Common use of Obligation to Maintain Clause in Contracts

Obligation to Maintain. Except to the extent that (a) this Lease otherwise expressly provides or allows or (b) Construction is being performed, Tenant shall during the Term cause (which may be by enforcement of provisions in Subleases as to Subleased Premises) the Premises to be kept and maintained in good order, condition, and repair (which for these purposes shall mean in accordance with the standards for maintenance and building set forth in the City of North Miami Code of Ordinances as same may be amended or replaced from time to time, and other Laws), subject to Loss (governed by other provisions of this Lease), and reasonable wear and tear. Tenant’s obligation to cause the Premises to be maintained includes an obligation to cause to be made all repairs that the Premises (including plumbing, heating, air conditioning, ventilating, electrical, lighting, fixtures, walls, Structure, building systems, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, site improvements, curb cuts, parking lots, fences and signs located in, on or at the Premises, together with (to the extent not publicly dedicated) any sidewalks and streets adjacent to the Premises) and as may be required by Law from time to time during the Term, whether structural or nonstructural, foreseen or unforeseen, capital or operating. Tenant shall cause trash and debris to be removed from the Premises and the adjoining sidewalks, and cause them to be maintained in a reasonably clean condition. Tenant shall not be in default of the foregoing obligations until it has received a Minor Default Notice which includes, in all capital and bold letters in a size no smaller than the largest print on the Minor Default Notice, the following legend: "FAILURE TO TIMELY TAKE ACTION MAY RESULT IN ENFORCEMENT ACTION” and the opportunity to cure afforded Tenant in the definition of Delay Fee in this Lease, provided however that if the specified default is due to the conduct of a Subtenant and is not within Tenant’s direct control and therefore cannot with due diligence be cured within ten (10) Business Days from such Minor Default Notice, Tenant shall have additional time prior to the imposition of the Delay Fee to cure such specified default if it duly commences such cure (which may be by enforcement of provisions in Subleases as to Subleased Premises) within such period and then diligently prosecutes such cure to completion. Landlord's sole remedies for breach of these obligations shall be limited to specific performance and/or payment of the Delay Fee, and Tenant waives all defenses, except defense of performance, in any action brought by Landlord to enforce its rights under this Section.

Obligation to Maintain. Except to the extent that (a) this Lease otherwise expressly provides or allows or (b) Construction is being performedLandlord shall, Tenant shall during the Term cause (which may be by enforcement of provisions in Subleases as to Subleased Premises) Term, keep and maintain the Premises to be kept and maintained the Existing FF&E in good order, condition, and repair (which for these purposes shall mean in accordance with the standards for maintenance repair, as reasonably specified and building set forth in the City of North Miami Code of Ordinances as same may be amended or replaced from time prioritized by Tenant according to time, and other Laws)Tenant’s operational needs, subject to Loss (governed by other provisions of this Lease), and reasonable wear and tear. TenantXxxxxxxx’s obligation to cause maintain the Premises to be maintained and the Existing FF&E includes an obligation to cause to be made make all repairs repairs, improvements and replacements that the Premises (including plumbing, heating, air conditioning, ventilating, electrical, lighting, fixtures, walls, Structure, building systems, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, site improvements, curb cuts, parking lots, fences and signs located in, on or at the Premises, together with (to the extent not publicly dedicated) any sidewalks and streets adjacent to the Premises) and as Existing FF&E may be required require by Law from time to time during the Term, whether structural or nonstructural, foreseen or unforeseen, capital or operating. Tenant shall cause trash and debris to be removed from The parties acknowledge the Premises and the adjoining sidewalksExisting FF&E will require significant and ongoing maintenance, repair, and cause them improvements. The parties agree that Tenant, as the operator of the Premises, shall have the principal interest in determining the priority and schedule of Premises and Existing FF&E maintenance, repair, improvements and/or replacements, as applicable. Therefore, beginning on the Execution Date, Tenant shall develop a schedule of maintenance, alterations and construction for the Premises (the “Improvements Schedule”). Tenant will have sole discretion in determining and prioritizing projects on the Improvements Schedule except as may be required to comply with the provisions of the Measure C (2018). Prior to undertaking any project described in the Improvements Schedule, Tenant shall provide the Improvements Schedule to Landlord so that Landlord can determine whether the expenditures comply with Measure C. Beginning on the Commencement Date, Landlord shall make Two Million Dollars ($2,000,000) (“Improvements Fund”) annually available to fund (i) the Improvements Schedule projects and (ii) any repairs, improvements or replacements of Existing FF&E and/or procurement of new FF&E for Hospital operations as determined by Tenant in its sole discretion (“New FF&E”). Landlord shall make the Improvements Funds available each year of this Lease in two equal installments. The first installment will be maintained in a reasonably clean conditionmade available to Tenant on the Commencement Date and each subsequent anniversary of the Commencement Date during the Term. The second installment will be made available to Tenant on the date that is six months after the Commencement Date and thereafter on the date that is six months after each Commencement Date anniversary during the Term. Tenant shall provide an accounting annually to Landlord of the use the Improvements Fund and for the purpose of retrospective review and validation on the use of Measure C funds. Notwithstanding anything herein to the contrary, any FF&E Tenant acquires or leases during the Term for Hospital operations using funds other than the Improvements Fund shall not be in default of the foregoing obligations until it has received a Minor Default Notice which includes, in all capital and bold letters in a size no smaller than the largest print on the Minor Default Notice, the following legend: "FAILURE TO TIMELY TAKE ACTION MAY RESULT IN ENFORCEMENT ACTION” and the opportunity to cure afforded Tenant included in the definition of Delay Fee “New FF&E.” Landlord shall deposit the Improvements Fund in this Leasean account. Tenant shall manage the Improvements Fund account and shall have authority to withdraw money for Improvements Schedule projects and FF&E related expenses as described herein. On each anniversary of the Commencement Date, the Improvements Fund shall be increased by an amount equal to the product of (a) the Improvements Fund for the immediately preceding year multiplied by (b) the CPI Adjustment Factor, provided however that if in no event will the specified default is due Improvements Fund ever be an amount less than Two Million Dollars ($2,000,000). Any surplus of the Improvements Fund from a given year will be carried forward and added to the conduct of a Subtenant and is not within Tenantfollowing year’s direct control and therefore cannot with due diligence be cured within ten (10) Business Days from such Minor Default Notice, Tenant shall have additional time prior to the imposition of the Delay Fee to cure such specified default if it duly commences such cure (which may be by enforcement of provisions in Subleases as to Subleased Premises) within such period and then diligently prosecutes such cure to completion. Landlord's sole remedies for breach of these obligations shall be limited to specific performance and/or payment of the Delay Fee, and Tenant waives all defenses, except defense of performance, in any action brought by Landlord to enforce its rights under this SectionImprovements Fund.

Obligation to Maintain. Except to the extent that (a) this Lease otherwise expressly provides or allows or (b) with respect only as to those portions of the Premises upon which Construction is being performed, Tenant shall during the Term cause (which may be by enforcement of provisions in Subleases as to Subleased Premises) the Premises to be kept and maintained in good order, condition, and repair (which for these purposes shall mean in accordance with the standards for maintenance and building set forth in the City of North Miami Code of Ordinances as same may be amended or replaced from time to time, and other Laws), subject to Loss (governed by other provisions of this Lease), and reasonable wear and tear. Tenant’s obligation to cause the Premises to be maintained includes an obligation to cause to be made (which may be by enforcement of provisions in Subleases as to Subleased Premises) all repairs that on or to the Premises (including plumbing, heating, air conditioning, ventilating, electrical, lighting, fixtures, walls, Structure, building systems, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, site improvements, curb cuts, parking lots, fences and signs located in, on or at the Premises, together with (to the extent not publicly dedicated) any sidewalks and streets adjacent to the Premises) and as may be required by Law from time to time during the Term, whether structural or nonstructural, foreseen or unforeseen, capital or operating. Tenant shall cause trash and debris to be removed from the Premises and the adjoining sidewalks, and cause them to be maintained in a reasonably clean condition. Tenant shall not be in default of the foregoing obligations until it has received a Minor Notice of Default Notice which includes, in all capital and bold letters in a size no smaller than the largest print on the Minor Default Notice, the following legend: "FAILURE TO TIMELY TAKE ACTION MAY RESULT IN ENFORCEMENT ACTION” includes and the opportunity to cure afforded Tenant in the definition of Delay Fee in this Lease, provided however that if the specified default is due to the conduct of a Subtenant and is not within Tenant’s direct control and therefore cannot with due diligence be cured within ten (10) Business Days from such Minor Default NoticeNotice of Default, Tenant shall have additional time prior to the imposition of the Delay Fee to cure such specified default if it duly commences such cure (which may be by enforcement of provisions in Subleases as to Subleased Premises) within such period and then diligently prosecutes such cure to completion. Subject to Section 23.1.8, Landlord's sole remedies for breach of these obligations shall be limited to specific performance and/or payment of the Delay Fee, and Tenant waives all defenses, except defense the defenses of performanceperformance and Unavoidable Delay, in any action for specific performance brought by Landlord to enforce its rights under this Section.

Obligation to Maintain. Except to the extent that (a) this Lease otherwise expressly provides or allows or (b) Construction is being performedLandlord shall, Tenant shall during the Term cause (which may be by enforcement of provisions in Subleases as to Subleased Premises) Term, keep and maintain the Premises to be kept and maintained the Existing FF&E in good order, condition, and repair (which for these purposes shall mean in accordance with the standards for maintenance repair, as reasonably specified and building set forth in the City of North Miami Code of Ordinances as same may be amended or replaced from time prioritized by Tenant according to time, and other Laws)Tenant’s operational needs, subject to Loss (governed by other provisions of this Lease), and reasonable wear and tear. TenantLandlord’s obligation to cause maintain the Premises to be maintained and the Existing FF&E includes an obligation to cause to be made make all repairs repairs, improvements and replacements that the Premises (including plumbing, heating, air conditioning, ventilating, electrical, lighting, fixtures, walls, Structure, building systems, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, site improvements, curb cuts, parking lots, fences and signs located in, on or at the Premises, together with (to the extent not publicly dedicated) any sidewalks and streets adjacent to the Premises) and as Existing FF&E may be required require by Law from time to time during the Term, whether structural or nonstructural, foreseen or unforeseen, capital or operating. Tenant shall cause trash and debris to be removed from The parties acknowledge the Premises and the adjoining sidewalksExisting FF&E will require significant and ongoing maintenance, repair, and cause them improvements. The parties agree that Tenant, as the operator of the Premises, shall have the principal interest in determining the priority and schedule of Premises and Existing FF&E maintenance, repair, improvements and/or replacements, as applicable. Therefore, beginning on the Execution Date, Tenant shall develop a schedule of maintenance, alterations and construction for the Premises (the “Improvements Schedule”). Tenant will have sole discretion in determining and prioritizing projects on the Improvements Schedule except as may be required to comply with the provisions of the Measure C (2018). Prior to undertaking any project described in the Improvements Schedule, Tenant shall provide the Improvements Schedule to Landlord so that Landlord can determine whether the expenditures comply with Measure C. Beginning on the Commencement Date, Landlord shall make Two Million Dollars ($2,000,000) (“Improvements Fund”) annually available to fund (i) the Improvements Schedule projects and (ii) any repairs, improvements or replacements of Existing FF&E and/or procurement of new FF&E for Hospital operations as determined by Tenant in its sole discretion (“New FF&E”). Landlord shall make the Improvements Funds available each year of this Lease in two equal installments. The first installment will be maintained in a reasonably clean conditionmade available to Tenant on the Commencement Date and each subsequent anniversary of the Commencement Date during the Term. The second installment will be made available to Tenant on the date that is six months after the Commencement Date and thereafter on the date that is six months after each Commencement Date anniversary during the Term. Tenant shall provide an accounting annually to Landlord of the use the Improvements Fund and for the purpose of retrospective review and validation on the use of Measure C funds. Notwithstanding anything herein to the contrary, any FF&E Tenant acquires or leases during the Term for Hospital operations using funds other than the Improvements Fund shall not be in default of the foregoing obligations until it has received a Minor Default Notice which includes, in all capital and bold letters in a size no smaller than the largest print on the Minor Default Notice, the following legend: "FAILURE TO TIMELY TAKE ACTION MAY RESULT IN ENFORCEMENT ACTION” and the opportunity to cure afforded Tenant included in the definition of Delay Fee “New FF&E.” Landlord shall deposit the Improvements Fund in this Leasean account. Tenant shall manage the Improvements Fund account and shall have authority to withdraw money for Improvements Schedule projects and FF&E related expenses as described herein. On each anniversary of the Commencement Date, the Improvements Fund shall be increased by an amount equal to the product of (a) the Improvements Fund for the immediately preceding year multiplied by (b) the CPI Adjustment Factor, provided however that if in no event will the specified default is due Improvements Fund ever be an amount less than Two Million Dollars ($2,000,000). Any surplus of the Improvements Fund from a given year will be carried forward and added to the conduct of a Subtenant and is not within Tenantfollowing year’s direct control and therefore cannot with due diligence be cured within ten (10) Business Days from such Minor Default Notice, Tenant shall have additional time prior to the imposition of the Delay Fee to cure such specified default if it duly commences such cure (which may be by enforcement of provisions in Subleases as to Subleased Premises) within such period and then diligently prosecutes such cure to completion. Landlord's sole remedies for breach of these obligations shall be limited to specific performance and/or payment of the Delay Fee, and Tenant waives all defenses, except defense of performance, in any action brought by Landlord to enforce its rights under this SectionImprovements Fund.

Obligation to Maintain. Except to During the extent that (a) Term of this Lease otherwise expressly provides or allows or (b) Construction is being performedLease, Tenant shall shall, at its own expense, keep and maintain the entire Premises, and all Improvements, Permanent Improvements and Trade Fixtures situated thereon, in good order and repair, including, but not limited to, the interior, exterior, foundations, floors, walls, roof, and structure of all buildings and other Improvements; and the sidewalks, curbs, walls, trash enclosures, landscaping with sprinkler system (if installed), light-standards, and parking areas which are a part of the Premises. Tenant shall, during the Term cause (which may be by enforcement of provisions in Subleases as to Subleased Premises) the Premises to be kept and maintained in good order, condition, and repair (which for these purposes shall mean in accordance with the standards for maintenance and building set forth in the City of North Miami Code of Ordinances as same may be amended or replaced from time to time, and other Laws), subject to Loss (governed by other provisions of this Lease), make such repairs and reasonable wear replacements, structural and tearnon-structural, foreseen and unforeseen, as may be necessary to comply with the immediately foregoing sentence, regardless of whether the benefit of such repair or replacement extends beyond the Term of this Lease. Tenant’s obligation Landlord shall not be required to cause maintain, repair or rebuild all or any part of the Premises or any Improvements or Permanent Improvements thereon. Tenant waives the right to be maintained includes an obligation (i) require Landlord to cause to be made maintain, repair or rebuild all repairs that the Premises (including plumbing, heating, air conditioning, ventilating, electrical, lighting, fixtures, walls, Structure, building systems, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, site improvements, curb cuts, parking lots, fences and signs located in, on or at any part of the Premises, together with or (ii) make repairs at the expense of Landlord pursuant to any legal requirements, contract, agreement, covenant, condition or restriction at any time in effect. Subject to the extent not publicly dedicated) provisions of Section 10, the Premises, including all the Improvements and Permanent Improvements, shall be returned to Landlord at the termination or expiration of this Lease in good condition and repair, normal wear and tear excepted. Notwithstanding the foregoing, in the event of destruction of the Premises by fire or casualty, or condemnation, the condition of the Premises upon termination of this Lease shall be governed by Section 14 or Section 15, respectively. In the event that all or any sidewalks and streets part of the Improvements or Permanent improvements shall encroach upon any property, street or right-of-way adjoining or adjacent to the Premises) and as may be required by Law from time , or shall violate the agreements or conditions affecting the Premises or any part thereof, or any legal requirements (subject to time during the Termlast paragraph of Section 8.1 hereof), whether structural or nonstructuralshall hinder, foreseen obstruct or unforeseen, capital impair any easement or operatingright-of-way to which the Premises are subject. Tenant shall cause trash shall, at its expense, either (i) obtain valid and debris to be removed from the Premises effective waivers, variances, use permits, licenses or settlements of all claims, liabilities and the adjoining sidewalksdamages resulting therefrom, and cause them to be maintained in a reasonably clean condition. Tenant or (ii) if Landlord consents thereto, which consent shall not be in default of the foregoing obligations until it has received a Minor Default Notice which includesunreasonably withheld, in all capital and bold letters in a size no smaller than the largest print on the Minor Default Noticemake such changes, the following legend: "FAILURE TO TIMELY TAKE ACTION MAY RESULT IN ENFORCEMENT ACTION” and the opportunity to cure afforded Tenant in the definition of Delay Fee in this Leaseincluding alteration or removal, provided however that if the specified default is due to the conduct of a Subtenant Improvements and is not within Tenant’s direct control Permanent Improvements and therefore cannot with due diligence be cured within ten (10) Business Days from take such Minor Default Notice, Tenant shall have additional time prior to the imposition of the Delay Fee to cure such specified default if it duly commences such cure (which may be by enforcement of provisions in Subleases other action as to Subleased Premises) within such period and then diligently prosecutes such cure to completion. Landlord's sole remedies for breach of these obligations shall be limited necessary to specific performance and/or payment of the Delay Feeremove or eliminate such encroachments, and Tenant waives all defensesviolations, except defense of performancehindrances, in any action brought by Landlord to enforce its rights under this Sectionobstructions or impairments.

Obligation to Maintain. Except to the extent that (a) this Lease otherwise expressly provides or allows or (b) Construction is being performed, Tenant shall during the Term cause (which may be by enforcement of provisions in Subleases as to Subleased Premises) the Premises to be kept and maintained in good order, condition, and repair (which for these purposes shall mean in accordance with the standards for maintenance and building set forth in the City of North Miami Code of Ordinances as same may be amended or replaced from time to time, and other Laws)repair, subject to Loss (governed by other provisions of this Lease), and reasonable wear and tear. Tenant’s obligation to cause the Premises to be maintained includes an obligation to cause to be made all repairs that the Premises (including plumbing, heating, air conditioning, ventilating, electrical, lighting, fixtures, walls, Structure, building systems, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, site improvements, curb cuts, parking lots, fences and signs located in, on or at the Premises, together with (to the extent not publicly dedicated) any sidewalks and streets adjacent to the Premises) and as may be required by Law from time to time during the Term, whether structural or nonstructural, foreseen or unforeseen, capital or operating. Tenant shall cause trash and debris to be removed from the Premises and the adjoining sidewalks, and cause them to be maintained in a reasonably clean condition. Tenant shall not be in default of the foregoing obligations until it has received a Minor Default Notice which includes, in all capital and bold letters in a size no smaller than the largest print on the Minor Default Notice, the following legend: "FAILURE TO TIMELY TAKE ACTION MAY RESULT IN ENFORCEMENT ACTION” and the opportunity to cure afforded Tenant in the definition of Delay Fee in this Lease, provided however that if the specified default is due to the conduct of a Subtenant and is not within Tenant’s direct control and therefore cannot with due diligence be cured within ten (10) Business Days from such Minor Default Notice, Tenant shall have additional time prior to the imposition of the Delay Fee to cure such specified default if it duly commences such cure (which may be by enforcement of provisions in Subleases as to Subleased Premises) within such period and then diligently prosecutes such cure to completion. Landlord's sole remedies for breach of these obligations shall be limited to specific performance and/or payment of the Delay Fee, and Tenant waives all defenses, except defense of performance, in any action brought by Landlord to enforce its rights under this Section.