Common use of Property Contracts Clause in Contracts

Property Contracts. On September 26, 2008, Purchaser delivered written notice to each Seller (the “Property Contracts Notice”), specifying any Property Contracts of such Seller which Purchaser desires to terminate (the “Terminated Contracts”). 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 shall be 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 Contract accruing after the Closing Date), (b) if any such Property Contract cannot by its terms be terminated, 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 or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties. There shall be no Terminated Contracts other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after the Closing. To the extent that any Property Contract to be 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the Closing Date, 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 Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the a “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There 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 other than those stated in the Property Contracts Notice with respect to such Seller (or its Property) and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in at the Closing. If Purchaser delivers the Property Contracts Notice accruing after to Seller on or before the Closingexpiration 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser the applicable Seller (in Purchasersuch Seller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “Purchasersuch Seller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive 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 September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall assume deliver to Seller a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in Purchaser’s Seller's sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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 Seller's Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s Purchaser's failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall assume deliver to Seller a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to the assignment of the Property Contract by the applicable such assignment. Seller agrees to reasonably cooperate, at no material cost to Seller, with Purchaser (and the assumption by in obtaining such Required Assignment Consent. Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the "Vendor Terminations"). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to the assignment of the Property Contract by the applicable Seller to such assignment, and Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s a failure to obtain any Required Assignment Consentsuch consents. The provisions of this Section 3.6 Notwithstanding anything to the contrary, Seller shall survive terminate at or prior to the Closing, at no cost or expense to Purchaser, any and all management agreements affecting the Property.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 after Closing shall be 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 subject to the express terms of the applicable such Terminated Contract Contracts (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 's obligations under such Terminated Contract accruing after as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated, 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 or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after at the Closing. To the extent that any Property Contract to be 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the Closing DateClosing, the applicable Seller Purchaser 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 Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing."

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the “Vendor Terminations”). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Sellera Purchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers; provided, however, that (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 after Closing shall be 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 subject to the express terms of the applicable such Terminated Contract Contracts (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 accruing after as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated, 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 or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after at the Closing. To the extent that any Property Contract to be 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the Closing DateClosing, the applicable Seller Purchaser 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 Property Contract). The applicable Seller Purchaser shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 after Closing shall be 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 subject to the express terms of the applicable such Terminated Contract Contracts (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 accruing after as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated, 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 or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after at the Closing. To the extent that any Property Contract to be 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the Closing DateClosing, the applicable Seller Purchaser 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 Property Contract). The applicable Seller Purchaser shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after at the Closing. To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to the assignment of the Property Contract by the applicable such assignment. Seller shall, at no cost and expense to Seller, cooperate reasonably with Purchaser (and the assumption by in Purchaser’s efforts to obtain any Required Assignment Consent. Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in Purchaser’s Seller's sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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 Seller's Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s Purchaser's failure to obtain any Required Assignment Consent. The provisions Additionally, in respect of this Section 3.6 any commercial lease affecting the Property, including, without limitation, any lease for laundry equipment, Seller shall, at no cost or expense to Seller, cooperate reasonably with Purchaser in Purchaser’s efforts to obtain on or before Closing any subordination, nondisturbance and attornment agreement (“Subordination Agreement”) that may be required by any 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 Subordination Agreement from any such commercial tenant shall survive the Closingnot be a condition to Closing hereunder.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and Purchaser to Seller on or before the expiration of the Feasibility Period, then Seller shall assume deliver a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the “Vendor Terminations”). Seller shall sign the Vendor Terminations and deliver them to all applicable vendors. To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the ““ Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the ““ Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages up to $5,000.00 per Terminated Contract, and Seller shall pay any balance. There 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 the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall assume deliver to Seller a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a ““ Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (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”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract on the Property Contracts List cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts 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 Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the “Vendor Terminations”). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment, and Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s a failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingsuch consents.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “" Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “" Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages, that are incurred solely as a result of Purchaser's cancellation. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall assume deliver to Seller a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a “" Required Assignment Consent”") to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in Purchaser’s Seller's sole discretion), defend (with counsel reasonably approved by such PurchaserSeller) Purchaser 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 Seller's Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s Purchaser's failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the ““ Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the ““ Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall assume deliver to Seller a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a ““ Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008, Purchaser delivered written notice to each Seller (the “Property Contracts Notice”), specifying any Property Contracts of such Seller which Purchaser desires to terminate (the “Terminated Contracts”). 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 shall be not later than thirty (30) days after the date a Seller sends the applicable notice of termination 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 Contract accruing after the Closing Date), (b) if any such Property Contract cannot by its terms be terminated, 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 or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties. There shall be no Terminated Contracts other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after the Closing. To the extent that any Property Contract to be 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the Closing Date, 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 Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall assume deliver to Seller a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser Seller shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the "Vendor Terminations"). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining 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 assignment of the applicable Property Contract by shall be treated as a Terminated Contract, subject to the applicable first sentence of this Section 3.6, and Seller to shall send a Vendor Termination on or before Closing. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in Purchaser’s Seller's sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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 Seller's Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s a failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingsuch consents.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the a “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There 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 other than those stated in the Property Contracts Notice with respect to such Seller (or its Property) and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in at the Closing. If Purchaser delivers the Property Contracts Notice accruing after to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall deliver to Seller a vendor termination notice (in the form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract (the “Vendor Terminations”). Seller shall sign the Vendor Terminations prepared by Purchaser, and deliver them to Purchaser at Closing. To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain 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 Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingassignment.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “a "Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, and (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, it shall be assumed by Purchaser as of the Closing Date and not be a Terminated Contract, and (c) to . To the extent that any such Terminated Contract requires payment of a penalty or premium for cancellation, Purchaser and Seller shall agree on which party shall be solely responsible for the payment of any such cancellation 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 before the expiration of the Feasibility Period, then Purchaser shall be deemed to have agreed to pay any and all such cancellation fees or penalties. There 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 other than those stated in the Property Contracts Notice with respect to such Seller (or its Property) and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after at the Closing. To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain 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 Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingassignment.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the a “Property Contracts Notice”), ) specifying any the Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 after Closing shall be 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 subject to the express terms of the applicable such Terminated Contract Contracts (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 accruing after as of the Closing Date), (b) if any such the Property Contract Contracts cannot by its terms be terminated, 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 penalty, premium or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after at the Closing. To the extent that any the Property Contract Contracts to be assumed by Purchaser (including any the Property Contract 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 the applicable Seller to Purchaser, or (ii) is not assignable (either by its terms or applicable law) then, prior to the Closing DateClosing, the applicable Seller Purchaser 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 the Property Contract)) and Seller shall reasonably assist Purchaser with obtaining any such Required Assignment Consent. The applicable Seller Purchaser shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions Seller shall cause all property management and leasing agreements with respect to the Property to be terminated as of this Closing at 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, Inc. and OP Property Management, LLC, as authorized agent of Seller, 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 3.6 shall survive 5.4, be in full satisfaction of Seller's obligations with respect to the ClosingLaundry Room Contract.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall assume deliver to Seller a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining Purchaser may attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the "Vendor Terminations"). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to the assignment of the Property Contract by the applicable Seller to such assignment, and Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in Purchaser’s Seller's sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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 Seller's Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s a failure to obtain such consents. Notwithstanding any Required Assignment Consent. The provisions provision hereof to the contrary, Seller shall terminate any property management agreement and any service contracts with servicers which are affiliates of this Section 3.6 shall survive Seller as of the ClosingClosing Date, all at Seller’s sole cost and expense.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the “Vendor Terminations”). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment, and Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s a failure to obtain such consents. Notwithstanding any Required Assignment Consent. The contrary provisions of this Section 3.6 hereof, Seller, at its sole cost and expense, shall survive terminate, which termination shall be effective upon the ClosingClosing Date, (a) Seller’s property management contract, (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 September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, and (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, it shall be assumed by Purchaser as of the Closing Date and not be a Terminated Contract, and (c) to . To the extent that any such Terminated Contract requires payment of a penalty penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit C) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain 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 Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingassignment.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the “Vendor Terminations”). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment, and Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser Seller (in Purchaser’s Seller's sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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 Seller's Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s a failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingsuch consents.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, and (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, it shall be assumed by Purchaser as of the Closing Date and not be a Terminated Contract, and (c) to . To the extent that any such Terminated Contract requires payment of a penalty penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser Seller shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain 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 Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingassignment.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the “Vendor Terminations”). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain 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 Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingassignment.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the a “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There 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 other than those stated in the Property Contracts Notice with respect to such Seller (or its Property) and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in at the Closing. If Purchaser delivers the Property Contracts Notice accruing after to a Seller on or before the expiration of the Feasibility Period, then such Seller shall execute and deliver, 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”). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, Purchaser and the applicable Seller shall be solely responsible for obtaining may attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable Seller to such assignment. Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser the applicable Seller (in Purchasersuch Seller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “Purchasersuch Seller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s a failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 penalty, premium, or premium damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice and to Seller on or before the expiration of the Feasibility Period, then simultaneously therewith, Purchaser shall assume deliver to Seller a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress 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 assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Seller shall be solely responsible for obtaining use commercially reasonable efforts to attempt to obtain from each applicable vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property Contract by the applicable such assignment; if Seller to Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnify, hold harmless and, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser 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”), from and against any and all Losses arising from or related to the applicable Seller’s failure is not able to obtain any such a Required Assignment Consent. The provisions of this Section 3.6 , then such Property Contract shall survive the be terminated at Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the ““ Property Contracts Notice”), ) specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the ““ Terminated Contracts”). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to the express terms of the applicable such Terminated Contract Contracts (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 accruing after as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing, 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 or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts other than those stated in the Property Contracts Notice and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after at the Closing. To the extent that any Property Contract to be 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the Closing DateClosing, the applicable Seller Purchaser 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 Property Contract). The applicable 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 Purchaser Seller (in PurchaserSeller’s sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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, “PurchaserSeller’s Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable SellerPurchaser’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closing.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “a "Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 after Closing shall be 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 subject to the express terms of the applicable such Terminated Contract Contracts (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 's obligations under such Terminated Contract accruing after as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated, 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 or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties. There 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 other than those stated in the Property Contracts Notice with respect to such Seller (or its Property) and Purchaser shall assume the obligations under all Property Contracts of such Seller not listed in the Property Contracts Notice accruing after at the Closing. To the extent that any Property Contract to be assumed by Purchaser (including any Property Contract 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, then, prior to the Closing DateClosing, the applicable Seller Purchaser 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 Property Contract). The applicable Seller Purchaser shall indemnify, hold harmless and, if requested by Purchaser the applicable Seller (in Purchaser’s such Seller's sole discretion), defend (with counsel approved by such PurchaserSeller) Purchaser 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 such Seller's Indemnified Parties”), Parties from and against any and all Losses arising from or related to the applicable Seller’s Purchaser's failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 Notwithstanding the foregoing, Sellers shall survive terminate any property management contracts affecting the Properties at Closing, at Seller's sole cost and expense.

Property Contracts. On September 26, 2008or before the expiration of the Feasibility Period, Purchaser delivered may deliver written notice to each Seller (the “"Property Contracts Notice”), ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the “"Terminated Contracts”"). After delivery of the Property Contracts Notices to Sellers, ; provided that (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 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 subject to 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 Contract accruing after the Closing Date)Contracts, (b) if any such Property Contract cannot by its terms be terminatedterminated at Closing and Purchaser shall fail to terminate this Agreement prior to the expiration of the Feasibility Period, 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 penalty, premium, or premium 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 fees, penalties, or penaltiesdamages, including liquidated damages. There If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, then there shall be no Terminated Contracts other than those stated in and Purchaser shall assume all Property Contracts at the Closing. If Purchaser delivers the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, then Seller shall execute and Purchaser shall assume deliver, on or before Closing, a vendor termination notice (in the obligations under all Property Contracts form attached hereto as Exhibit F) for each Terminated Contract informing the vendor(s) of the termination of such Seller not listed Terminated Contract as of the Closing Date (subject to any delay in the Property Contracts Notice accruing after effectiveness of such termination pursuant to the Closingexpress terms of each applicable Terminated Contract) (the "Vendor Terminations"). To the extent that any Property Contract to be assumed by assigned to 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 consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaserconsent, then, prior to the Closing DateClosing, the applicable Purchaser and Seller shall be solely responsible for obtaining attempt to obtain from each applicable vendor a consent (each a “"Required Assignment Consent”") to the assignment of such assignment, and if such consent is not obtained, the Property Contract by the applicable Seller to Purchaser (shall be deemed terminated at Closing, and the assumption by Purchaser of all obligations under such Property Contract). The applicable Seller shall indemnifybe solely responsible for the payment of any such cancellation fees, hold harmless andpenalties, if requested by Purchaser (in Purchaser’s sole discretion), defend (with counsel approved by such Purchaser) Purchaser together with Purchaser’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, and agents (collectivelyor damages, including Purchaser, “Purchaser’s Indemnified Parties”), from and against any and all Losses arising from or related to the applicable Seller’s failure to obtain any Required Assignment Consent. The provisions of this Section 3.6 shall survive the Closingliquidated damages.