Common use of Maintenance and Operation of Property Clause in Contracts

Maintenance and Operation of Property. Prior to the Closing, the Sellers, as applicable, shall use commercially reasonable efforts to cause Tenant or Manager with respect to each Property, as applicable, to, operate, maintain and repair such Property in the ordinary course of business consistent with past practices, and to maintain substantially the services and levels of Goods and Inventory at each Property as are required under the applicable Tenant Lease or Management Agreement. The Tenants, Seller Tenants and Managers may enter into new Resident Agreements in the ordinary course of business in a manner consistent with past practices, which Resident Agreements, to the extent relating to CLP Managed Properties, shall constitute Resident Agreements to be assigned to Buyer hereunder, provided that such Resident Agreements are on substantially the same form as provided in the Data Room as of the Effective Date, and are at prevailing rates with no concessions, discounts or other incentives unless consistent with past practices or otherwise approved by Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. The Tenants and Managers may enter into new contracts in the ordinary course of business in a manner consistent with past practices (which contracts, if related to the CLP Managed Properties, shall be Approved Contracts if Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) has been obtained); provided, however, that any new contract that has terms or provisions that require the applicable Seller’s approval pursuant to the terms of the Tenant Lease or Management Agreement shall also require the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed (and, where Sellers advise Buyer that a Material Contract is necessary to make urgent repairs or to respond to exigent circumstances, Buyer agrees to respond to Sellers’ request for approval within two (2) days; in the absence of a contrary response to Sellers’ request for approval within such period, Buyer shall be deemed to have approved the request). Except with respect to the Resident Agreements and contracts entered into in the ordinary course of business in a manner consistent with past practice as mentioned above in this Section 12.2, no Seller shall enter into, modify, amend or terminate, or give or withhold any approval or consent or exercise or waive any right under, any of the Tenant Leases, Management Agreements, Approved Contracts, Ancillary Agreements or Loan Documents, or make or enter into any other agreement with respect to any Property which would encumber or be binding upon the Property from and after the Closing Date, without Buyer’s prior, written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer’s consent shall not be required with respect to consents or approvals given by any Seller in connection with (i) any action to protect person or property; and (ii) the approval of the initial budget under any Tenant Lease or Management Agreement relating to the 2015 calendar year (but approval will be required for any approval of any subsequent amendment thereto or variance therefrom).

Maintenance and Operation of Property. Prior to Sellers shall operate and maintain the Closing, the Sellers, as applicable, shall use commercially reasonable efforts to cause Tenant or Manager with respect to each Property, as applicable, to, operate, maintain and repair such Property in the ordinary course of business consistent with past practices, and to maintain substantially the services and levels of Goods and Inventory at each Property as are required under the applicable Tenant Lease or Management Agreement. The Tenants, Seller Tenants and Managers may enter into new Resident Agreements in the ordinary course of business in a manner consistent with past practices, which Resident Agreements, to the extent relating to CLP Managed Properties, shall constitute Resident Agreements to be assigned to Buyer hereunder, provided that such Resident Agreements are on substantially the same form as provided manner in which Sellers have operated Property prior to the Data Room date hereof and which shall be maintained in substantially its current condition (normal wear and tear and damage by casualty excepted). Without limiting the foregoing, Sellers shall not voluntarily (i) institute or otherwise approve any change to any zoning presently applicable to the Property, (ii) fail to maintain such insurance that is equivalent in all material respects to such insurance Sellers are maintaining as of the Effective Contract Date, and are at prevailing rates or (iii) encumber the Property with no concessionsany mortgage, discounts deed of trust, easement, restriction, covenant or other incentives unless consistent with past practices or otherwise approved by Buyer, which approval encumbrance. Sellers shall not be unreasonably withheld, conditioned or delayed. The Tenants and Managers may enter into new contracts in initiate any tax appeal for the ordinary course of business in a manner consistent with past practices (which contracts, if related to the CLP Managed Properties, shall be Approved Contracts if Property without Buyer’s prior written consent (consent, not to be unreasonably withheld, conditioned or delayed) has been obtained); provided, however, that any new contract that has terms or provisions that require . From and after the applicable Seller’s approval pursuant to the terms of the Tenant Lease or Management Agreement shall also require the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed (and, where Sellers advise Buyer that a Material Contract is necessary to make urgent repairs or to respond to exigent circumstances, Buyer agrees to respond to Sellers’ request for approval within two (2) days; in the absence of a contrary response to Sellers’ request for approval within such period, Buyer shall be deemed to have approved the request). Except with respect to the Resident Agreements and contracts entered into in the ordinary course of business in a manner consistent with past practice as mentioned above in this Section 12.2Date, no Seller shall enter into, modify, amend or terminate, or give or withhold any approval or consent or exercise or waive any right under, any of the Tenant Leases, Management Agreements, Approved Contracts, Ancillary Agreements or Loan Documents, or make or enter into any other new contract or agreement with respect to any the Property which that would encumber or be binding upon on Buyer or the Property from and after the Closing Date, without Buyer’s prior, prior written consentapproval, which shall not approval may be unreasonably withheld, conditioned or delayed; provided, however, that withheld in Buyer’s consent reasonable discretion prior to the Approval Date and in Buyer’s sole discretion thereafter, but which approval shall be deemed automatically given if Buyer fails to respond within three (3) business days after Sellers make a written request for same. Buyer may elect, in its sole discretion, to require that Sellers, at Sellers’ expense, terminate any of the Contracts at Closing, provided that Buyer notifies Sellers of such election in writing on or before five (5) business days prior to the Approval Date (any such Contracts that Buyer elects to terminate, together with all Contracts that are by their terms not be required assumable by Buyer, any Listing Agreements and all property management and leasing agreements, the “Rejected Contracts”), provided that in no event shall termination of any agreement relieve Buyer of its obligation expressly set forth in this Agreement to pay New Lease Expenses (hereinafter defined). Sellers shall terminate at Sellers’ sole cost and expense, and deliver notices of such termination effective at or prior to the Closing with respect to consents or approvals given by any Seller in connection with to, (i) any action and all property management and Listing Agreements and each other service contract or other similar agreement binding on the Property and to protect person or property; which any Seller is a party that is not listed on Schedule 7.1.7, and (ii) any Rejected Contracts, and Buyer shall not assume or have any obligations with respect to such terminated agreements. The provisions of this Section 9.1 shall survive the approval of the initial budget under any Tenant Lease or Management Agreement relating to the 2015 calendar year (but approval will be required for any approval of any subsequent amendment thereto or variance therefrom)Closing.

Maintenance and Operation of Property. Prior to the Closing, the Operator and the Sellers, as applicable, shall use commercially reasonable efforts to cause Tenant or Manager with respect to each Property, as applicable, to, operate, maintain and repair such Property the Golf Course Properties in the ordinary course of business and in a manner consistent with past practices. Specifically, and without limiting the foregoing, Operators and Sellers covenant with Buyer and EAGL to perform in all material respects the grassing/seeding and other maintenance programs listed on the attached Schedule 13.2 at the Golf Course Properties at the times specified thereon. The Operator and Sellers shall maintain the physical condition of the Golf Course Properties in substantially their condition and quality at the Effective Date (subject to reasonable wear and tear and damage from condemnation and casualty) and shall maintain substantially the same services and levels of Goods and Inventory at each Property Golf Course as are required under maintained on the applicable Tenant Lease or Management Agreementdate hereof, subject to adjustments for seasonality. The Tenants, Seller Tenants Sellers and Managers the Operator may enter into new Resident Agreements in the ordinary course of business in a manner consistent with past practices, which Resident Agreements, to the extent relating to CLP Managed Properties, shall constitute Resident Agreements to be assigned to Buyer hereunder, provided that such Resident Agreements are on substantially the same form as provided in the Data Room as of the Effective Date, and are at prevailing rates with no concessions, discounts or other incentives unless consistent with past practices or otherwise approved by Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. The Tenants and Managers may enter into new contracts Contracts in the ordinary course of business in a manner consistent with past practices (which contracts, if related to the CLP Managed Properties, shall be Approved Contracts if Buyer’s prior written consent (not to be unreasonably withheld, conditioned provided that Seller promptly provides Buyer with copies of any such new Contracts that have a term in excess of one year or delayed) has been obtainedthat would require aggregate payments by the owner of the applicable Golf Course Property in excess of $10,000); provided, however, that any new contract that has terms or provisions that require the applicable Seller’s approval pursuant to the terms of the Tenant Lease or Management Agreement Material Contract shall also require the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed (and, where Sellers advise Buyer that a Material Contract is necessary to make urgent repairs or to respond to exigent circumstances, Buyer agrees to respond to Sellers’ request for approval within two (2) days; in the absence of a contrary response to Sellers’ request for approval within such period, Buyer shall be deemed to have approved the request). Except with Seller shall update Schedule 2.1(A) prior to Closing, which shall be current in all material respects to a date that is as close to the Closing Date as is reasonably practicable. With respect to the Resident Agreements and contracts entered into in matters set forth on Schedule 10.1(g), the ordinary course of business in a manner consistent with past practice as mentioned above in this Section 12.2, no Seller shall enter into, modify, amend or terminate, or give or withhold any approval or consent or exercise or waive any right under, any of Sellers will use their commercially reasonable best efforts to take the Tenant Leases, Management Agreements, Approved Contracts, Ancillary Agreements or Loan Documents, or make or enter into any other agreement with respect actions required under the notices described on such schedule prior to any Property which would encumber or be binding upon the Property from and after the Closing Date, without Buyer’s prior, written consent, which shall not be unreasonably withheld, conditioned or delayedClosing; provided, however, if any such actions that Buyer’s consent require work to be performed at the Golf Course Properties are not completed prior to Closing the Sellers may choose to either (x) complete all such actions as soon as is reasonably practicable after the Closing but in any event within the time required by the applicable Governmental Authority or (y) if the cost of completion is reasonably ascertainable, credit Buyers for the reasonable costs of completing such corrective action by delivering such amount to the Escrow Holder to be applied towards the Purchase Price. Where actions that cannot reasonably be performed before Closing involve matters such as the filing of notices, the training of staff or other administrative or ministerial matters, Buyer or EAGL will undertake such actions and Sellers shall cooperate in good faith with Buyer or EAGL, as applicable, in connection therewith. In the event Sellers choose to complete the items requiring work at the Golf Course Properties after the Closing, any Claims Buyer may have as a result of Sellers’ failure to complete such items shall in no event be subject to the Deductible, the Sellers’ being liable for the full amount of any such Claims regardless of the Deductible not having been met, and such matters shall not be required with respect considered “Known Matters” for which Buyer otherwise would have no right to consents or approvals given by any Seller in connection with (i) any action to protect person or property; and (ii) the approval of the initial budget under any Tenant Lease or Management Agreement relating to the 2015 calendar year (but approval will be required for any approval of any subsequent amendment thereto or variance therefrom)recover a Claim against Sellers.

Maintenance and Operation of Property. (a) Prior to the Closing, the Sellers, as applicable, shall use commercially reasonable efforts (including the exercise of enforcement remedies, after consultation with Buyer and Buyer’s approval thereof) to cause Tenant or Manager with respect to each Property, as applicable, toto (i) comply with (and not modify, amend, renew, extend, waive material rights under or terminate, except as otherwise specified under this Agreement) the applicable Ground Leases, Leases, Management Agreements (including the Master Management Agreement), Legal Requirements, Environmental Laws, Membership Documents, Equipment Leases, Licenses and Confidential Treatment Requested by CNL Lifestyle Properties, Inc. Permits, Permitted Exceptions, Warranties, Water Rights and Contracts, (ii) operate, maintain and repair such Property the Properties in the ordinary course of business consistent with past sound business practices, and to maintain substantially the same services and levels of Goods and Inventory at each Property as are required under the applicable Tenant Lease or Management Agreement. The Tenants, Seller Tenants and Managers may enter into new Resident Agreements maintained in the ordinary course of business in a manner consistent with past practices, which Resident Agreements, to the extent relating to CLP Managed Properties, shall constitute Resident Agreements to be assigned to Buyer hereunder, provided that such Resident Agreements are on substantially the same form as provided in the Data Room as of the Effective Date, and are at prevailing rates with no concessions, discounts or other incentives unless consistent accordance with past practices subject to adjustments for seasonality but at the levels at which such inventories were maintained for corresponding months of prior years, and maintain the Personal Property (and not take any action which will invalidate, suspend, terminate or otherwise approved by Buyercause a Material Adverse Effect with respect to any Intangible Personal Property), which approval as required under the applicable Lease or Management Agreement (including the Master Management Agreement) and (iii) make deposits into and only make such expenditures from the Reserves as contemplated in and in all material respects in accordance with the applicable Lease or Management Agreement. Sellers shall provide Buyer with periodic updates (but no more frequently than weekly) of deposit and expenditure activity of the Reserves during the period from the Effective Date through the Closing Date. No Personal Property shall be transferred or removed from the Property unless the same is replaced with similar items of at least equal quality prior to Closing. All Bookings shall be on an arm’s-length basis and made in the ordinary course of business. Sellers will not be unreasonably withheldgrant any new material Monetary Liens, conditioned impose restrictive covenants or delayedmaterial exceptions to title on the Property without the prior written consent of Buyer or enter into any contracts, agreements, offers or back-up offers with respect to a sale of the Properties. The Tenants and Managers may enter into new contracts Contracts in the ordinary course of business in a manner consistent with past practices (which contracts, if related to the CLP Managed Properties, shall be Approved Contracts if Buyer’s prior written consent (not to be unreasonably withheld, conditioned in the name of Seller provided that Seller promptly provides Buyer with copies of any such new Contracts that have a term in excess of one year or delayed) has been obtainedthat would require aggregate payments by the owner of the applicable Property in excess of $10,000); provided, however, that any new contract Contract that is Material Contract and has terms or provisions that require the applicable Seller’s Seller approval pursuant to the terms of the Tenant Lease or Management Agreement Agreement, shall also require the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed (and, where Sellers advise Buyer that a Material Contract is necessary to make urgent repairs or to respond to exigent circumstances, Buyer agrees to respond to Sellers’ request for approval within two five (25) daysBusiness Days); in the absence of a contrary response to Sellers’ request for approval within such period, Buyer shall be deemed to have approved the request). Except with respect to the Resident Agreements and contracts entered into in the ordinary course of business in a manner consistent with past practice as mentioned above in this Section 12.2, no Seller shall enter into, modify, amend or terminate, or give or withhold any approval or consent or exercise or waive any right under, any of the Tenant Leases, Management Agreements, Approved Contracts, Ancillary Agreements or Loan Documents, or make or enter into any other agreement with respect to any Property which would encumber or be binding upon the Property from and after the Closing Date, without Buyer’s prior, written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer’s consent shall not be required with respect to consents or approvals given by any Seller in connection with (i) any action to protect person or property; and (ii) the approval of the initial budget under any Tenant Lease or Management Agreement relating to the 2015 calendar year (but approval will be required for any approval of any subsequent amendment thereto or variance therefrom).