Common use of Operation of Project Clause in Contracts

Operation of Project. 11.1 From and after the date hereof to the Closing Date, Contributor shall: (a) continue to maintain, operate, lease and conduct business at the Project consistent in all material respects with past practices and in accordance with the terms of the current applicable prospectus; (b) not execute any Tenant Leases (or modify or amend any current Tenant Leases) except with respect to leases to residents of the Project entered into in the ordinary course of business, at market rates and not in conflict with a specific provision hereof; (c) maintain in effect all insurance policies now maintained on the same, or replacement or renewal policies providing substantially the same or greater coverage (to the extent available); (d) not grant any easements or encumber the Project in any way, except only if in the ordinary course of business and the same are approved by SCOLP; (e) not dispose of Personal Property unless obsolete and then only if replaced with new replacement property; (f) not otherwise sell, assign or convey any right, title or interest in any part of the Project. On the Closing Date the Owner shall provide (or cause its managing agent to provide) SCOLP with all of the electronic data pertaining to the tenancies of the then-current tenants under the Tenant Leases to permit SCOLP to transition the billing of the tenants and administer the Tenant Leases and the historical date for such Tenant Leases. In addition, from and after the Effective Date and through the Closing Date, Contributor shall, and shall cause the Owner to: (i) provide SCOLP with monthly operating statements for the Project; (ii) provide SCOLP with the weekly management reports prepared by the manager of the Project and including such reasonable detail as SCOLP may request; (iii) upon request, confer on a regular basis with one or more representatives of SCOLP to report on operational matters of materiality and any proposals to engage in material transactions; (iv) promptly notify SCOLP of any material emergency or other material change in the condition of the Project, any material governmental complaints set forth in writing it receives, and investigations or hearings of which Contributor receives written notice; (v) cause the Holding Company and Owner to not acquire, enter into an option to acquire, or exercise an option or other right or election under any other commitment or contractual obligation for the acquisition of any real property, in each case without the prior written approval of SCOLP; (vi) cause the Holding Company and the Owner not to incur or enter into any commitment to incur additional indebtedness (secured or unsecured) except for indebtedness that will be repaid at or prior to Closing; (vii) not sell, mortgage or otherwise dispose of the Project; (viii) not sell, lease, mortgage or otherwise dispose of any Personal Property except in the ordinary course of business; (ix) provide SCOLP, its employees, agents, and representatives with reasonable access to the Project during business hours as reasonably necessary to facilitate SCOLP taking over operation of the Project after Closing, provided that any such access shall be in compliance with the Agreement and shall not interfere with operation of the Project or with the Project personnel’s discharge of their duties; (x) provide rent rolls for the Project once per month; (xi) terminate the Project Contracts which SCOLP has elected to have terminated, all without cost or liability to SCOLP or the Owner post Closing.

Operation of Project. 11.1 12.1 From and after the date hereof to the Closing Date, Contributor shall: Sellers shall cause Project LCC to: (a) continue to maintain, operate, lease operate and conduct business at the Project consistent in all material respects with past practices and in accordance with substantially the terms of same manner as prior to the current applicable prospectusdate hereof; (b) not execute any Tenant Leases (or modify or amend any current Tenant Leases) except perform all regular and emergency maintenance and repairs with respect to leases to residents of the Project entered into in the ordinary course of business, at market rates and not in conflict with a specific provision hereofProject; (c) will maintain in effect all insurance policies now maintained on in respect of the same, or replacement or renewal policies providing substantially the same or greater coverage (to the extent available)Project; (d) not grant any easements or encumber the Project in any way, except only if in the ordinary course of business and the same are approved by SCOLP; (e) not dispose of Personal Property unless obsolete and then only if replaced with new replacement property; (f) not otherwise sell, assign or convey any right, title or interest in any part of the Project. On ; and (e) not change the operation or status of the Project in any manner reasonably expected to impair or diminish its value; provided, however: (i) no Tenant Lease shall be executed or extended for a term in excess of one year; (ii) no Tenant Lease shall be executed or extended at a rental rate that is less than the present rental for such space within the Project; and (iii) Sellers shall at or prior to the Closing Date the Owner shall provide (furnish Purchaser with a copy of each new or cause its managing agent to provide) SCOLP with all renewal lease. 12.2 Effective as of the electronic data pertaining to the tenancies of the then-current tenants under the Tenant Leases to permit SCOLP to transition the billing of the tenants and administer the Tenant Leases and the historical date for such Tenant Leases. In addition, from and after the Effective Date and through the Closing Date, Contributor shallProject LLC shall terminate those Project Contracts designated by Purchaser at least five (5) days prior to the Closing Date, and all payments of any nature whatsoever payable or claimed as a result of the termination of such Project Contracts and all costs associated therewith shall be paid by Project LLC prior to the Closing Date or shall become Reserved Liabilities hereunder. 12.3 Effective as of the Closing, Project LLC shall terminate the employees of Project LLC; provided, however, that immediately following the Closing, Purchaser shall cause Project LLC to offer new employment to such employees on Purchaser's and its affiliates' standard employment at will basis, at the Owner to: (i) provide SCOLP with monthly operating statements for same hourly wage as they received prior to the Project; (ii) provide SCOLP with Closing, and, in the weekly management reports prepared by case of Gale Xxxuer and Franxxx Xxxxxxx xxxh medical insurance and other benefits available on the manager same basis as such benefits are provided to employees of Purchaser and its affiliates who are employed in similar positions. All compensation and payments of any nature payable or claimed as a result of the Project and including such reasonable detail as SCOLP may request; (iii) upon request, confer on a regular basis with one or more representatives of SCOLP to report on operational matters of materiality and any proposals to engage in material transactions; (iv) promptly notify SCOLP of any material emergency or other material change in the condition employment of the Project, any material governmental complaints set forth in writing it receives, employees prior to Closing and investigations or hearings the termination of which Contributor receives written notice; (v) cause such employees at Closing shall be paid by Project LLC prior to the Holding Company and Owner to not acquire, enter into an option to acquireClosing, or exercise an option or other right or election under any other commitment or contractual obligation for the acquisition of any real property, in each case without the prior written approval of SCOLP; (vi) cause the Holding Company and the Owner not to incur or enter into any commitment to incur additional indebtedness (secured or unsecured) except for indebtedness that will be repaid at or prior to Closing; (vii) not sell, mortgage or otherwise dispose of the Project; (viii) not sell, lease, mortgage or otherwise dispose of any Personal Property except in the ordinary course of business; (ix) provide SCOLP, its employees, agents, and representatives with reasonable access to the Project during business hours as reasonably necessary to facilitate SCOLP taking over operation of the Project after Closing, provided that any such access shall be in compliance with the Agreement and shall not interfere with operation of the Project or with the Project personnel’s discharge of their duties; (x) provide rent rolls for the Project once per month; (xi) terminate the Project Contracts which SCOLP has elected to have terminated, all without cost or liability to SCOLP or the Owner post Closingbecome Reserved Liabilities hereunder.

Operation of Project. 11.1 From and after the date hereof to the Closing Date, Contributor Owner shall: (a) continue to maintain, operate, lease and conduct business at the Project consistent in all material respects with past practices and in accordance with the terms of the current applicable prospectus; (b) not execute any Tenant Leases (or modify or amend any current Tenant Leases) except with respect to leases to residents of the Project entered into in the ordinary course of business, at market rates and not in conflict with a specific provision hereof; (c) maintain in effect all insurance policies now maintained on the same, or replacement or renewal policies providing substantially the same or greater coverage (to the extent available); (d) not grant any easements or encumber the Project in any way, except only if in the ordinary course of business and the same are approved by SCOLP; (e) not dispose of Personal Property unless obsolete and then only if replaced with new replacement property; (f) not otherwise sell, assign or convey any right, title or interest in any part of the Project. On the Closing Date the Owner shall provide (or cause its managing agent to provide) SCOLP with all of the electronic data pertaining to the tenancies of the then-current tenants under the Tenant Leases to permit SCOLP to transition the billing of the tenants and administer the Tenant Leases and the historical date for such Tenant Leases. In addition, from and after the Effective Date and through the Closing Date, Contributor Associates shall, and shall cause the Owner to: (i) provide SCOLP with monthly operating statements for the Project; (ii) provide SCOLP with the weekly management reports prepared by the manager of the Project and including such reasonable detail as SCOLP may request; (iii) upon request, confer on a regular basis with one or more representatives of SCOLP to report on operational matters of materiality and any proposals to engage in material transactions; (iv) promptly notify SCOLP of any material emergency or other material change in the condition of the Project, any material governmental complaints set forth in writing it receives, and investigations or hearings of which Contributor Associates receives written notice; (v) cause the Holding Company and Owner to not acquire, enter into an option to acquire, or exercise an option or other right or election under any other commitment or contractual obligation for the acquisition of any real property, in each case without the prior written approval of SCOLP; (vi) cause the Holding Company and the Owner not to incur or enter into any commitment to incur additional indebtedness (secured or unsecured) except for indebtedness that will be repaid at or prior to Closing; (vii) not sell, mortgage or otherwise dispose of the Project; (viii) not sell, lease, mortgage or otherwise dispose of any Personal Property except in the ordinary course of business; (ix) provide SCOLP, its employees, agents, and representatives with reasonable access to the Project during business hours as reasonably necessary to facilitate SCOLP taking over operation of the Project after Closing, provided that any such access shall be in compliance with the Agreement and shall not interfere with operation of the Project or with the Project personnel’s discharge of their duties; (x) provide rent rolls for the Project once per month; (xi) terminate the Project Contracts which SCOLP has elected to have terminated, all without cost or liability to SCOLP or the Owner post Closing.

Operation of Project. 11.1 From and after the date hereof to the Closing Date, Contributor shall: (a) continue to maintain, operate, lease and conduct business at the Project consistent in all material respects with past practices and in accordance with the terms of the current applicable prospectus; (b) not execute any Tenant Leases (or modify or amend any current Tenant Leases) except with respect to leases to residents of the Project entered into in the ordinary course of business, at market rates and not in conflict with a specific provision hereof; (c) maintain in effect all insurance policies now maintained on the same, or replacement or renewal policies providing substantially the same or greater coverage (to the extent available); (d) not grant any easements or encumber the Project in any way, except only if in the ordinary course of business and the same are approved by SCOLP; (e) not dispose of Personal Property unless obsolete and then only if replaced with new replacement property; (f) not otherwise sell, assign or convey any right, title or interest in any part of the Project. On the Closing Date the Owner shall provide (or cause its managing agent to provide) SCOLP with all of the electronic data pertaining to the tenancies of the then-current tenants under the Tenant Leases to permit SCOLP to transition the billing of the tenants and administer the Tenant Leases and the historical date for such Tenant Leases. In addition, from and after the Effective Date and through the Closing Date, Contributor shall, and shall cause the Owner to: (i) provide SCOLP with monthly operating statements for the Project; (ii) provide SCOLP with the weekly management reports prepared by the manager of the Project and including such reasonable detail as SCOLP may request; (iii) upon request, confer on a regular basis with one or more representatives of SCOLP to report on operational matters of materiality and any proposals to engage in material transactions; (iv) promptly notify SCOLP of any material emergency or other material change in the condition of the Project, any material governmental complaints set forth in writing it receives, and investigations or hearings of which Contributor receives written notice; (v) cause the Holding Company and Owner to not acquire, enter into an option to acquire, or exercise an option or other right or election under any other commitment or contractual obligation for the acquisition of any real property, in each case without the prior written approval of SCOLP; (vi) cause the Holding Company and the Owner not to incur or enter into any commitment to incur additional indebtedness (secured or unsecured) except for indebtedness that will be repaid at or prior to Closing; (vii) not sell, mortgage or otherwise dispose of the Project; (viii) not sell, lease, mortgage or otherwise dispose of any Personal Property except in the ordinary course of business; (ix) provide SCOLP, its employees, agents, and representatives with reasonable access to the Project during business hours as reasonably necessary to facilitate SCOLP taking over operation of the Project after Closing, provided that any such access shall be in compliance with the Agreement and shall not interfere with operation of the Project or with the Project personnel’s discharge of their duties; (x) provide rent rolls for the Project once per month; (xi) terminate the Project Contracts which SCOLP has elected to have terminated, all without cost or liability to SCOLP or the Owner post Closing.

Operation of Project. 11.1 From and after the date hereof Effective Date to the Closing Date, Contributor Contributors shall: (a) continue to maintain, operate, lease operate and conduct business at the Project consistent in all material respects with past practices and in accordance with the terms each of the current applicable prospectusProjects in the ordinary course in substantially the same manner as prior to the Effective Date; (b) not execute any Tenant Leases (or modify or amend any current Tenant Leases) except perform all regular maintenance and repairs with respect to leases to residents each of the Project entered into in the ordinary course of business, at market rates and not in conflict with a specific provision hereofProjects; (c) keep each of the Projects insured against all usual risks and will maintain in effect all insurance policies now maintained on the same, or replacement or renewal policies providing substantially the same or greater coverage (to the extent available); (d) not grant any easements or encumber the Project in any way, except only if in the ordinary course of business and the same are approved by SCOLP; (e) not dispose of Personal Property unless obsolete and then only if replaced with new replacement property; (f) not otherwise sell, assign or convey any right, title or interest in any part of the Project. On Projects; (e) not change the Closing Date the Owner shall provide (operation or cause its managing agent to provide) SCOLP with all status of any of the electronic data pertaining Projects in any manner reasonably expected to the tenancies impair or diminish their value; (f) continue to make all reservations at each of the then-current tenants Projects through the Campground Manager Software System and at the same published rates as set forth on Exhibit I attached hereto without discounts or rent concessions, (g) not execute, amend or extend any Tenant Lease, not provide any discounts or rent concessions except as reflected on the Future Reservations Schedules, the 2011 Rent Rolls or the 2012 Rent Rolls delivered to SCOLP, provide for a rental rate that is less than the 2013 rates as set forth on Exhibit I attached hereto, or otherwise terminate or waive any rights under the Tenant Leases Leases, and (h) carry and maintain Inventory and Supplies for the Ancillary Businesses through Closing consistent with past practices. Further, Contributors shall, at or prior to permit SCOLP to transition the billing of the tenants and administer the Tenant Leases and the historical date for such Tenant Leases. In addition, from and after the Effective Date and through the Closing Date, Contributor shallfurnish Purchasers with a copy of each such new or renewal Site Fee Agreement with respect to the Projects. 2350893.10 11.2 Prior to Closing, and shall cause the Owner to: (i) provide SCOLP with monthly operating statements for Contributors shall remove from all of the Project; Projects all of the following: (a) any piles of debris, including garbage, tree and plant material, cement, asphalt, tires, construction related material, (b) any un-operable or abandoned vehicles or appliances, (c) any abandoned or unserviceable manufactured homes, recreational vehicles, or park models, or (d) any spoiled paint, spoiled fuel, or any other spoiled material that could be considered environmentally hazardous, and (ii) provide SCOLP with the weekly management reports prepared by the manager Contributors shall repair any damage to any of the Project Projects caused by Hurricane Xxxxx. In the event Contributors fail to complete either of these requirements prior Closing, Contributors shall provide a credit to Purchasers against the Agreed Values in an amount sufficient, as determined by SCOLP and including Purchasers in their sole discretion, for SCOLP and Purchasers to complete such reasonable detail as SCOLP may request;work. (iii) upon request11.3 None of the Contributors nor any of their members, confer on a regular basis with one managers, officers or more representatives employees shall remove, or cause to be removed, any paper or electronic resident files, property files, Tenant Leases, documents or other information from any Project’s offices. 11.4 Purchasers shall have the right, but not the obligation, to hire those employees of SCOLP to report on operational matters of materiality Contributors, and any proposals Project's management agent who worked at or provided services to engage in material transactions; (iv) promptly notify SCOLP of any material emergency or other material change in the condition Project, effective as of the ProjectClosing Date. Upon the consummation of the transactions contemplated herein, any material governmental complaints set forth in writing it receivessuch employees will remain employees of Contributors or such managers unless expressly retained by Purchasers at the Closing, and investigations or hearings of which Contributor receives written notice; (v) cause the Holding Company all compensation, fees, fringe benefits and Owner to not acquireother amounts due such employees, enter into an option to acquire, or exercise an option or other right or election under any other commitment or contractual obligation for the acquisition of any real property, in each case without the prior written approval of SCOLP; (vi) cause the Holding Company and the Owner not to incur or enter into any commitment to incur additional indebtedness (secured or unsecured) except for indebtedness that will be repaid at or period prior to Closing; (vii) not sellthe Closing Date, mortgage whether as hourly pay, salaries, overtime, bonus, vacation or otherwise dispose sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto including any amount payable or that becomes payable as a result of the Project; (viii) not sell, lease, mortgage or otherwise dispose termination of any Personal Property except in the ordinary course of business; (ix) provide SCOLP, its employees, agentsand all costs and taxes attributable to such employment, and representatives with reasonable access to the Project during business hours shall be paid by Contributors. Effective as reasonably necessary to facilitate SCOLP taking over operation of the Project after ClosingClosing Date, provided that any such access Contributors shall be in compliance with terminate the Agreement and shall not interfere with operation existing managers of the Projects and any Non-Assumed Project or with the Project personnel’s discharge of their duties; (x) provide rent rolls for the Project once per month; (xi) terminate the Project Contracts which SCOLP has elected to have terminatedContracts, all without cost or liability to SCOLP or the Owner post Closingat its sole expense.

Operation of Project. 11.1 From and after the date hereof Effective Date to the Closing Date, Contributor Contributors shall: (a) continue to maintain, operate, lease operate and conduct business at the Project consistent in all material respects with past practices and in accordance with the terms each of the current applicable prospectusProjects in the ordinary course in substantially the same manner as prior to the Effective Date; (b) not execute any Tenant Leases (or modify or amend any current Tenant Leases) except perform all regular maintenance and repairs with respect to leases to residents each of the Project entered into in the ordinary course of business, at market rates and not in conflict with a specific provision hereofProjects; (c) keep each of the Projects insured against all usual risks and will maintain in effect all insurance policies now maintained on the same, or replacement or renewal policies providing substantially the same or greater coverage (to the extent available); (d) not grant any easements or encumber the Project in any way, except only if in the ordinary course of business and the same are approved by SCOLP; (e) not dispose of Personal Property unless obsolete and then only if replaced with new replacement property; (f) not otherwise sell, assign or convey any right, title or interest in any part of the Project. On Projects; (e) not change the Closing Date the Owner shall provide (operation or cause its managing agent to provide) SCOLP with all status of any of the electronic data pertaining Projects in any manner reasonably expected to the tenancies impair or diminish their value; (f) continue to make all reservations at each of the then-current tenants Projects through the Campground Manager Software System and at the same published rates as set forth on Exhibit I attached hereto without discounts or rent concessions, (g) not execute, amend or extend any Tenant Lease, not provide any discounts or rent concessions except as reflected on the Future Reservations Schedules, the 2011 Rent Rolls or the 2012 Rent Rolls delivered to SCOLP, provide for a rental rate that is less than the 2013 rates as set forth on Exhibit I attached hereto, or otherwise terminate or waive any rights under the Tenant Leases Leases, and (h) carry and maintain Inventory and Supplies for the Ancillary Businesses through Closing consistent with past practices. Further, Contributors shall, at or prior to permit SCOLP to transition the billing of the tenants and administer the Tenant Leases and the historical date for such Tenant Leases. In addition, from and after the Effective Date and through the Closing Date, Contributor shallfurnish Purchasers with a copy of each such new or renewal Site Fee Agreement with respect to the Projects. 2368068.4 11.2 Prior to Closing, and shall cause the Owner to: (i) provide SCOLP with monthly operating statements for Contributors shall remove from all of the Project; Projects all of the following: (a) any piles of debris, including garbage, tree and plant material, cement, asphalt, tires, construction related material, (b) any un-operable or abandoned vehicles or appliances, (c) any abandoned or unserviceable manufactured homes, recreational vehicles, or park models, or (d) any spoiled paint, spoiled fuel, or any other spoiled material that could be considered environmentally hazardous, and (ii) provide SCOLP with the weekly management reports prepared by the manager Contributors shall repair any damage to any of the Project Projects caused by Hurricane Xxxxx. In the event Contributors fail to complete either of these requirements prior Closing, Contributors shall provide a credit to Purchasers against the Agreed Values in an amount sufficient, as determined by SCOLP and including Purchasers in their sole discretion, for SCOLP and Purchasers to complete such reasonable detail as SCOLP may request;work. (iii) upon request11.3 None of the Contributors nor any of their members, confer on a regular basis with one managers, officers or more representatives employees shall remove, or cause to be removed, any paper or electronic resident files, property files, Tenant Leases, documents or other information from any Project’s offices. 11.4 Purchasers shall have the right, but not the obligation, to hire those employees of SCOLP to report on operational matters of materiality Contributors, and any proposals Project's management agent who worked at or provided services to engage in material transactions; (iv) promptly notify SCOLP of any material emergency or other material change in the condition Project, effective as of the ProjectClosing Date. Upon the consummation of the transactions contemplated herein, any material governmental complaints set forth in writing it receivessuch employees will remain employees of Contributors or such managers unless expressly retained by Purchasers at the Closing, and investigations or hearings of which Contributor receives written notice; (v) cause the Holding Company all compensation, fees, fringe benefits and Owner to not acquireother amounts due such employees, enter into an option to acquire, or exercise an option or other right or election under any other commitment or contractual obligation for the acquisition of any real property, in each case without the prior written approval of SCOLP; (vi) cause the Holding Company and the Owner not to incur or enter into any commitment to incur additional indebtedness (secured or unsecured) except for indebtedness that will be repaid at or period prior to Closing; (vii) not sellthe Closing Date, mortgage whether as hourly pay, salaries, overtime, bonus, vacation or otherwise dispose sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto including any amount payable or that becomes payable as a result of the Project; (viii) not sell, lease, mortgage or otherwise dispose termination of any Personal Property except in the ordinary course of business; (ix) provide SCOLP, its employees, agentsand all costs and taxes attributable to such employment, and representatives with reasonable access to the Project during business hours shall be paid by Contributors. Effective as reasonably necessary to facilitate SCOLP taking over operation of the Project after ClosingClosing Date, provided that any such access Contributors shall be in compliance with terminate the Agreement and shall not interfere with operation existing managers of the Projects and any Non-Assumed Project or with the Project personnel’s discharge of their duties; (x) provide rent rolls for the Project once per month; (xi) terminate the Project Contracts which SCOLP has elected to have terminatedContracts, all without cost or liability to SCOLP or the Owner post Closingat its sole expense.