Common use of Maintenance, Alterations and Improvements Clause in Contracts

Maintenance, Alterations and Improvements. (a) During the term of this Agreement, the Lessee will keep the Facility or cause the Facility to be kept in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this Agreement, and will make all replacements, renewals and repairs thereto (whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee at the Facility shall not be impaired or diminished in any way. All replacements, renewals and repairs shall be equal in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility therefor. (b) The Lessee shall have the privilege of making such alterations of or additions to the Facility or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, provided that (i) as a result of such alterations or additions, the fair market value of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, and

Maintenance, Alterations and Improvements. (a) During The Company will, at its own expense, (i) keep the term of this AgreementProject in as reasonably safe condition as its operations permit, and (ii) keep the Plant, the Lessee will keep Leased Equipment and the Facility or cause other improvements located on the Facility to be kept Leased Realty in good and safe operating order and conditionrepair, ordinary wear and tear exceptedfrom time to time make all needful and proper repairs, will occupyrenewals and replacements thereto. The Company agrees to pay all gas, electric light and power, water, sewer and all other charges for the operation, maintenance, use and operate the Facility in the manner for which it was intended and contemplated by this Agreement, and will make all replacements, renewals and repairs thereto (whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations upkeep of the Lessee Plant, Leased Equipment and the Sublessee at the Facility shall not be impaired or diminished in any way. All replacements, renewals and repairs shall be equal in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility thereforProject. (b) The Lessee shall have Company may, also at its own expense, make any additions, improvements or alternations to the privilege Project that it may deem desirable for its business purposes, provided that such additions, improvements or alterations do not adversely affect the value or utility of the Project or its character as a "project" under said Act No. 648. In lieu of making such additions, improvements or alterations of or additions itself, the Company may, if it so desires, furnish to the Facility Board the funds necessary therefor, in which case the Board will proceed to make such additions, improvements or alterations. (c) All such additions, improvements and alterations whether made by the Company or the Board shall become a part of the Project and shall be covered by the Mortgage; provided however, that any machinery, equipment, furniture or fixtures installed by the Company (not the Board) on the Project without expense to the Board and not constituting a part of the Leased Equipment or repairs, renewals or replacements of the Leased Equipment or the Plant may be removed by the Company at any time and from time to time while it is not in default under the terms of this Lease Agreement; and provided further that any damage to the Project occasioned by such removal shall be repaired by the Company at its own expense. The Company will not permit any mechanics or other liens to stand against the Project for labor or material furnished it in connection with any additions, improvements, alterations or repairs so made by it. The Company may, however, in good faith contest any such mechanics' or other liens and in such event may permit any such liens to remain unsatisfied and undischarged during the period of such contest and any appeal therefrom unless by such action the lien of the Mortgage on the Project or any part thereof, or the Project or any part thereof from time shall be subject to time as it lose or forfeiture, in its discretion may determine to either of which events such mechanics' or other liens shall be desirable for its uses and purposes, provided thatpromptly satisfied. (id) as The Company may, also at its own expense, connect or "tie-in" walls and utility and other facilities located on the Leased Realty to other facilities owned or leased by it on real property adjacent to the Leased Realty or partly on such adjacent real property and partly on the Leased Realty but only if the Company furnishes the Board and the Trustee a result certificate of a nationally recognized independent consulting engineering firm that such alterations or additionsconnection and "tie-in" of walls and facilities will not impair the operating unity of the Plant (that is, the fair market value operating unity of that portion of said Plant, as extended, that is located wholly within the boundary lines of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, andLeased Realty).

Maintenance, Alterations and Improvements. (a) During the term of this Agreement, the Lessee will keep the Facility or cause the Facility to be kept in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was designed and intended and contemplated by this Agreement, and will make all replacements, renewals and repairs thereto (whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen) reasonably necessary to ensure that the operations of security for the Lessee and the Sublessee at the Facility Bonds shall not be impaired or diminished in any waymaterially impaired. All replacements, renewals and repairs shall be substantially equal in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility therefor. (b) The Lessee shall have the privilege of making such alterations of or additions to the Facility or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, provided that that (i) as a result of such alterations or additions, the fair market value of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not substantially impaired, , (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance compliance, in all material respects, with all applicable legal requirements, Legal Requirements, (iii) such additions or alterations to the Facility are promptly and fully paid for by the Lessee in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, andand (iv) such additions or alterations do not substantially change the nature of the Facility so that it would not constitute a qualified "project" as defined in and as contemplated by the Act. All such alterations of and additions to the Facility shall constitute a part of the Facility, subject to this Agreement, and the Indenture, and the Lessee shall deliver or cause to be delivered to the Agency appropriate documents as may be reasonably necessary to convey a leasehold interest in such property to the Agency and to subject such property to this Agreement and the lien and security interest of the Indenture, free and clear of all liens, charges, encumbrances, security interests or claims other than Permitted Encumbrances. (c) The Lessee shall have the right to install or permit to be installed at the Facility, machinery, equipment and other personal property not constituting part of the Facility (the "Lessee's Property") without conveying a leasehold interest in such property to the Agency nor subjecting such property to this Agreement. The Agency shall not be responsible for any loss of or damage to the Lessee's Property. The Lessee shall have the right to create or permit to be created any mortgage, encumbrance, lien or charge on, or conditional sale or other title retention agreement with respect to, the Lessee's Property. (d) The Lessee shall not create, permit or suffer to exist any mortgage, encumbrance, lien, security interest, claim or charge against the Facility or any part thereof, or the interest of the Lessee in the Facility or this Agreement except for Permitted Encumbrances.

Maintenance, Alterations and Improvements. (a) During the term of this Agreement, the Lessee will keep the Facility or cause the Facility to be kept in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this Agreement, and will make all replacements, renewals and repairs thereto (whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee at the Facility shall not be impaired or diminished in any way. All replacements, renewals and repairs shall be equal in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility therefor. (b) The Lessee shall have the privilege of making such alterations of or additions to the Facility or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, provided that (i) as a result of such alterations or additions, the fair market value of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for by the Lessee in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, (iv) (Reserved), and (v) such additions or alterations do not change the nature of the Facility so that it would not constitute an Approved Facility and a “project” within the meaning of the Act. All alterations of and additions to the Facility shall constitute a part of the Facility, subject to this Agreement and the Sublease Agreement, and the Lessee shall deliver or cause to be delivered to the Agency appropriate documents as may be necessary to convey title to such property to the Agency and to subject such property to this Agreement and the Sublease Agreement, free and clear of all liens, charges, encumbrances, security interests or claims other than Permitted Encumbrances. (c) The Lessee and Sublessee shall have the right to install or permit to be installed at the Facility machinery, equipment and other personal property at the Lessee’s own cost and expense (the “Lessee’s Property”) without utilizing the Sales Tax Letter therefore and without conveying title to such Lessee’s Property to the Agency nor subjecting such Lessee’s Property to this Agreement and the Sublease Agreement. The Lessee’s Property shall not constitute part of the Facility leased hereunder. The Agency shall not be responsible for any loss of or damage to the Lessee’s Property. The Lessee shall have the right to create or permit to be created any mortgage, encumbrance, lien or charge on, or conditional sale or other title retention agreement with respect to, the Lessee’s Property, without the consent of or notice to the Agency. (d) The Lessee shall not create, permit or suffer to exist any mortgage, encumbrance, lien, security interest, claim or charge against the Facility or any part thereof, or the interest of the Agency or the Lessee or the Sublessee in the Facility or this Agreement or the Sublease Agreement except for Permitted Encumbrances. (e) (Reserved).

Maintenance, Alterations and Improvements. (a) During the term of this AgreementThe Company will, the Lessee will at its own expense, (i) keep the Facility or cause Project in as reasonably safe condition as its operations permit, and (ii) keep the Facility to be kept Project in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this Agreementrepair, and will from time to time make all replacementsneedful and proper repairs, renewals and repairs thereto (whether ordinary or extraordinaryreplacements thereto, including external and structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee at the Facility shall not be impaired or diminished in any way. All replacementsrepairs, renewals and repairs shall be equal in qualityreplacements. In lieu of making such repairs, class renewals and value replacements, the Company may, if it so desires, furnish to the original work and be made and installed IDB the funds necessary therefor, in compliance with which case the requirements of all governmental bodies. The Agency shall be under no obligation IDB will proceed to replace, service, test, adjust, erect, maintain or effect replacementsmake such repairs, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility thereforreplacements. (b) The Lessee shall have Subject to the privilege provisions of the Indenture, the Company may, also at its own expense, make any additions, improvements or alterations to the Project that it may deem desirable for its business purposes, provided that such additions, improvements or alterations do not, subject to the approval of the Bank, adversely affect the value or utility of the Project or its character as a “project” under the Act or the character of the Project as qualifying facilities under Section 144(a)(12)(C) of the Code. In lieu of making such additions, improvements or alterations of or additions itself, the Company may, if it so desires, furnish to the Facility IDB the funds necessary therefor, in which case the IDB will proceed to make such additions, improvements or alterations. In connection with any such additions, improvements or alterations (including for this purpose additional machinery or equipment) and in connection with completing the Project (should Bond proceeds prove insufficient therefor), the Company may incur additional indebtedness secured by one or more liens on or security interests in the Project or any part thereof, and the IDB shall join in the granting of such liens and security interests as the Company may request, provided any such lien or security interest (other than a purchase money security interest, which may be prior in rank) shall be subordinated in rank to the lien and security interest of the Mortgages. (c) All such additions, improvements and alterations made by the Company or the IDB shall become a part of the Project and shall be subject to the demise of this Lease Agreement and the lien of the Mortgages; provided, however, that any equipment, furniture or fixtures installed on the Project by the Company and not constituting replacements or renewals of Equipment constituting a part of the Project may, subject to the provisions of the Mortgages, be removed by the Company at any time and from time to time while it is not in default under the terms of this Lease Agreement; and provided further, that any damage to the Project occasioned by such removal shall be repaired by the Company at its own expense. The same provisions will apply with respect to equipment, furnishings or fixtures of any sublessee or user of the Project pursuant to Section 3.5 hereof. (d) The Company will not permit any mechanic’s or other liens to stand against the Project for labor or material furnished by others in connection with the original acquisition, construction or equipping of the Project or any additions, improvements, alterations or repairs so made by the Company. The Company may, however, in good faith contest any such mechanic’s or other liens and in such event may permit any such liens to remain unsatisfied and undischarged during the period of such contest and any appeal therefrom unless by such action the Project or any part thereof from time shall in the reasonable judgment of the Bank be subject to time loss or forfeiture, in which event such mechanic’s or other liens shall be promptly satisfied. (e) The Company may, also at its own expense, subject to the provisions of the Indenture, connect or “tie-in” walls and utility and other facilities located on the Realty to other facilities owned or leased by it on real property adjacent to the Realty or partly on such adjacent real property and partly on the Realty but only if the Company furnishes the IDB and the Bank a certificate of an Independent Engineer that such connection and “tie-in” of walls and facilities will not unreasonably interfere with the operation of the Project. (f) The IDB will, upon request of the Company, grant such utility, transportation and other similar easements over, across or under the Realty as it shall be necessary or convenient for the furnishing of utility and other similar services or the provision of ingress or egress in its discretion may determine respect of the Realty or other real property adjacent to be desirable for its uses and purposesor near the Realty, provided that (i) as that such easements shall not adversely affect the operations of any facilities forming a result of such alterations or additions, the fair market value part of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, andProject.

Maintenance, Alterations and Improvements. (a) During the term of this Agreement, the Lessee Company will keep the Facility or cause the Facility to be kept in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this Agreement, and will make all replacements, renewals and repairs thereto (whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee Company at the Facility shall not be impaired or diminished in any way. All replacements, renewals and repairs shall be equal in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee Company hereby agrees to assume full responsibility therefor. (b) The Lessee Company shall have the privilege of making such alterations of or additions to the Facility or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, provided that (i) as a result of such alterations or additions, the fair market value of the Facility is not reduced below its it value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for by the Company in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, and (iv) such additions or alterations do not change the nature of the Facility so that it would not constitute an Approved Facility and a “project” within the meaning of the Act. All alterations of and additions to the Facility shall constitute a part of the Facility, subject to this Agreement, and the Company shall deliver or cause to be delivered to the Agency appropriate documents as may be necessary to convey leasehold title to such property to the Agency and to subject such property to this Agreement, free and clear of all liens, charges, encumbrances, security interests or claims other than Permitted Encumbrances. (c) The Company shall have the right to install or permit to be installed at the Facility machinery, equipment and other personal property at the Company’s own cost and expense (the “Company’s Property”) without utilizing the Sales Tax Letter therefor and without conveying title to such Company’s Property to the Agency nor subjecting such Company’s Property to this Agreement. The Company’s Property shall not constitute part of the Facility leased hereunder. The Agency shall not be responsible for any loss of or damage to the Company’s Property. The Company shall have the right to create or permit to be created any mortgage, encumbrance, lien or charge on, or conditional sale or other title retention agreement with respect to, the Company’s Property, without the consent of or notice to the Agency. (d) The Company shall not create, permit or suffer to exist any mortgage, encumbrance, lien, security interest, claim or charge against the Facility or any part thereof, or the interest of the Agency or the Company in the Facility or this Agreement except for Permitted Encumbrances.

Maintenance, Alterations and Improvements. (a) During the term of this Agreement, the Lessee will keep the Facility or cause the Facility to be kept in good and safe operating order and condition, (subject to any periods of construction or renovation of any portion of the Facility), ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this AgreementAgreement (subject to any periods of construction or renovation of any portion of the Facility), and will make all replacements, renewals and repairs thereto (whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee at the Facility shall not be impaired or diminished in any material way. All replacements, renewals and repairs shall be equal or better in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility therefor. (b) The Lessee shall have the privilege of making such alterations of or additions to the Facility or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, provided that: (i) as a result of such alterations or additions, the fair market value of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not materially impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for by the Lessee in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, and (iv) such additions or alterations do not change the nature of the Facility so that it would not constitute an Approved Facility and a “project” within the meaning of the Act. The Agency agrees at the sole cost of the Lessee and upon reasonable notice from the Lessee to execute all applications for variances, site plans, building permits and any other municipal approvals reasonably necessary to accomplish same and to create utility or other similar easements provided that such applications, site plans, building permits or other municipal approvals are reasonably acceptable to the Agency and do not materially increase the liability of the Agency. All alterations of and additions to the Facility shall constitute a part of the Facility, subject to this Agreement and the Sublease Agreement, and the Lessee shall deliver or cause to be delivered to the Agency appropriate documents as may be necessary to convey title to such property to the Agency and to subject such property to this Agreement and the Sublease Agreement, free and clear of all liens, charges, encumbrances, security interests or claims other than Permitted Encumbrances. (c) The Lessee and Sublessee shall have the right to install or permit to be installed at the Facility machinery, equipment and other personal property at the Lessee’s or Sublessee's own cost and expense (the “Lessee’s Property”) without utilizing the Sales Tax Letter therefor and without conveying title to such Xxxxxx’s Property to the Agency nor subjecting such Lessee’s Property to this Agreement and the Sublease Agreement. The Lessee’s Property shall not constitute part of the Facility leased hereunder. The Agency shall not be responsible for any loss of or damage to the Lessee’s Property. The Lessee shall have the right to create or permit to be created any mortgage, encumbrance, lien or charge on, or conditional sale or other title retention agreement with respect to, the Lessee’s Property, without the consent of or notice to the Agency. (d) The Lessee shall not create, permit or suffer to exist any mortgage, encumbrance, lien, security interest, claim or charge against the Facility or any part thereof, or the interest of the Agency or the Lessee or the Sublessee in the Facility or this Agreement or the Sublease Agreement except for Permitted Encumbrances.

Maintenance, Alterations and Improvements. (a) During the term of this Agreement, the Lessee will keep the Facility or cause the Facility to be kept in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this Agreement, and will make all replacements, renewals and repairs thereto (whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee at the Facility shall not be impaired or diminished in any way. All replacements, renewals and repairs shall be equal in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility therefor. (b) The Lessee shall have the privilege of making such alterations of or additions to the Facility or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, provided that (i) as a result of such alterations or additions, the fair market value of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for by the Lessee in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, (iv) (Reserved), and (v) such additions or alterations do not change the nature of the Facility so that it would not constitute an Approved Facility and a “project” within the meaning of the Act. All alterations of and additions to the Facility shall constitute a part of the Facility, subject to this Agreement and the Sublease Agreement, and the Lessee shall deliver or cause to be delivered to the Agency appropriate documents as may be necessary to convey title to such property to the Agency and to subject such property to this Agreement and the Sublease Agreement, free and clear of all liens, charges, encumbrances, security interests or claims other than Permitted Encumbrances. (c) The Lessee and Sublessee shall have the right to install or permit to be installed at the Facility machinery, equipment and other personal property at the Lessee’s own cost and expense (the “Lessee’s Property”) without utilizing the Sales Tax Letter therefore and without conveying title to such Lessee’s Property to the Agency nor subjecting such Xxxxxx’s Property to this Agreement and the Sublease Agreement. The Lessee’s Property shall not constitute part of the Facility leased hereunder. The Agency shall not be responsible for any loss of or damage to the Lessee’s Property. The Lessee shall have the right to create or permit to be created any mortgage, encumbrance, lien or charge on, or conditional sale or other title retention agreement with respect to, the Lessee’s Property, without the consent of or notice to the Agency. (d) The Lessee shall not create, permit or suffer to exist any mortgage, encumbrance, lien, security interest, claim or charge against the Facility or any part thereof, or the interest of the Agency or the Lessee or the Sublessee in the Facility or this Agreement or the Sublease Agreement except for Permitted Encumbrances. (e) (Reserved).

Maintenance, Alterations and Improvements. (a) During the term of this AgreementThe Company will, the Lessee will at its own expense, (i) keep the Facility or cause Project in as reasonably safe condition as its operations permit, and (ii) keep the Facility to be kept Project in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this Agreementrepair, and will from time to time make all replacementsneedful and proper repairs, renewals and repairs thereto (whether ordinary or extraordinaryreplacements thereto, including external and structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee at the Facility shall not be impaired or diminished in any way. All replacementsrepairs, renewals and repairs shall be equal in qualityreplacements. In lieu of making such repairs, class renewals and value replacements, the Company may, if it so desires, furnish to the original work and be made and installed Issuer the funds necessary therefor, in compliance with which case the requirements of all governmental bodies. The Agency shall be under no obligation Issuer will proceed to replace, service, test, adjust, erect, maintain or effect replacementsmake such repairs, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility thereforreplacements. (b) The Lessee shall have Subject to the privilege provisions of the Mortgage, the Company may, also at its own expense, make any additions, improvements or alterations to the Project that it may deem desirable for its business purposes, provided that such additions, improvements or alterations do not adversely affect the value or utility of the Project or its character as a "project" under the Act or the character of the Project as qualifying facilities under Section 144(a)(12)(C) of the Code. In lieu of making such additions, improvements or alterations of or additions itself, the Company may, if it so desires, furnish to the Facility Issuer the funds necessary therefor, in which case the Issuer will proceed to make such additions, improvements or alterations. In connection with any such additions, improvements or alterations (including for this purpose additional machinery or equipment) and in connection with completing the Project (should Bond proceeds prove insufficient therefor), the Company may incur additional indebtedness secured by one or more liens on or security interests in the Project or any part thereof, and the Issuer shall join in the granting of such liens and security interests as the Company may request, provided any such lien or security interest (other than a purchase money security interest, which may be prior in rank) shall be subordinated in rank to the lien and security interest of the Mortgage. (c) All such additions, improvements and alterations made by the Company or the Issuer shall become a part of the Project and shall be subject to the demise of this Lease Agreement and the lien of the Mortgage; provided, however, that any equipment, furniture or fixtures installed on the Project by the Company and not constituting replacements or renewals of Equipment constituting a part of the Project may, subject to the provisions of the Mortgage, be removed by the Company at any time and from time to time while it is not in default under the terms of this Lease Agreement; and provided further, that any damage to the Project occasioned by such removal shall be repaired by the Company at its own expense. The same provisions will apply with respect to equipment, furnishings or fixtures of any sublessee or user of the Project pursuant to Section 3.5 hereof. (d) The Company will not permit any mechanic's or other liens to stand against the Project for labor or material furnished by others in connection with the acquisition, construction or equipping of the Project or any additions, improvements, alterations or repairs so made by the Company. The Company may, however, in good faith contest any such mechanic's or other liens and in such event may permit any such liens to remain unsatisfied and undischarged during the period of such contest and any appeal therefrom unless by such action the Project or any part thereof from time shall be subject to time loss or forfeiture, in which event such mechanic's or other liens shall be promptly satisfied. (e) The Company may, also at its own expense, subject to the provisions of the Mortgage, connect or "tie-in" walls and utility and other facilities located on the Leased Realty to other facilities owned or leased by it on real property adjacent to the Leased Realty or partly on such adjacent real property and partly on the Leased Realty but only if the Company furnishes the Issuer and the Bank a certificate of an Independent Engineer that such connection and "tie-in" of walls and facilities will not unreasonably interfere with the operation of the Project. (f) The Issuer will, upon request of the Company, grant such utility, transportation and other similar easements over, across or under the Leased Realty as it shall be necessary or convenient for the furnishing of utility and other similar services or the provision of ingress or egress in its discretion may determine respect of the Leased Realty or other real property adjacent to be desirable for its uses and purposesor near the Leased Realty, provided that (i) as that such easements shall not adversely affect the operations of any facilities forming a result of such alterations or additions, the fair market value part of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, andProject.

Maintenance, Alterations and Improvements. (a) During the term of this AgreementThe Company will, the Lessee will at its own expense, (i) keep the Facility or cause Project in as reasonably safe condition as its operations permit, and (ii) keep the Facility to be kept Project in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this Agreementrepair, and will from time to time make all replacementsneedful and proper repairs, renewals and repairs thereto (whether ordinary or extraordinaryreplacements thereto, including external and structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee at the Facility shall not be impaired or diminished in any way. All replacementsrepairs, renewals and repairs shall be equal in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility therefor. (b) The Lessee Subject to the provisions of the Mortgage, the Company may, also at its own expense, make any additions, improvements or alterations to the Project that it may deem desirable for its business purposes, provided that such additions, improvements or alterations do not adversely affect the value or utility of the Project or its character as a “project” under the Act or the character of the Project as qualifying facilities under Section 144(a)(12)(C) of the Code. All such additions, improvements and alterations shall become a part of the Project and shall be subject to the demise of this Lease and the lien of the Mortgage. In connection with any such additions, improvements or alterations (including for this purpose additional machinery or equipment) and in connection with completing the 2017 Project (should Bond proceeds prove insufficient therefor), the Company may incur additional indebtedness secured by one or more liens on or security interests in the Project or any part thereof, and the IDB shall join in the granting of such liens and security interests as the Company may request; -provided, however, that any such lien or security interest (other than a purchase money security interest, which may be prior in rank) shall be subordinated in rank to the lien and security interest of the Mortgage. (c) Subject to the provisions of the Mortgage, the Company may, if no Event of Default shall have occurred and be continuing, (i) remove or sever any item of the privilege Equipment from the Project and use such item in its other operations or sell or otherwise dispose of making such alterations item in any way the Company may see fit, free of or additions the demise of this Lease and of the lien of the Mortgage, provided that the Company shall first have substituted property of equal value and utility, free and clear of liens prior to the Facility lien of the Mortgage, or shall have applied the proceeds of such disposition to the redemption of Bonds; and (ii) remove or sever any item of equipment, furniture or fixtures installed at the Project by the Company and not constituting an item of Equipment or a replacement or renewal thereof, free of the demise of this Lease and of the lien of the Mortgage. The same provisions set forth in clause (ii) of the preceding sentence will apply with respect to equipment, furnishings or fixtures of any sublessee or user of the Project pursuant to Section 3.5 hereof. Any damage to the Project occasioned by any such removal shall be repaired by the. Company or by such sublessee or user at its own expense. (d) The Company will not permit any mechanic’s or other liens to stand against the Project for labor or material furnished by others in connection with the acquisition, construction or equipping of the 2017 Project or any additions, improvements, alterations or repairs so made by the Company. The Company may, however, in good faith contest any such mechanic’s or other liens and in such event may permit any such liens to remain unsatisfied and undischarged during the period of such contest and any appeal therefrom unless by such action the Project or any part thereof from time shall, in the reasonable judgment of the Holder, be subject to time loss or forfeiture, in which event such mechanic’s or other liens shall be promptly satisfied. (e) The Company may, also at its own expense, subject to the provisions of the Mortgage, connect or “tie-in” walls and utility and other facilities located on the Leased Realty to other facilities owned or leased by it on real property adjacent to the Leased Realty or partly on such adjacent real property and partly on the Leased Realty but only if the Company furnishes to the IDB and the Holder a certificate of an Independent Engineer that such connection and “tie-in” of walls and facilities will not unreasonably interfere with the operation of the Project. (f) The IDB will, upon request of the Company, grant such utility, transportation and other similar easements over, across or under the Leased Realty as it shall be necessary or convenient for the furnishing of utility and other similar services or the provision of ingress or egress in its discretion may determine respect of the Leased Realty or other real property adjacent to be desirable for its uses and purposesor near the Leased Realty, provided that (i) as that such easements shall not adversely affect the operations of any facilities forming a result of such alterations or additions, the fair market value part of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, andProject.

Maintenance, Alterations and Improvements. (a) During the term of this Agreement, the Lessee will keep the Facility or cause the Facility to be kept in good and safe operating order and condition, ordinary wear and tear excepted, will occupy, use and operate the Facility in the manner for which it was intended and contemplated by this Agreement, and will make all replacements, renewals and repairs thereto (whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen) necessary to ensure that the operations of the Lessee and the Sublessee at the Facility shall not be impaired or diminished in any way. All replacements, renewals and repairs shall be equal in quality, class and value to the original work and be made and installed in compliance with the requirements of all governmental bodies. The Agency shall be under no obligation to replace, service, test, adjust, erect, maintain or effect replacements, renewals or repairs of the Facility, to effect the replacement of any inadequate, obsolete, worn-out or unsuitable parts of the Facility, or to furnish any utilities or services for the Facility and the Lessee hereby agrees to assume full responsibility therefor. (b) The Lessee shall have the privilege of making such alterations of or additions to the Facility or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, provided that (i) as a result of such alterations or additions, the fair market value of the Facility is not reduced below its value immediately before such alteration or addition and the usefulness, the structural integrity or operating efficiency of the Facility is not impaired, (ii) such additions or alterations are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable legal requirements, (iii) such additions or alterations are promptly and fully paid for by the Lessee in accordance with the terms of the applicable contract(s) therefor, and in order that the Facility shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or claim other than Permitted Encumbrances, and