Termination of Master Lease Agreements, dated as of June 17, 2022, by and among (i) MCZ/Centrum Flamingo II, L.L.C., AIMCO 50 Rogers Street, L.L.C., AIMCO Leahy Square Apartments, LLC, and Aimco Fitzsimons 3A Lessor, LLC; (ii) Flamingo North Lessee, LLC, Prism Lessee, LLC, 707 Leahy Lessee, LLC, and Fremont Lessee LLC; (iii) Aimco OP L.P.; and (iv) Apartment Income REIT, L.P

Exhibit 1.1

TERMINATION OF MASTER LEASE AGREEMENTS

This Termination of MASTER LEASE AGREEMENTS (this “Termination Agreement”) is made as of June 17, 2022 (the “Effective Date”), by and among: (i) MCZ/CENTRUM FLAMINGO II, L.L.C., a Delaware limited liability company (the “Flamingo North Tower Landlord”), AIMCO 50 ROGERS STREET, L.L.C., a Delaware limited liability company, AIMCO LEAHY SQUARE APARTMENTS, LLC, a Delaware limited liability company, and AIMCO FITZSIMONS 3A LESSOR, LLC, a Delaware limited liability company (collectively, the “Landlords”); (ii) FLAMINGO NORTH LESSEE, LLC, a Delaware limited liability company, PRISM LESSEE, LLC, a Delaware limited liability company, 707 LEAHY LESSEE, LLC, a Delaware limited liability company, and FREMONT LESSEE, LLC, a Delaware limited liability company (collectively, the “Tenants”); (iii) AIMCO OP L.P., a Delaware limited partnership (“Aimco”); and (iv) APARTMENT INCOME REIT, L.P., a Delaware limited partnership (“AIR”).

Recitals

WHEREAS, each applicable Landlord and each applicable Tenant entered into those certain Master Lease Agreements set forth on Exhibit A attached hereto (as the same may have been amended, modified or supplemented from time to time, collectively, the “Master Leases”);

WHEREAS, AIMCO REIT SUB, LLC, a Delaware limited liability company (“AIMCO Guarantor”), entered into that certain Guaranty as set forth on Exhibit A attached hereto in favor of the Flamingo North Tower Landlord (together with any other guaranty entered into in connection with any Master Lease, as the same may have been amended, modified or supplemented from time to time, collectively, the “Guarantees”); and

WHEREAS, in connection with the payment of the Termination Payment (as defined in Section 2 below), each Landlord, each Tenant, AIR and Aimco have agreed to terminate each Master Lease and Guaranty.

NOW, THEREFORE, in consideration of the mutual promises contained in this Termination Agreement, and for other good and valuable consideration, including the Termination Payment, the receipt and sufficiency of which are hereby acknowledged, each Landlord, each Tenant, AIR and Aimco acknowledge and agree as follows:

(i) All normal and customarily pro-ratable items relating to each Property, including, without limitation, Rents paid by the Tenants, all rent and other income collected from occupants of each Property, property management fees, repair and maintenance costs, taxes, assessments, debt service payments and all other operating expenses and fees, shall be prorated as of the Termination Date, Tenant and/or Aimco being charged or credited, as appropriate, for all of same attributable to the period up to the Termination Date (and credited for any amounts paid by Tenant attributable to the period on or after the Termination Date) and the Landlord and/or AIR being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Termination Date. AIR shall cause the property manager of each Property to prepare a proration schedule of the prorations described in this Section 4 and shall deliver such proration schedule to Aimco at least ten (10) Business Days prior to the Termination Date. Notwithstanding anything to the contrary contained herein or in any Master Lease, each Tenant and Aimco shall remain responsible for any and all costs, expenses and liabilities (including, without limitation, operating costs and expenses and costs and expenses relating to development and leasing work) resulting from their activities under each Master Lease prior to the Termination Date. For the avoidance of doubt, AIR and Landlord shall be responsible for costs and expenses attributable to their own activities after the Termination Date.

(ii) Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of the Termination Date shall be prorated on the basis of the parties’ reasonable estimates of such amount, and shall be the subject of a final proration ninety (90) days after the Termination Date, or as soon thereafter as the precise amounts can be ascertained. Aimco shall promptly notify AIR when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, AIR shall cause to be prepared and certified as correct, a final proration statement which shall be in a form consistent with the proration statement delivered at the Termination Date and which shall be subject to Aimco’s review and approval. Upon Aimco’s acceptance and approval of any final proration statement submitted by AIR and/or the former property manager of each Property, such statement shall be conclusively deemed to be accurate and final, and any payment due to any party as a result of such final prorations shall be made within thirty (30) days of such approval by Aimco.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have duly executed this Termination Agreement to be effective as of the Effective Date.

[Signature Pages Continue]

[Signature Page to Termination Agreement of Master Leases]
 

2078113.02-NYCSR07A - MSW

[Signature Pages Continue]

[Signature Page to Termination of Master Lease Agreements]
 

2078113.02-NYCSR07A - MSW

[End of Signature Pages]

[Signature Page to Termination of Master Lease Agreements]
 

2078113.02-NYCSR07A - MSW

Exhibit A

Master Leases

Guaranty

1

2078113.02-NYCSR07A - MSW