Common use of Maintenance Alterations Clause in Contracts

Maintenance Alterations. a. Lessee, at Lessee’s sole cost and expense, shall maintain, repair and replace the entire Premises, including, but not limited to, all structural walls, the foundation, and the roof in good order and repair, tenantable, and in a clean, safe, and healthy condition and in compliance with all Laws, but excluding any items which are the responsibility of the Lessor pursuant to Paragraph 8.b below. b. During the Term, Lessor shall (i) maintain, in good operating condition and repair the parking areas and the means of ingress and egress to the Premises, (ii) promptly remove all excess accumulations of snow and ice from the parking areas and sidewalks and (iii) maintain any lawn areas; provided, however, the Base Rent shall be increased on a dollar for dollar basis for the cost of such repairs or maintenance and shall be billed to Lessee on a monthly basis. c. Lessee shall not make alterations, modifications or other additions to or subtractions from the Premises which result in the Premises being non-conforming or otherwise non-compliant with any Laws (“Prohibited Alterations”) or constitute a Prohibited Environmental Alteration under Paragraph 28 herein. Except for the Prohibited Alterations and Prohibited Environmental Alteration, Lessee may make such alterations, modifications, and changes to the Premises, inclusive of improvements therein, as may be proper, necessary or desirable, in Lessee’s opinion, for the conduct of its operations or business and for the full beneficial use of the Premises permitted herein (“Permitted Alterations”); provided, however, for any foundational or structural alteration, or any alteration which affects the exterior appearance of the Premises, Lessee shall (i) furnish Lessor with complete plans and specifications for the Permitted Alterations (“Plans”) which Plans shall be prepared and stamped/certified by an architect or engineer licensed by the State of Ohio, (ii) obtain Lessor’s written consent to the Plans, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) pay all costs, expenses and charges relating to the preparation and completion of the Plans and Permitted Alterations, and (iv) make the Permitted Alterations in accordance with the Plans, applicable legal requirements and in a good and workmanlike manner. All Permitted Alterations, whether installed by Lessee or Lessor, shall become Lessor’s property, and shall remain upon, and be surrendered with, the Premises without disturbance or injury upon the termination of this Lease by lapse of time or otherwise, all without payment or credit to Lessee. Lessee shall have the right to place in the Premises, at such locations therein as Lessee may from time to time determine, Lessee’s furniture, standard equipment, and trade fixtures and such personal property shall be and remain the property of Lessee, and may be removed by Lessee at any time during the Term of this Lease.

Maintenance Alterations. a. Lessee, Borrower shall at Lessee’s sole cost and expense, shall all times maintain, repair preserve and replace protect all franchises and trade names and preserve all the entire Premisesremainder of its property necessary for the continued conduct of its business and keep the Property in good repair, includingworking order and condition, but not limited toexcept for reasonable wear and use, and from time to time make, or cause to be made, all structural wallsnecessary repairs, the foundationrenewals, replacements, betterments and the roof improvements thereto in good order and repair, tenantable, and in a clean, safe, and healthy condition and in compliance accordance with all Lawsapplicable Legal Requirements. Borrower shall perform all alterations to the Improvements and Equipment in accordance with all applicable Legal Requirements. Borrower may, but excluding any items without Lender’s approval, perform alterations to the Improvements and Equipment which are the responsibility of the Lessor pursuant to Paragraph 8.b below. b. During the Term, Lessor shall (i) maintain, in good operating condition and repair the parking areas and the means of ingress and egress to the Premisesdo not constitute a Material Alteration, (ii) promptly remove all excess accumulations of snow and ice from the parking areas and sidewalks do not give rise to or cause a Material Adverse Effect and (iii) maintain are in the ordinary course of Borrower’s business. Borrower shall not perform any lawn areas; providedMaterial Alteration unless approved in writing by Lender in Lender’s reasonable discretion. With respect to any Material Alteration, howeveras a condition to Lender’s approval, the Base Rent shall be increased on a dollar Lender may, at its option, require Borrower to deliver to Lender security for dollar basis for payment of the cost of such repairs or maintenance and shall be billed Material Alteration in an amount equal to Lessee on a monthly basis. c. Lessee shall not make alterations, modifications or other additions to or subtractions from one hundred twenty five percent (125%) of the Premises which result in the Premises being non-conforming or otherwise non-compliant with any Laws (“Prohibited Alterations”) or constitute a Prohibited Environmental Alteration under Paragraph 28 herein. Except for the Prohibited Alterations and Prohibited Environmental cost of such Material Alteration, Lessee may make such alterations, modifications, and changes as estimated by Lender. Borrower shall promptly provide to Lender upon the Premises, inclusive substantial completion of improvements therein, as may be proper, necessary or desirable, in Lessee’s opinion, for the conduct of its operations or business and for the full beneficial use of the Premises permitted herein (“Permitted Alterations”); provided, however, for any foundational or structural alteration, or any alteration which affects the exterior appearance of the Premises, Lessee shall Material Alteration evidence reasonably satisfactory to Lender that: (i) furnish Lessor such Material Alteration was performed in accordance with complete all applicable Legal Requirements and in accordance with plans and specifications for the Permitted Alterations (“Plans”) which Plans shall be prepared and stamped/certified approved by an architect or engineer licensed by the State of OhioLender in Lender’s discretion, (ii) obtain Lessor’s written consent to all Permits necessary for the Plansperformance, which consent shall not be unreasonably withheld, conditioned or delayed, use and occupancy of the Material Alteration have been issued and (iii) pay all costscontractors, subcontractors and other professionals who provided labor and/or materials with respect to such Material Alteration have been paid in full and have delivered to Borrower unconditional lien releases for such labor and/or materials. Borrower shall reimburse Lender for all actual costs and expenses and charges relating to the preparation and completion of the Plans and Permitted Alterationsincurred by Lender, and (iv) make the Permitted Alterations in accordance with the Plansincluding, applicable legal requirements and in a good and workmanlike manner. All Permitted Alterations, whether installed by Lessee or Lessor, shall become Lessor’s property, and shall remain upon, and be surrendered withwithout limitation, the Premises without disturbance or injury upon the termination of fees charged by any professional engaged by Lender in connection with any such Material Alteration, under this Lease by lapse of time or otherwise, all without payment or credit to Lessee. Lessee shall have the right to place in the Premises, at such locations therein as Lessee may from time to time determine, Lessee’s furniture, standard equipment, and trade fixtures and such personal property shall be and remain the property of Lessee, and may be removed by Lessee at any time during the Term of this LeaseSection 5.2.

Maintenance Alterations. a. Lessee(a) Sublessee shall maintain the Subleased Premises in good, at Lessee’s sole cost and expense, shall maintain, repair and replace the entire Premises, including, but not limited to, all structural walls, the foundation, and the roof in good order and repair, tenantable, and in a clean, safe, safe and healthy orderly condition and in compliance with all Laws, but excluding any items which are the responsibility of the Lessor pursuant to Paragraph 8.b below. b. During throughout the Term, Lessor shall (i) maintainnormal wear and tear and casualty excepted, in good operating condition and repair the parking areas and the means of ingress and egress to the Premises, (ii) promptly remove all excess accumulations of snow and ice from the parking areas and sidewalks and (iii) maintain any lawn areas; provided, however, the Base Rent shall be increased on a dollar for dollar basis for the cost of such repairs or maintenance and shall be billed to Lessee on a monthly basiscomply with all requirements of Articles 4 and 5 of the Prime Lease. c. Lessee (b) Sublessee shall not make alterations, modifications alterations or other additions to or subtractions from the Subleased Premises which result in the Premises being non-conforming or otherwise non-compliant with any Laws (“Prohibited Alterations”) or constitute a Prohibited Environmental Alteration under Paragraph 28 herein. Except for the Prohibited Alterations without prior written approval by Sublessor and Prohibited Environmental Alteration, Lessee may make such alterations, modifications, and changes to the Premises, inclusive of improvements therein, as may be proper, necessary or desirable, in Lessee’s opinion, for the conduct of its operations or business and for the full beneficial use of the Premises permitted herein (“Permitted Alterations”); provided, however, for any foundational or structural alteration, or any alteration which affects the exterior appearance of the Premises, Lessee shall (i) furnish Lessor with complete plans and specifications for the Permitted Alterations (“Plans”) which Plans shall be prepared and stamped/certified by an architect or engineer licensed by the State of Ohio, (ii) obtain Lessor’s written consent to the PlansLandlord, which consent approval of Sublessor shall not be unreasonably withheld, conditioned withheld or delayed. Subject to the Landlord’s prior written consent, Sublessor and Sublessee agree that Sublessee shall be permitted to complete the work described on Exhibit “D” attached hereto and incorporated herein. Sublessee agrees to pay promptly when due the entire cost of any work done on the Subleased Premises by Sublessee, its agents, employees or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Subleased Premises or the Building or the real property on which the Building is located and promptly to discharge or bond over any such liens which may so attach. If any such lien shall be filed against the Subleased Premises, the Building or the real property on which the Building is located and the Sublessee shall fail to cause such lien to be discharged, or bonded over, within fifteen (iii15) pay days after receipt by Sublessee of notice of the filing thereof, Landlord and/or Sublessor, after a further five (5) days written notice, may cause such lien to be discharged by payment, bond or otherwise without investigation as to the validity thereof or as to any offsets or defenses which Sublessee may have with respect to the amount claimed. Sublessee shall reimburse Landlord or Sublessor, as applicable, as additional rent, for any cost so incurred and shall indemnify and hold harmless Landlord and Sublessor from and against any and all claims, costs, damages, liabilities and expenses and charges relating to the preparation and completion of the Plans and Permitted Alterations, and (ivincluding reasonable attorneys’ fees) make the Permitted Alterations in accordance with the Plans, applicable legal requirements and in a good and workmanlike manner. All Permitted Alterations, whether installed by Lessee or Lessor, shall become Lessor’s property, and shall remain upon, and be surrendered with, the Premises without disturbance or injury upon the termination of this Lease by lapse of time or otherwise, all without payment or credit to Lessee. Lessee shall have the right to place in the Premises, at such locations therein as Lessee may from time to time determine, Lessee’s furniture, standard equipment, and trade fixtures and such personal property shall be and remain the property of Lessee, and which may be removed incurred or suffered by Lessee at Landlord and/or Sublessor by reason of any time during the Term of this Leasesuch lien or its discharge.

Maintenance Alterations. a. LesseeSublessee shall maintain the Subleased Premises (except for the Systems and any Tenant’s Dedicated Mechanical Systems) in good, clean, safe and orderly condition throughout the Term, normal wear and tear and casualty excepted, and shall comply with all requirements of the Prime Lease (to the extent incorporated herein pursuant to Section 14 below) applicable to the Sublease or the Subleased Premises, including, without limitation, the requirements of Articles 4 and 5 thereof. b. Sublessee, at Lessee’s its sole cost and expense, shall maintain, repair and replace will be responsible for all costs relating to the entire Premisesconstruction of any Sublessee leasehold alterations or additions, including, but not limited to, all structural wallscosts for preparation of architectural, the foundationmechanical, electrical, and the roof in good order and repair, tenantableplumbing engineering plans, and in a cleanspecialty engineering, safearchitectural, contractor and healthy condition and in compliance with all Lawsconstruction services (which such services would not require Landlord or Sublessor coordination, but excluding any items which are the responsibility overhead or contractor supervision fees). Except as otherwise permitted under Section 4.1 of the Lessor Prime Lease to the extent incorporated herein pursuant to Paragraph 8.b Section 14 below. b. During the Term, Lessor shall (i) maintain, in good operating condition and repair the parking areas and the means of ingress and egress to the Premises, (ii) promptly remove all excess accumulations of snow and ice from the parking areas and sidewalks and (iii) maintain any lawn areas; provided, however, the Base Rent shall be increased on a dollar for dollar basis for the cost of such repairs or maintenance and shall be billed to Lessee on a monthly basis. c. Lessee Sublessee shall not make alterations, modifications alterations or other additions to or subtractions from the Subleased Premises which result in the Premises being non-conforming or otherwise non-compliant with any Laws (“Prohibited Alterations”) or constitute a Prohibited Environmental Alteration under Paragraph 28 herein. Except for the Prohibited Alterations without prior written approval by Sublessor and Prohibited Environmental Alteration, Lessee may make such alterations, modifications, and changes to the Premises, inclusive of improvements therein, as may be proper, necessary or desirable, in Lessee’s opinion, for the conduct of its operations or business and for the full beneficial use of the Premises permitted herein (“Permitted Alterations”); provided, however, for any foundational or structural alteration, or any alteration which affects the exterior appearance of the Premises, Lessee shall (i) furnish Lessor with complete plans and specifications for the Permitted Alterations (“Plans”) which Plans shall be prepared and stamped/certified by an architect or engineer licensed by the State of Ohio, (ii) obtain Lessor’s written consent to the PlansLandlord, which consent approval of Sublessor shall not be unreasonably withheld, conditioned or delayed. Sublessee agrees to pay promptly when due the entire cost of any work done on the Subleased Premises by Sublessee, its agents, employees or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Subleased Premises or the Building or the real property on which the Building is located and promptly to discharge or bond over any such liens which may so attach. If any such lien shall be filed against the Subleased Premises, the Building or the real property on which the Building is located and the Sublessee shall fail to cause such lien to be discharged, or bonded over, within fifteen (iii15) pay days after receipt by Sublessee of written notice of the filing thereof, Landlord and/or Sublessor, not sooner than five (5) days after providing additional written notice, may cause such lien to be discharged by payment, bond or otherwise without investigation as to the validity thereof or as to any offsets or defenses which Sublessee may have with respect to the amount claimed. Sublessee shall reimburse Landlord or Sublessor, as applicable, as additional rent, for any cost so incurred and shall indemnify and hold harmless Landlord and Sublessor from and against any and all claims, costs, damages, liabilities and expenses and charges relating to the preparation and completion of the Plans and Permitted Alterations, and (ivincluding reasonable attorneys’ fees) make the Permitted Alterations in accordance with the Plans, applicable legal requirements and in a good and workmanlike manner. All Permitted Alterations, whether installed by Lessee or Lessor, shall become Lessor’s property, and shall remain upon, and be surrendered with, the Premises without disturbance or injury upon the termination of this Lease by lapse of time or otherwise, all without payment or credit to Lessee. Lessee shall have the right to place in the Premises, at such locations therein as Lessee may from time to time determine, Lessee’s furniture, standard equipment, and trade fixtures and such personal property shall be and remain the property of Lessee, and which may be removed incurred or suffered by Lessee at Landlord and/or Sublessor by reason of any time during the Term of this Leasesuch lien or its discharge.