the contrary contained herein, in the event that after the Effective Date Seller delivers any updates to Schedule 6.1.4, Seller shall have the obligation to terminate any property management contract affecting such Property Contract in the event Purchaser determines in its sole discretion that it does not want to assume such Property Contract, and all fees, damages or penalties payable to the vendor or other third party under such Property Contract in connection with such termination shall be paid by Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the “ 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 the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Contract) (the ““ Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the “ 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 ContractsContracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of Seller’s obligations under such Terminated Contract as of the Closing Date), (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, penalty or damages, including liquidated damages, premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, fees or penalties, or damages, including liquidated damages. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 all applicable vendors. To the extent that any Property Contract to be assigned assumed by Purchaser (including any Property Contract that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is assignable but requires the applicable vendor to Purchaser requires vendor consentconsent to the assignment or assumption of the Property Contract by Seller to Purchaser, then, prior to the Closing, Purchaser may attempt to obtain shall be responsible for obtaining from each applicable vendor a consent (each a ““ Required Assignment Consent”) to the assignment of the Property Contract by Seller to Purchaser (and the assumption by Purchaser of all obligations under such assignmentProperty Contract). Seller agrees to reasonably cooperate, at no material cost to Seller, with Purchaser in obtaining such Required Assignment Consent Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before At any time but no later than five (5) Business Days prior to the expiration of the Feasibility Periodthen scheduled Closing Date, Purchaser may from time-to-time 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. Purchaser shall, (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, 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 which are listed on the Property Contracts List (or which Purchaser consents to Seller on or before after the expiration of Effective Date) other than 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 Contracts (the “Vendor TerminationsAssumed Contracts”). For each Property Contract, Seller shall sign the deliver a Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendorsNotice at Closing. To the extent that any Property Contract to be assigned to Purchaser is either (a) assignable but requires the applicable vendor consentto consent to the assignment and assumption of the Property Contract by Seller to Purchaser, or (b) not assignable (either by its terms or applicable law), then, prior to the Closing, Purchaser may attempt to obtain shall be responsible for obtaining from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignmentassignment and assumption. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to At Purchaser’s failure request, Seller shall reasonably cooperate with Purchaser to obtain any Required Assignment Consentvendor consent. Notwithstanding From and after Closing, Purchaser shall indemnify Seller for all Losses of any kind arising out of (i) Terminated Contracts in connection with the foregoingtermination of such Terminated Contracts and any obligations that accrue under such Terminated Contracts from and after the Closing and (ii) Assumed Contracts in connection with the assumption of such Assumed Contracts and any obligations that accrue under such Assumed Contracts from and after the Closing. From and after Closing, Seller shall indemnify Purchaser for all Losses of any kind arising out of (i) any obligations that accrue under such Terminated Contracts prior to Closing and (ii) any obligations that accrue under such Assumed Contracts prior to Closing. If there are any definite amounts for which Seller or Purchaser is responsible pursuant to the two preceding sentences and such amounts are known at Closing, each Seller shall, then the applicable Party shall pay such known amounts at its sole cost and expense, terminate any property management contract affecting such Seller’s PropertyClosing.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “Property Contracts Notice”) specifying any Property Contracts of such Seller on the Property Contracts List 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 on the Property Contracts List 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 the 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 on the Property Contracts List at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then simultaneously therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. , and Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s a failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Propertyconsents.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 ClosingClosing and Purchaser shall fail to terminate this Agreement prior to the expiration of the Feasibility Period, 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, or to the extent any Property Contract assumed by Purchaser cannot be terminated and there is a penalty, premium or damages, including liquidated damages, Seller shall be solely responsible for the payment of any such cancellation fees, penalties, or damages, including liquidated damages. If Purchaser fails to deliver a the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “"Vendor Terminations”"). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to such assignment. Purchaser , and if such consent is not obtained, the Property Contract shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, be deemed terminated at Closing, each and Seller shallshall be solely responsible for the payment of any such cancellation fees, at its sole cost and expensepenalties, terminate any property management contract affecting such Seller’s Propertyor damages, including liquidated damages.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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, and (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 . To the extent that any such Terminated Contract requires payment of a penalty, premium, or damages, including liquidated damages, for cancellation, Purchaser Seller shall be solely responsible for the payment of any such cancellation fees, penalties, or damages, including liquidated damages. If Purchaser fails to deliver a the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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”Contract). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the "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 the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “"Vendor Terminations”"). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to such assignment. , and Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller’s 's Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s a failure to obtain any Required Assignment Consentsuch consents. Notwithstanding any provision hereof to the foregoingcontrary, Seller shall terminate any property management agreement and any service contracts with servicers which are affiliates of Seller as of the Closing Date, all at Closing, each Seller shall, at its Seller’s sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a “the “ 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 damagesdamages up to $5,000.00 per Terminated Contract, and Seller shall pay any balance. Purchaser shall have no liability or obligations with respect to any Property Contract (a) not on the Property Contracts list or (b) which, by its terms, is not assumable. If Purchaser fails to deliver a the Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, 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 Contract) (the ““ Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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 the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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 the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. , and Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller’s 's Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s a failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Propertyconsents.

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 a Seller on or before the expiration of the Feasibility Period, then simultaneously therewithsuch Seller shall execute and deliver, Purchaser shall deliver to Seller on or before the Closing, 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 all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser and the applicable Seller may attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s a failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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, penalties or damages, including liquidated damages. If Purchaser fails to deliver a the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, 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 Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. , and Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s a failure to obtain any Required Assignment Consentsuch consents. Notwithstanding the foregoingany contrary provisions hereof, at Closing, each Seller shallSeller, at its sole cost and expense, terminate any shall terminate, which termination shall be effective upon the Closing Date, (a) Seller’s property management contract affecting such Seller’s Propertycontract, (b) any and all “national “ contracts to the extent they relate to the Property and are terminable, and (c) any contracts with any entities that are in anyway affiliated with or related to Seller or AIMCO.

Property Contracts. On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a the “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, and (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 . 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 the 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 therewithSeller shall execute and deliver, Purchaser shall deliver to Seller on or before Closing, a vendor termination notice (in the form attached hereto as Exhibit FC) 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”Contract). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to all applicable vendors. To the extent that any Property Contract to be assigned to Purchaser requires vendor consent, then, prior to the Closing, Purchaser may and Seller shall attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to such assignment. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

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 all applicable vendorsPurchaser 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. Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent. Notwithstanding the foregoing, at Closing, each Seller shall, at its sole cost and expense, terminate any property management contract affecting such Seller’s Property.

Property Contracts. Seller shall make copies of all Property Contracts available for Buyer to review promptly after the date hereof. On or before the expiration Diligence Date (as defined below), unless Buyer has provided written otice to Seller of the Feasibility PeriodBuyers election to terminate this Agreement, Purchaser may deliver Buyer shall rovide 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, 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 that Buyer desires to have terminated by Seller, and Seller will terminate the Property Contracts so identified at or before Closing, provided that such Property ontracts may be terminated without cost or liability to Seller on and if there is cost or before the expiration of the Feasibility Periodliability to Seller, then simultaneously therewithBuyer shall be responsible for any such liability. At Closing, 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 assign and Buyer shall assume the Vendor Terminations prepared by PurchaserProperty Contracts, except those Property Contracts which Seller has agreed to terminate. Buyer and deliver them to all applicable vendors. 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. Purchaser Seller shall indemnify, defend and hold the other harmless and, if requested by the applicable Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller’s Indemnified Parties from and against any and all Losses arising from or related claims under the Property Contracts which relate to Purchaser’s failure to obtain any Required Assignment Consentits respective period of ownership. Notwithstanding the foregoing, at Sellers existing management contract and exclusive brokerage contract for the Property shall be terminated by Seller effective as of the Closing Date. Seller shall not, during the pendency of this Agreement, enter into any Property Contracts or modifications, renewals or terminations of any existing Property Contracts, in each case that would be binding upon Buyer or the Property after Closing, each Seller shallwithout the written consent of Buyer, at its sole cost and expensewhich consent Buyer agrees shall not be unreasonably withheld. If Buyer disapproves any such request, terminate any property management contract affecting then Buyers notice shall specify the reasons for such Seller’s Propertydisapproval.