Common use of Continued Care and Maintenance Clause in Contracts

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its Property on substantially the same standards as employed by such Seller to date; (ii) not to terminate, change, amend or modify materially any Lease, License or any Contract (except that Seller shall have the right to: (x) enter into any Lease renewals, amendments, modifications or extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable as of the Effective Date, under any existing Lease; and (y) the terminate, change, amend or modify any Contract that is not an Assumed Contract); (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior written approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s Property. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible thereafter.

Continued Care and Maintenance. Prior During the period between the Effective Date and the Closing Date, Seller agrees to Closingoperate and maintain the Property in the ordinary course of business and use reasonable efforts to reasonably preserve for Purchaser the relationships between Seller and the Tenants, such suppliers, managers, employees and others having ongoing relationships with the Property. Further, during the period between the Effective Date and the Closing Date, Seller agrees: (i) not to continue change, amend or modify the Leases, or any of the instruments affecting, or with respect to, the title to the Property except as required by law or the document involved (provided, however, that the Seller may, at its careoption, maintenance and operation of its Property on substantially the same standards as employed by such Seller to dateeliminate any financing and/or other encumbrances which are not Permitted Encumbrances); (ii) not to terminate, change, amend or modify materially modify, except in a de minimis respect, any Leaseof the Service Contracts or other rights, License obligations or any Contract (except that Seller shall have agreements related to use, ownership or operation of the right to: Property without Purchaser's prior approval, where such changes, amendments or modifications would (x) enter into materially increase Seller's obligations, liability or expenses thereunder, (y) modify in any Lease renewalsrespect Purchaser's obligations, amendmentsliability or expenses as set forth in such Service Contracts or other rights, modifications obligations or extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable agreements as they exist as of the Effective Datedate hereof (except in emergency situations) or (z) result in such Service Contracts or other rights, under any existing Lease; and obligations or agreements not being cancelable upon thirty (y30) the terminatedays' notice or only being cancelable upon payment of a fee or penalty, change, amend or modify any Contract that is not an Assumed Contract)both; (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, the Property other than de minimis alterations or changes or ordinary and necessary maintenance and repairs, without Purchaser’s 's prior written approval (provided, however, such that Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s 's prior approval), Seller agreeing that it shall give Purchaser notice of any alterations or changes made to the Property on or about the date it performs same, whether or not Purchaser's prior approval is necessary; and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to the Property; and (v) to cure all material violations of law affecting the Property for which a written notice of violation was issued by the local governmental authorities prior to the Effective Date (provided, however, that the cost to cure such Seller’s Propertyviolations shall not exceed $25,000 in the aggregate, or if such violations are not cured prior to the Closing Date, at Closing Purchaser shall be entitled to a credit not to exceed $25,000 and shall not be entitled to refuse to close on account of the existence of any such violations). Where an approval of Purchaser is required under the foregoing provisions, Purchaser agrees not to unreasonably withhold or delay any such approval, and such approval shall be deemed given if Purchaser has not objected in writing within five (5) days after notice of the matter on which Purchaser's approval is sought, which notice is to include notification from Seller that Purchaser's failure to so approve as provided in this Section 8.1 shall be deemed an approval. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s the Property which that may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible thereafter.

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its Property on substantially consistent with the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially any Lease, License or any Assumed Contract without Purchaser’s prior written approval (except that Seller shall have the right to: as relates to proposed new Work Agreements, which are governed by Section 6.2.2 below), and (xB) not to enter into any Lease renewals, amendments, modifications or extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable as of the Effective Date, under any existing Lease; and (y) the to terminate, change, amend or otherwise modify any Contract that is not an Assumed Contract)existing WRIT MOB – Transaction IV Lease except pursuant to Section 6.2.2; (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior written approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s Property, and (v) to promptly deliver to Purchaser any notices of breaches or defaults sent or received by Sellers in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its Property on substantially consistent with the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially any Lease, License or any Assumed Contract without Purchaser’s prior written approval (except that Seller shall have the right to: as relates to proposed new Work Agreements, which are governed by Section 6.2.2 below), and (xB) not to enter into any Lease renewals, amendments, modifications or extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable as of the Effective Date, under any existing Lease; and (y) the to terminate, change, amend or otherwise modify any Contract that is not an Assumed Contract)existing Lease except pursuant to Section 6.2.2; (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, other than ordinary and necessary maintenance and repairs, without WRIT MOB - Transaction III Purchaser’s prior written approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s Property, and (v) to promptly deliver to Purchaser any notices of breaches or defaults sent or received by Sellers in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its Property on substantially consistent with the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially any Lease, License or any Assumed Contract without Purchaser’s prior written approval (except that Seller shall have the right to: as relates to proposed new Work Agreements, which are governed by Section 6.2.2 below), and (xB) not to enter into any Lease renewals, amendments, modifications or extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable as of the Effective Date, under any existing Lease; and (y) the to terminate, change, amend or otherwise modify any Contract that is not an Assumed Contract)existing Lease except pursuant to Section 6.2.2; (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior written approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s Property, and (v) to promptly deliver to Purchaser any notices of breaches or defaults sent or received by Sellers in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.

Continued Care and Maintenance. Prior During the period between the Effective Date and the Closing Date, Seller agrees to Closingoperate and maintain the Property in the ordinary course of business and use reasonable efforts to reasonably preserve for Purchaser the relationships between Seller and the Tenants, such suppliers, managers, employees and others having ongoing relationships with the Property. Further, during the period between the Effective Date and the Closing Date, Seller agrees: (i) not to continue change, amend or modify the Leases, or any of the instruments affecting, or with respect to, the title to the Property except as required by law or the document involved (provided, however, that the Seller may, at its careoption, maintenance and operation of its Property on substantially the same standards as employed by such Seller to dateeliminate any financing and/or other encumbrances which are not Permitted Encumbrances); (ii) not to terminate, change, amend or modify materially modify, except in a de minimis respect, any Leaseof the Service Contracts or other rights, License obligations or any Contract (except that Seller shall have agreements related to use, ownership or operation of the right to: Property without Purchaser's prior approval, where such changes, amendments or modifications would (x) enter into materially increase Seller's obligations, liability or expenses thereunder, (y) modify in any Lease renewalsrespect Purchaser's obligations, amendmentsliability or expenses as set forth in such Service Contracts or other rights, modifications obligations or extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable agreements as they exist as of the Effective Datedate hereof (except in emergency situations) or (z) result in such Service Contracts or other rights, under any existing Lease; and obligations or agreements not being cancelable upon thirty (y30) the terminatedays' notice or only being cancelable upon payment of a fee or penalty, change, amend or modify any Contract that is not an Assumed Contract)both; (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, the Property other than de minimis alterations or changes or ordinary and necessary maintenance and repairs, without Purchaser’s 's prior written approval (provided, however, such that Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s 's prior approval), Seller agreeing that it shall give Purchaser notice of any alterations or changes made to the Property on or about the date it performs same, whether or not Purchaser's prior approval is necessary; and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to the Property; and (v) to cure all material violations of law affecting the Property for which a written notice of violation was issued by the local governmental authorities prior to the Effective Date (provided, however, that the cost to cure such Seller’s Property. Nothing contained herein violations shall prevent such Seller from acting to prevent loss of life, personal injury or property damage not exceed $25,000 in emergency situationsthe aggregate, or prevent if such Seller from performing any act with respect violations are not cured prior to such Seller’s Property which may the Closing Date, at Closing Purchaser shall be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller entitled to a credit not to exceed $25,000 and shall notify Purchaser not be entitled to refuse to close on account of the existence of any emergency situations as soon as reasonably possible thereafter.such

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its Property on substantially the same standards as employed by such Seller to date; (ii) not to terminate, change, amend or modify materially any Lease, License or any Contract (except that Seller shall have the right to: (x) enter into any Lease renewals, amendments, modifications or extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable as of the Effective Date, under any existing Lease; and (y) the terminate, change, amend or modify any Contract that is not an Assumed Contract); (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior written approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s Property. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible thereafter.

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its the Property on substantially consistent with the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially any Lease, License or any Assumed Contract without Purchaser’s prior written approval (except that Seller shall have the right to: as relates to proposed new Work Agreements, which are governed by Section 6.2.2 below), and (xB) not to enter into any Lease renewals, amendments, modifications or extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable as of the Effective Date, under any existing Lease; and (y) the to terminate, change, amend or otherwise modify any Contract that is not an Assumed Contract)existing Lease except pursuant to Section 6.2.2; (iii) not to make any substantial or material alterations or changes to any of such Seller’s the Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior written WRIT MOB – Transaction II approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s the Property, and (v) to promptly deliver to Purchaser any notices of breaches or defaults sent or received by Seller in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s the Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.