Common use of Operating Agreements Clause in Contracts

Operating Agreements. Prior to the expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or prior to Closing or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closing. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.

Operating Agreements. Prior Seller shall assign and transfer to the expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller Buyer at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser Buyer shall assume all of Seller's obligations arising from ’s rights and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or prior to Closing or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under the Operating Agreements which are identified in Exhibit “B”, and any renewals or extensions thereof identified to and approved by Buyer prior to Closing, but only to the extent that such assignments are legally and contractually permitted. Prior to the date hereof, Seller has furnished Buyer with copies of all Operating Agreements which are being assigned at Closing, including all written agreements. Buyer shall execute any financial statements, applications, assumption agreements and/or other documents which may be required to: (a) effect the assignment and assumption of any Operating Agreements; and (b) secure Seller’s release from any continuing or contingent liability thereunder. Buyer shall pay all fees and expenses in regard to such assignments or transfers, including any transfer charges necessary to obtain the consent of any party or cancellation charges paid to any party whose consent, if required due to Buyer’s failure to meet such supplier’s commercially reasonable credit qualifications for assumption of and release of Seller from liability under any Operating Agreement, cannot be obtained. Whenever Seller’s release from continuing liability with respect to any Operating Agreement is not forthcoming from the contracting or issuing party, Buyer agrees to indemnify Seller from any liability regarding such Operating Agreement for the period following the Closing. Buyer understands and agrees that it is solely Buyer’s responsibility to enter into any and all agreements necessary to conduct business at the Hotel/Casino from and after the Closing Date except for those Operating Agreements set forth on Schedule B which Purchaser has designated are being assumed at Closing. Buyer shall also be responsible to obtain new licenses and permits for the Hotel/Casino. No licenses or permits will not be terminated or which cannot be terminated transferred by Seller effective as in connection with the sale of the Hotel/Casino, other than the FCC License(s) and Corps of Engineers Permit(s). Buyer’s failure to obtain any Operating Agreements, licenses or prior to Closing. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that permits which are not so assumed, necessary or convenient to the extent any relates operation of the Hotel/Casino shall not affect or delay the obligation of Buyer hereunder to purchase the Property except as provided in Section 10.02(c) with respect to the Propertylicense to be issued by the Gaming Authority. If Purchaser fails Seller agrees to notify Seller provide Buyer with reasonable assistance in writing on or prior order to allow Buyer to fully complete and file the applications and other documents related to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closingforegoing.

Operating Agreements. Prior to fifteen (15) days prior to the expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's ’s obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or upon no more than thirty (30) days prior to Closing notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closingterminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the date which is fifteen (15) days prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.

Operating Agreements. Prior to the expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or upon no more than thirty (30) days prior to Closing notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closingterminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.

Operating Agreements. Prior Following the Effective Date and prior to the expiration of the Inspection -------------------- Contingency Period, Purchaser will designate in Seller shall have the right to enter into any amendment or renewal of an Operating Agreement or any new Operating Agreement respecting the Properties (as applicable, each a written notice to Seller which “New Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at ClosingAgreement Document”); provided, however, that Seller shall concurrently provide an executed copy of such New Operating Agreement Document to Buyer for its review during the Contingency Period as part of Buyer’s due diligence respecting the Property; and provided further that if Buyer has not be obligated to terminate, and Purchaser shall assume Seller's obligations arising from and after Closing under, all disapproved of any such New Operating Agreements which cannot be terminated by Seller effective as of or Agreement Document prior to Closing the expiration of the Contingency Period or which can be terminated by Seller only upon payment three (3) Business Days after receipt of a feeNew Operating Agreement Document, premiumwhichever is later, penalty or other form of early termination compensation. Taking into account any credits or prorations such New Operating Agreement Document shall be deemed approved, subject to be made Buyer’s rights pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from Section 3.3 hereof. From and after the Closing Date under those expiration of the Contingency Period, any New Operating Agreements Agreement Document which Purchaser has designated will not Seller wishes to execute shall be terminated or which cannot be terminated by Seller effective as of or submitted to Buyer prior to Closingexecution by Seller. Seller, without cost Buyer shall have three (3) Business Days after its receipt thereof to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Propertynotify Seller in writing of either its approval or disapproval thereof. If Purchaser Buyer informs Seller within such three (3) Business Day period that Buyer does not approve such New Operating Agreement Document, which approval may be given or withheld in Buyer’s sole discretion, then this Agreement shall continue in full force and effect and Seller shall not enter into such New Operating Agreement Document. If Buyer fails to notify Seller in writing on of its approval or prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closingdisapproval within such three (3) Business Day period set forth above, Purchaser then Buyer shall be deemed to have elected to assume all approved of such New Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at ClosingAgreement Document.

Operating Agreements. Prior On or before ten (10) days prior to the expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which those Operating Agreements that are assignable by Seller which Purchaser will assume at Closing and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or upon no more than thirty (30) days prior to Closing notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closingterminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the date which is ten (10) days prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.

Operating Agreements. Prior to the expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's ’s obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or upon no more than thirty (30) days prior to Closing notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date (or the Extension Closing Date, if applicable) under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closingterminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.

Operating Agreements. Prior to the expiration of the Inspection -------------------- PeriodAt Closing, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that each Seller shall not be obligated assign and transfer to terminateBuyer all of such Seller’s right, title and interest in and to, and Purchaser Buyer shall assume all of such Seller's ’s obligations and liabilities first arising from and after Closing under, the Operating Agreements pursuant to the Assignment and Assumption of Operating Agreements; provided, however, that Sellers shall terminate or cause to be terminated as of the Closing Date, at Buyer’s cost and expense, all Operating Agreements which cannot listed on Exhibit “N” attached hereto, provided that the same can be terminated pursuant to their terms. Buyer shall pay all out of pocket fees and expenses of third parties under the Operating Agreements in regard to such assignments, transfers and terminations, including any transfer charges reasonably necessary to obtain the consent of any such third party. Sellers shall promptly provide Buyer with complete copies of any new contracts, agreements, leases (including, but not limited to, commercial space leases and equipment leases), maintenance agreements and service contracts in effect with respect to each Hotel entered into subsequent to the Effective Date and prior to the Closing Date (“New Operating Agreements”). Notwithstanding the foregoing, Sellers reserve the right to provide Buyer with access to all Operating Agreements and New Operating Agreements via the Data Room Web Site in lieu of delivering hard copies of such Operating Agreements and New Operating Agreements to Buyer; provided, Sellers shall give prior notice to Buyer of any New Operating Agreements entered into subsequent to the Effective Date, including but not limited to any that are provided in the Data Room Web Site. Sellers shall not enter into any material New Operating Agreement(s) which will obligate Buyer following Closing, except those which (i) are terminable without payment or penalty on thirty (30) or fewer days notice or (ii) have otherwise been reasonably approved by Seller effective as of Buyer. Buyer shall have five (5) business days to approve or disapprove any material New Operating Agreement to be entered into prior to Closing following a written request therefor by any Seller, which approval may be granted or which can withheld in Buyer’s reasonable discretion. Buyer’s failure to provide a written response to such Seller within five (5) business days following a written request from such Seller shall be terminated deemed an approval of such New Operating Agreement by Buyer. After such approval or deemed approval of any New Operating Agreement, such approved or deemed approved New Operating Agreement shall be and be deemed to be an Operating Agreement to be assigned by Seller only upon payment of a feeand assumed by Buyer hereunder. Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all contracts, premiumagreements, penalty or other form of early termination compensation. Taking into account any credits or prorations leases (including, but not limited to, commercial space leases and equipment leases), maintenance agreements and service contracts necessary to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume conduct business at the obligations arising Hotels from and after the Closing Date under those Operating Agreements Date. Buyer’s failure to obtain any of the same which Purchaser has designated will not be terminated are necessary or which cannot be terminated by Seller effective as of or prior to Closing. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, convenient to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the expiration operation of the Inspection Period Hotels shall not affect or delay the performance of Buyer’s obligations under this Agreement. In the event that any Operating Agreements that Purchaser does not desire Tenant is a party to assume and holder of rights under any Operating Agreement, Sellers agree to cause such Operating Tenant to assign and transfer such rights to Buyer at Closing, Purchaser shall be deemed pursuant to have elected to assume all an assignment and assumption agreement in the same form as the Assignment and Assumption of Operating Agreements, or if such Operating Agreements Agreement is listed on Exhibit “N” attached hereto and can be terminated pursuant to have waived its right to require Seller terms, to terminate such Operating Agreements at Closingthe same as herein required.

Operating Agreements. Prior Ten (10) days prior to the expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's ’s obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or upon no more than thirty (30) days prior to Closing notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closingterminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the date which is fifteen (15) days prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing. Notwithstanding anything to the contrary contained herein, Seller shall terminate at Closing, and Purchaser shall not assume, any property management agreements relating to the Property.

Operating Agreements. Prior If permitted under any Operating Agreement, Seller shall, after expiration of the Due Diligence Period, but prior to Closing, submit written notice to the applicable vendor(s) to terminate (with a copy of such notice to be delivered to Buyer) any Operating Agreement which Buyer has notified Seller in writing prior to the expiration of the Inspection -------------------- PeriodDue Diligence Period that Buyer does not wish to assume; provided that, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminateterminate any Operating Agreement where such termination would result in a default under such Operating Agreement, or where Seller would incur any expense in connection with such termination; and Purchaser provided further that in any event, except for the “Terminable Operating Agreement” (as hereinafter defined), Buyer shall assume Seller's obligations arising indemnify, defend and hold harmless Seller and the “Seller Parties” (as hereinafter defined) from any and after Closing underall liability, all claims, demands, damages and costs (including attorney’s fees and expenses) on account of any such termination or attempted termination of any Operating Agreements Agreement. Such non-terminable Operating Agreements, if any, shall be assumed by Buyer as of the Closing. If Seller provides notice to terminate any Operating Agreement which Buyer has notified Seller in writing that Buyer does not wish to assume, but such Operating Agreement cannot be effectively terminated by Seller effective as of or prior to Closing or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and until after the Closing Date under those (e.g., a service contract may require at least thirty (30) days advance notice of termination before it termination becomes effective), Buyer shall assume such Operating Agreements which Purchaser has designated will not Agreement as of the Closing until such termination becomes effective in accordance with the terms and conditions of such Operating Agreement. The foregoing to the contrary notwithstanding, Seller shall cause the property management and leasing agreement with ▇▇▇▇▇▇▇ & Company (the “Terminable Operating Agreement”) to be terminated or which cannot be terminated by Seller effective as of or prior to Closing. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, without liability or expense to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at ClosingBuyer.

Operating Agreements. Prior If permitted under any Operating Agreement, Seller shall, after expiration of the Due Diligence Period, but prior to Closing, submit written notice to the applicable vendor(s) to terminate (with a copy of such notice to be delivered to Buyer) any Operating Agreement which Buyer has notified Seller in writing prior to the expiration of the Inspection -------------------- PeriodDue Diligence Period that Buyer does not wish to assume; provided that, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminateterminate any Operating Agreement where such termination would result in a default under such Operating Agreement, or where Seller would incur any expense in connection with such termination; and Purchaser provided further that in any event, except for the “Terminable Operating Agreement” (as hereinafter defined), Buyer shall assume Seller's obligations arising indemnify, defend and hold harmless Seller and the “Seller Parties” (as hereinafter defined) from any and after Closing underall liability, all claims, demands, damages and costs (including attorney’s fees and expenses) on account of any such termination or attempted termination of any Operating Agreements Agreement. Such non-terminable Operating Agreements, if any, shall be assumed by Buyer as of the Closing. If Seller provides notice to terminate any Operating Agreement which Buyer has notified Seller in writing that Buyer does not wish to assume, but such Operating Agreement cannot be effectively terminated by Seller effective as of or prior to Closing or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and until after the Closing Date under those (e.g., a service contract may require at least thirty (30) days advance notice of termination before it termination becomes effective), Buyer shall assume such Operating Agreements which Purchaser has designated will not Agreement as of the Closing until such termination becomes effective in accordance with the terms and conditions of such Operating Agreement. The foregoing to the contrary notwithstanding, Seller shall cause the property management and leasing agreement with CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Terminable Operating Agreement”) to be terminated or which cannot be terminated by Seller effective as of or prior to Closing. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, without liability or expense to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at ClosingBuyer.

Operating Agreements. Prior Provided that Seller has provided to Purchase a list of Operating Agreements prior to the date which is twenty (20) days prior to the expiration of the Inspection -------------------- Period, then prior to fifteen (15) days prior to the expiration of the Inspection Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's ’s obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or upon no more than thirty (30) days prior to Closing notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closingterminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the date which is fifteen (15) days prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.

Operating Agreements. Prior On or before ten (10) days prior to the expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which those Operating Agreements that are assignable by Seller which Purchaser will assume at Closing and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's ’s obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or upon no more than thirty (30) days prior to Closing notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closingterminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the date which is ten (10) days prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.

Operating Agreements. Prior to the On or before expiration of the Inspection -------------------- Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller's ’s obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller effective as of or upon no more than thirty (30) days prior to Closing notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated or which cannot be terminated by Seller effective as of or prior to Closingterminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.