Effects of Termination; Final Accounting. No termination pursuant to this Section 6 shall impair or limit any other right or remedy of Operating Partnership or Property Manager, as the case may be, at law or in equity, or impair any right to compensation already accrued and unpaid or impair any other accrued right; provided, however, that Operating Partnership may offset against any compensation or other sums due to Property Manager any amounts owed by Property Manager to Operating Partnership, to the extent then reduced to known amounts, which arise out of any default by Property Manager where such termination pursuant to this Section 6 is due to a default by Property Manager. Upon any termination of this Agreement, (a) all funds and records in Property Manager’s custody shall be forthwith turned over as directed by Operating Partnership (or, in the case of a removed Property, those funds and records relating only to such removed Property), and (b) Property Manager shall pay all outstanding invoices for the Properties from the applicable Disbursement Accounts. Any bona fide charges for services rendered or materials provided to the Properties received after the last day of the termination month shall be paid directly by Operating Partnership. Within sixty (60) days after the termination of this Agreement, Property Manager shall render a final accounting to Operating Partnership with respect to the Properties and pay over any remaining balance in the applicable Disbursement Accounts relating to the Properties (less any amounts necessary to satisfy commitments arising or accruing prior to the date of termination).
