Fillable Printable Ohio Commercial Lease Agreement

Ohio Commercial Lease Agreement

Thi s Lease Agreement is entered into as o f _______________, 20___, by and bet ween

________________________________________, ( "Landlord") and

_______________________________________________, ( "Tenant").

Upon the terms and subject to the conditions hereinafter set forth, Landlord leases to

T enant and Tenant leases fr om Landlor d, the real pr oper ty described in at tached E xhibit

"A ", which Ex hib it A is incorporated h erein by th is reference, togeth er with all

improvements now o r her eafter lo cated thereon and all appur tenances and pr ivileges

r elated thereto, all of which ar ea is hereinafter r efer r ed to as the "Pr emises. "

Sect i on 1. Lease Term. The lease term shall commence on _____________, and shall

terminat e on _____________.

Section 2. Rent. The annu al rent fo r the lease term shall be $__________________,

payable in equal mon thly in stallmen ts of $_______________, each, in advance of t he

fir st day o f each calendar month t hroughout the lease ter m. Tenant shall pay the fir st and

last mont h's rent to Land lor d at the t ime of the parties' execution of t his Lease. I f the

lease term commences o n a day other than t he first day o f a calendar month, the first

month's r ent shall be adju sted accordingly.

Sect i on 3. Use of th e Premises. T enant's use of the Pr emises shall be in a lawful, car eful,

safe, and proper manner, and Tenant shall car efully preser ve, pr otect, control and guard

the same from damage. T enant shall no t use the parking ar ea or the ingress and egr ess

ar ea of the Pr emises in an unr easonable manner so as to int erfere with the no r mal flow of

traffic o r the use o f such areas by occupants of pr oper ties adjacent to the Premises.

S ect i o n 4. Taxes an d Assessmen ts. T enant shall pay all r eal estate taxes and assessment s

beco ming due and payable with r espect to the P r emises during the lease ter m and any

extension t hereof, and all taxes o r other charges imposed during the lease t er m or any

extension t hereof with respect to any bu siness conducted on the Pr emises by Tenant or

any personal prop er ty used by T enant in connection t herewith. Taxes, assessments or

othe r c harg e s w hic h Te nant is oblig ated to pay or c au s e to be p a id he reu nde r a nd w hich

r elate to any fraction o f a t ax year at the co mmencement or ter minatio n o f this Lease shall

be prorated based upo n the ratio that the number of days in such fr actional t ax year bears

to 365.

Ten an t shall hav e the right to con test, object, or oppose the legality or validity of an y tax,

assessment, or char ge, pr ovided that prompt not ice of such co ntest, object ion, or

op position be g ive n to L a ndlord, a nd p rovided further that Te na nt promp tly thereafte r s e t

aside in a separ ate escr ow account funds equal to the amo u nt of the taxes, assessments, or

charges being co nt ested, object ed, o r opposed by Tenant. T enant agr ees to hold Land lord

harmless from and to fully pay and dischar ge the amo u nts finally determined to be due

follo wing the exercise of such right to contest , o bject or oppose, together with any

penalties, fines, int er e sts, costs, or expenses that may accrue, or have accr ued, thereon

and Tenant shall apply the funds so set aside under this Sectio n 4 o f fully discharge its

obligations h ereun der.

If at any time during the lease t er m or any extension ther eof, the met ho d of taxat ion

prevailing at the commencemen t of the lease term sh all b e altered so as to cause the

whole o r any par t of the t a xes, assessment s, or charges now or hereafter levied, assessed

or imposed on real est ate and impr ovement thereon to be levied, assessed or imposed

wholly or par tially as a capital levy, or other wise, on t he rents received t here fr om,

T enant shall pay and dischar ge the same with respect to the r ents due her eunder.

Section 5. Utilities. Tenant sh all promptly pay or cause to be paid all ch arges incurred

for all utility serv ices furnish ed to the Premises, including without limitation , teleph on e

ser vice, sanitary sewer, water, natura l gas, and electricit y. Tenant shall also pr ovid e all

replacement light bulbs and t u bes and pay fo r all maintenance o f all utilities during the

lease term and any ext ension t hereof.

Landlord does n ot warran t that any of th e utility serv ices ab ov e-mentioned will be free

fr om int er rupt ions caused by war, insur r ection, civil commot ion, r iots, acts of God o r t he

enemy, governmen tal action, lockouts, picketin g (wh ether legal or illegal), accidents,

in ab ility of Lan dlord to obtain fuel or supplies, or any other cause or causes beyond the

r easonable contr ol of Landlo rd. Any such inter r uption o f service shall not be deemed an

eviction o r distur bance of T enant's use and po ssession of t he Pr emises, or any part

the re of, or re nde r L a ndlord liable to Tena nt for da ma ges, or re lie ve Tenant from the

p erforma nce of T enant's oblig ations unde r this Leas e. Landlord s hall ha ve no

responsibility or liability for the failure of any public or priv ate utility to supply sufficient

or adequate utility serv ices to the Premises.

Sect io n 6. Complian ce wit h Laws. If any law, o rdinance, o rder, rule or regulatio n is

passed or enact ed by any go vernmental agency o r department having jur isdiction o ver the

Premises or Tenant's us e of the s ame which requires Tenant to modify or alte r its

op er ations or use of the Pr emises, this Lease shall in no way be affected and T enant shall,

at its sole cost and expense, pr omptly co mply with such law, or dinance, or der , rule, or

regulation.

Section 7. Maintenance and Repair. S ubject to the provisio ns of S ection 11, belo w,

relating to destruction of or damage to th e Premises, an d Section 12, below, relating to

condemnation of the Premises, T enant shall, at its sole cost and expense, keep and

maintain the Premises, includin g without limitation, the roof, exterior, foun dation,

str u ctur al and o per ational parts ( cooling, heat ing, air condit ioning, plumbing equipment

and fixtur es) , paving and landscaping, sno w and ice removal, inter ior maintenance

( floors, doors, toilets, light replacement , etc. ), and all o ther elements or systems of the

Premises, in a condition an d repair similar to its original condition an d repair, reasonab le

wear and t ear except ed. Replacement and repair par ts, mater ials, and equipment used by

Tenant to fulfill its obligations hereunder shall be of a quality equiv alent to those in itially

in stalled within the Premises. A ll repair an d mainten an ce work sh all b e don e in

accor dance with t he then existing federal, state, and lo cal laws, r egulations and

or dinances pertaining thereto. Except as otherwise provided in Sections 11 and 12,

belo w, Landlor d shall have no obligation whatsoever with respect to the maint enance and

repair of the Premises.

Section 8. Indemnity and Insurance. Tenan t shall in demnify Landlord for, defen d

Lan dlord against, and save Lan dlord harmless from any liab ility, loss, cost, injury,

damage, or other expense that may o ccur or be claimed by or with respect to any per son

or pr oper ty o n o r abou t the Premises resulting fo r m the use, misuse, occupancy,

possession, or unoccupancy of the Premises by Tenant, its agent s, employees, licensees,

invitees or guests. Except where any loss, cost, injury or damage is the re sult of

Lan dlord's sole fault or negligence, Landlord shall n ot hav e an y liab ility for an y loss,

cost, inju r y or damage to the Pr emises, to T enant or T enant's emplo yees, agent s,

licensees, invitees or guests or to any property of such persons. Except as set fo rth in the

Section 8, Landlord shall n ot b e respon sible or liable for loss or damage to the contents of

any improvements on t he Pr emises, r egar d less of who owns the co ntent s and r egar d less

of how or by whom the loss or damage is caused.

At its sole cost and expense, T enant shall obtain and ther eafter maintain in full for ce and

effect, at all times during the lease ter m and any ext ension t hereof, the fo llowing

insurance with respect to the Pr emises:

(a) comprehen sive public liab ility in suran ce h av ing limits of not less than

$500, 000 for bo dily injury o r death t o one person, $500, 00 for bodily injuries or

death arising o ut of one occur r ence, and $200,000 for pr oper ty damage;

(b) fir e and ext ended coverage insurance in an amou nt equal to at least 85 per cent

of the curr ent r eplacement value of the Pr emises, which replacement valu e shall

be redetermined by Landlo r d at the beginning o f each year of the lease t er m and

any extension t hereof. Landlor d shall, upon each such redeter mination, give

w ritte n notic e to Tenant of s uch redetermine d replace ment value. If Tenant fails

to object to such redeter mined r eplacement value within 21 days after its r eceipt

of written notice thereof, such value shall be deemed acceptable t o T enant. I f

T enant does object to such redetermined replacement value, the replacement

value of the Pr emises shall then be det ermined by an appr aisal by a firm or per son

s e le cted by La ndlord and app roved by Te nant. Such firm or pers on's

deter minat ion of the replacement value of the Pr emises shall be conclusive and

bind ing upon Landlord and Tenant. The cos t of any s uc h appra isa l sha ll be borne

equally by Landlo r d and Tenant. I f the r eplacement value of the Premises

determin ed by such an appraisal is h igher than th e then ex istin g limits of fire and

extended insur ance co verage, T enant shall, at its sole cost and expense, pr omptly

cause such insuran ce limits to be in creased to th e n ew replacement value o f t he

Pr emises. T he fire and extended co verage insur ance policy shall specifically

provide that Landlo r d and any mor tgagee or lessor of Land lor d ar e additional

insureds and t hat all payment s shall be made as t heir inter ests appear .

E ach insurance po licy fur nished under this S ection 8 shall be issued by a responsible

insurance co mpany acceptable to Landlor d which co mpany shall be author ized to do

bu sine s s in Ohio, a nd s uch ins uranc e coverage may be writte n unde r a bla nket policy or

policies obtained by Tenan t, wh ich policy or policies may in clude other real estate owned

or leas ed by Te nant. L andlord, Tenant and a ny mortgage e or le s s or of Landlord s hall a ll

be named as insured par ties in each such insurance policy, and each policy shall pr ovid e

for wr itten no tice to Landlord and t o any mo rtgagee or lessor of Landlo rd at least ten

days prior to any cancellation, modification, or lapse thereof. T enant shall fu r nish

Lan dlord with memorandum copies of such insurance policies prior to the

commencement of the lease ter m.

Section 9. Alterations and Improvements. Tenant s hall ha ve the right to ma ke, at no

expense t o Landlo r d , impr ovements, alter ations, or additions ( her einafter collectively

r efer r ed to as "Alt er ation") to the Pr emises, whet her str uctur al or no nstructur al, int er ior or

ext er ior , pr ovided t hat :

(a) no Alteration shall be made without the prior written consent of Landlord,

w hich cons e nt s hall not be unreas onably w ithhe ld ;

( b) no Alter ation shall r educe or otherwise impair the value of the Premises;

all required permits an d authorizations of all govern men tal auth orities h av ing

jurisdiction with respect to such Alteration;

(d) any Alteration sh all be made in a good workman like man ner an d in

compliance with all laws, or dinances, r egulations, codes, and permits;

(e) Ten an t shall h old Landlord h armless from and against any liens and claims for

wor k, labor , or mater ials supplied t o the Pr emises at the direction o f T enant, and

in th e even t that an y such lien s or claims sh all b e filed for work, lab or or materials

supplied to the Pr emises at the dir ection of Tenant, Tenant shall, at Landlor d's

op tion, either escr ow an amount equal to the amo unt of the lien o r claim being

filed, or obtain a b ond for th e protection of Landlord in an amount not less th an

the amount of the lien or claim b ein g filed; an d

(f) an y Alteration shall become and remain the property of Landlord unless

Lan dlord otherwise agrees in writing.

Section 10. Signs. T enant shall have the right to inst all and o perate, at its sole cost and

expense, any sign o r signs on the Pr emises which shall not be in vio lation of any law,

statute or or dinance, and T enant shall have the right to r emo ve t he same, pr ovided that

Tenant must repair any damage to the Premises caused by such remov al.

Sect io n 11. Damage to Premises. If by fire or other casualty the Pr emises ar e destroyed

or damaged to the extent that Tenant is deprived of occupancy o r use of the Pr emises

(meaning such dest r u ction canno t be repaired or r estored within 120 days o f the

occur r ence of the fir e or other casualty Landlor d may elect to:

( a) cause the r estor ation o f the Pr emises to substantially the same co ndition as

existed befo r e such damage o r destr u ctio n; or

( b) cancel t his Lease as of the dat e of such fire or casualty by giving written

notice to Tenant not more than 30 days thereafter. Should Landlord elect to

pr oceed under ( a) , abo ve, r ent shall abat e unless Tenant continues to par tially

occupy the Pr emises in which case Tenant shall pay all r ent on a pror ated basis,

until th e Premises are restored, equal to an amoun t obtained by multiplyin g the

then existing mo nt hly r ent by a per cent age equal to the fraction which has as it s

numerator the amount of squar e feet in the imp r ovement s of the Premises which

is in capable of bein g used for its in tended purpose an d as its denomin ator the total

amount of squar e feet in t he imp r ovement s on the premises. I f such damage does

no t depr ive T enant of occupancy o r use of t he Premises, Landlo r d shall proceed

with due diligen ce to cause the restoration of th e Premises to substantially the

same condit ion as exist ed befo r e such damage. I n such latter event, r ent shall no t

abate. T enant shall fu lly co oper ate with Land lord in making available t o Landlo r d

for the pur pose of so r estoring the Pr emises all insurance pr oceeds payable under

Section 8 as a result of fir e or other casualty damage to the Pr emises.

Section 12. Condemn ation. If all or materially all of the Premises are

taken in appropr iatio n proceedings o r by right of eminent domain or by t he

threat of the same, then this Lease shall t er minat e as of t he date T e nant is

deprived o f occupancy t her eof, and Tenant 's obligations under this Lease,

e xcept oblig ations for re nt and othe r c harges herein to be pa id by Tenant

up to the date thereof, shall ter minate. Fo r pur poses of this Lease,

"materially all of the Pr emises" shall be co nsid er ed as having been taken if

the po r tion of the Premises taken, due either to the area so taken o r the

location of the portion taken, would leav e the remain ing portion not so

taken insufficient to enable tenant to effect ively and economically co nduct

it business at the Pr emises.

I f Less than mater ially all the Pr emises are taken in appropr iation

proceedings or by right of eminent domain or by the threat thereof, then

this Lease shall no t ter minat e as a result of such t aking, but Landlord shall

promptly repair and restore the Premises to substantially the same

condition as existed immediately before such taking. Un til such repair an d

r estor ation are completed, r ent shall be abated in the propor tion o f the

nu mber of square feet of improve ments on the Pre mis e s of w hich Tenant

is deprived bears to the total square feet of such imp r ovement s

immediately prior to such taking. Th ereafter, if th e n umber of square feet

of improvemen ts is less than the total of th e same prior to such takin g, ren t

shall be r educed in the pr op or tion t o which the number of squar e feet of

improvements existin g after such repair an d restoration is less than th e

total of the same prior to such taking.

All damages awar ded for any such taking shall belong t o and be the

pr op er ty of Landlor d , whet her such damages shall be awarded as

compensation for dimin ution in value to the leaseh old or to the fee of the

Pr emises, or otherwise, provided, however, that T enant shall be entitled to

any po r tion of the award made to T enant for r emoval and reinstallation o f

Tenan t's fix tures or for th e cost of Ten ant's immovab le fixtures, if an y.

Section 13. Default. If Tenan t fails to pay an y installmen t of rent or make

a ny other pa yme nt re quired to be ma de by Te nant when the same s hall

beco me due and payable hereunder, or if T enant fails t o observe and

p erform a ny othe r provision, c ovenant, or c ondition of this L e as e requ ir ed

under this Lease t o be o bserved and performed by Tenant within 15 days

a fter L a ndlord s ha ll ha ve give n notice to Tenant of the failure of Tena nt to

observe and perfo r m the same, or if Tenant abandons or vacat es the

Pr emises dur ing the co ntinuance o f this Lease, or if Tenant makes an

assignment for the be nefit of cr editor s or enter s into a composition

agr eement with it s creditor s, or if the inter est of Tenant in the Pr emises is

attached, levied upon, or seized by legal pr ocess, or if this Lease is

assigned in vio lation o f the t er ms her eof or is ter minated by o p er ation o f

law, then , in an y such ev ent, immediately or at an y time thereafter, at th e

op tion o f Land lord, Landlor d shall, as it elects, either:

(a) declare this Lease to be in default, in which event this Lease shall immediately

cease and ter minate, and Land lor d may possess and enjoy the Premises as tho ugh

this Lease had never been made, witho u t prejudice, ho wever, to any and all r ights

of a c tion w hen L andlord may ha ve against Te nant for re nt and othe r c harges

payable by Tenant hereunder ( bo th past due and futur e rent due Landlo r d and past

due and futur e charges payable by T enant) , damages, or br each of covenant , in

respect to wh ich Ten an t sh all remain an d con tin ue liab le n otwithstanding such

termin ation; or

( b) r elet the Premises, or any par t ther eof, fo r such t er m or ter ms and on such

condit ions, as Landlord deems appr opr iate for and on behalf o f Tenant, fo r the

highest rent al r easo nably attainable in t he judgment of Landlo r d, which reletting

shall not be consider ed as a sur r ender or acceptance back o f t he Pr emises o r a

ter minat ion of this Lease, and recover fr om T enant any deficiency bet ween t he

amo u nt of r ent and all other charges payable by T enant under this Lease and those

amount s obt ained fr om such reletting, plus any expenses incur r ed by Landlor d in

conn ection with such reletting, including, without limitation , the expenses of any

r epair s or alter ations Land lor d deems necessary or appr opriate to make in

connection with such reletting and all sums expended for brok er age commissio ns

and reasonable attor neys' fees, but Landlor d shall be under no duty to r elet the

Premises; or

h av e b een paid b y Ten an t over the b alance of the lease term to be immediately

due and payable, witho ut pr ejudice, ho wever, to any and all o ther r ight s of action

w hich L andlord ma y ha ve a ga inst Te nant for pas t due rent and othe r charge s

payable by Tenant hereunder, damages or br each of covenant, in r espect to which

Tenant sh all remain an d con tin ue liab le n otwithstanding Landlord's election to

proceed under this clause ( c).

In t he event that a bankr uptcy or inso lvency pr oceeding is filed by or against T enant, or if

a cour t of co mpetent jur isdiction or other gover nmental autho r ity approves a petition

seeking a reorgan ization, arrangemen t, composition or oth er similar relief with respect to

T enant , or appoints a tr ustee, r eceiver or liquidator of Tenant or of all, or subst ant ially all,

of Tenant's property or affairs, or assumes custody or control of all, or substantially all, of

the proper ty or affairs of T enant, Landlor d shall have the right to elect any of the

r emedies set for th above. I f this Lease is assumed or assigned to a tr ustee, r eceiver,

liquidator or other cour t-appointed person or entity wit hout Landlo r d's prio r written

consent, the par ties and t heir r espective successo rs (w hether by oper ation of law or

otherwise agr ee that , upon such an assignment or assumptio n, all defaults of Tenant pr ior

to such assignment or assumption must be cured or that adequate assur ances t hat such

defaults will be promptly cured must b e given and that adequate assurances of future

per for mance under this Lease must be provided. S uch adequat e assurances shall mean

that a bo nd shall be issued in favo r of Landlor d in the amo unt equal to one year 's futu r e

rent and t hat an amount equal to all existing mo netar y obligations of T enant which ar e in

default shall be escrowed with an escrow agent acceptable to Landlor d. Additionally, all

past due monetary ob ligations of Ten an t which are in default shall b e paid to Landlord

with in 60 days after the assignmen t or assumption an d ren t will be currently and

continually paid on a timely b asis commen cing with the first day of th e mon th following

the 60t h day o f the assignment and assump tion.

Section 14. Non- Waiver and Right to Cure Defaults. Neith er a failure b y Lan dlord to

exercise any o f its options her e under , no r a failure to enfor ce its r ight s or seek its

remedies upon any default, nor an accept ance by Landlo r d of any r ent accr uing befor e or

after any default, shall affect or const itute a waiver of Landlo r d 's right to exercise such

option, to enfo r ce such right , or to seek such remedy with r espect to that default or to any

prior or sub sequent default. The remedies provided in this Lease shall b e cumulativ e an d

shall no t in any way abridge, modify o r pr eclude any other r ight s or r emedies to which

Landlor d is entitled, either at law or in equity.

I f T enant fails to pay by t heir r espective due dates all r ents, char ges or other obligat ions

to be paid by it pursuant to the terms hereof, or fails to make necessary repairs to the

Premises, or fails to perf orm an y other duties wh ich it is required to perform h ereunder,

then Landlor d , at its op tion, may do so and the amo unt of any expend iture attr ibut able to

such action by Landlord , plus accrued int er est at the rate of ____________ per cent

(____% ) per annum from the time each such expend itur e is made unt il reimbur sed, shall

immediately become due an d payab le to Lan dlord and shall b e considered additional rent

hereunder; but no such payment or compliance by Landlor d shall co nstitu te a waiver of

any such failur e by Tenant or affect any right or r emedy o f Landlo r d with respect thereto.

Section 15. Cooperation Respecting Mortgages. Tenant leases the Pr emises subject to

any mor tgages no w or her eafter placed upon the Pr emises and agrees to cooper ate with

Lan dlord in an y attempts Landlord or Landlord' s lessor may make from time to time to

ob tain mortgage fin an cing secured b y the Premises. Tenan t shall furnish to Landlord or to

Land lor d 's lesso r such written infor mation and execut e such do cumentation concerning

this Lease as may be requested by Landlor d or Landlo r d 's lessor in co nnect ion with

e xis ting mortga ge financing. Tenant s hall, at the requ es t of La ndlord or L andlord's le s s or,

for mally subject and subor d inate its int erest in this Lease.

Section 16. Estoppel Certificate. Te nant s hall, a t L a ndlord's re que s t up on not le s s than

ten days' prior notice by Landlo r d, execute, ackno wledge, and deliver to Landlor d, or

such other par ty as Land lor d may specify, a statement in writing certifying that this Lease

h as not been modified and is still in full force and effect (or if modified, that the same is

in full fo r ce and effect as modified and st ating the modifications), and the dat es to which

the re nt and a ny othe r obliga tions to be pa id hereund er by Te nant have been paid, a nd

s ta ting whe ther or not, to the best of the knowledge of T enant, Te na nt or L a ndlord is in

default in perfo r mance of any obligat ion hereunder, and if so, specifying each such

default .

Section 17. Holding Over by Tenant. If Te nant shall cont inue in possession of the

Pr emises beyo nd the ter mination o f t he lease t er m, such holding o ver shall be co nsider ed

a n exte nsion of this L e as e for a one -month p eriod and s o on, from month to month, until

terminated by either party by giving not less than 30 days written notice of termination to

the o ther. S uch holding over shall be upo n t he same ter ms and co nditions as ar e set forth

in this Lease.

Section 18. Surrender of Premises. Upon termination of this Lease, whether by lapse o f

time or otherwise, or upon t he exer cise by Landlor d of t he po wer to enter and repossess

the Pr emises wit ho ut ter minating t his Lease, as hereinbefo r e pr ovided, Tenant shall at

once surr ender possession o f the Premises to Landlor d in a co ndition and o r der of r epair

sub stantially similar to its original con dition an d order of repair upon th e commencement

of the lease t er m, r easonable wear and t ear and damage by events of casualt y descr ibed in

Section 1, excepted, and shall at once r emove all o f Tenant's personal proper ty and t r ade

fixtur es from the Pr emises. Upon any such ter mination, T enant shall, as dir ected by

Landlor d, either r emodel any additio n t o the Pr emises co nst r ucted by Tenant under

Section 9, above, so as to facilitate use of such addition for office operation s or remove

such addit ion from the Premises. Any such remodeling or r emoval of any addition to the

Pr emises shall be made by Tenant at its sole cost and expense. I f, upon any such

ter minat ion, T enant does no t at once surr ender possession o f the Premises and remove

such of its property as allowed by Lan dlord, Lan dlord may forthwith re-en ter an d

repossess the same and remov e all of Ten an t' s property without b ein g guilty of trespass

or of forceful entry or detainer or without in currin g any liability to Tenan t for loss or

d amage to Te nant's prope rty. Up on any s uch re mova l of T enant's prop erty, it s hall be

considered to have been abando ned and may eit her be retained by Landlo r d as its

pr op er ty or may be dispo sed of at public o r private sale as Landlor d sees fit. I f any such

proper ty is either sold at public o r pr ivate sale or r etained by Landlo r d, the proceeds of

any such sale or the then cur rent fair mar ket value of the pr op er ty, as the case may be,

s ha ll be a pplie d by Landlord aga inst Landlord's e xpe ns es of re mova l, s tora ge or s ale of

such proper ty, the arr ear s of rent and o ther charges or futu r e r ent and o ther charges

payable hereunder, and any other damages t o which Landlor d may be entit led hereunder .

T enant shall r epair , at its sole cost and expense, any damage to the Pr emises resulting

from the removal of its property as allowed hereun der.

Section 19. Entry by Landlord . Landlord shall have the right to enter upon the Premises

at all r easonable times for the purpose of inspecting the same, and during the last year of

the lease t er m, or any r enewal o r ext ensio n t hereof, Landlor d may exhibit the same for

sale or r ent ; provided, however, that Landlor d shall not unr easonably inter fere with

T enant's use of the Pr emises.

Section 20. Time of the Essence. Time is o f t he essence in t he performance and

observance of each and every ter m, covenant and co ndit ion of t his Lease by both

Landlord and Te nant.

Section 21. Not ices and Payment of Rent. Any payment of r ent , no tice, exercise of

option or election, communication, request or other document or demand required or

d es ir ed to be give n to L a ndlord or Tenant s hall be in w riting and s hall be deemed give n:

(a) t o Landlo rd when delivered personally to the managing partner of Landlord o r

when depo sited in t he United States mail, fir st - class, postage pr epaid, addr essed

to Landlord a t its addre s s s et forth at the beginning he reof; and

(b) to T enant when delivered in person to an officer of Tenant or when deposited

in the United S tates mail, first- class, postage pr epaid, addr essed to T enant at its

a ddre s s s et forth at the beginning he reof. Either pa rty may, fr om time to time,

change the address at which such wr itten no tices, exercises of o p tions or

elections, communications, r equests, or other documents or demands ar e to be

mailed, by giving the other par ty written no tice o f such changed addr ess.

Section 22. Assignment. T enant shall not assign this Lease or sublet the Pr emises, or any

part thereof, without the pr ior wr itten consent of Landlor d, which co nsent may be subject

to ter ms and co nditions as Land lor d consider s necessary in or der to pr otect its interest in

the premises; provided, ho wever , that no assignment of this Lease, whether by act of

tenant or by oper ation of law, and no sublease of the premises, or any part ther eof, by or

from ten ant, shall relieve or release tenan t from any of its ob ligation s hereun der.

Section 23. Governing Law. T his Lease shall be subject to and governed by t he laws o f

the State of Ohio even though o ne o r mor e of t he parties may be or may become a

r esident of a differ ent state.

Section 24. Amendments. No amendment to this Lease shall be valid or binding unless

such amendment is in writing and executed by the par ties her eto.

Section 25. Captions. The capt ions of the several sections o f the Lease are no t a par t of

the co nt ext hereof and shall be igno r ed in co nstr uing this Lease. T hey ar e int ended o nly

as aids in locating and r eading the var ious pr ovisions her eof.

Section 26. Sever abilit y of Provisions. T he invalidity or unenfor ceability of an y

particular provision of this Lease shall n ot affect th e other provision s hereof and this

Lease shall be constr ued in all respects as if such invalid or unenfor ceable provision were

omitted.

IN WITNES S W H EREO F, Landlor d and T enant have executed this Lease Agreement

as of the date first set forth above.

Sign ed and acknowledged LANDLORD:

in the pr esence of:

______________________________ ______________________________

______________________________

TENANT:

______________________________ ______________________________

______________________________

ST AT E OF OHI O

COUNTY OF ______________, SS:

BE IT REMEMBERED, that befo r e me on this ___ day of ______________, 20___,

appeared __________________________, who ackno wledged the signing of the

foregoing instrument to be his volu nta ry a ct and de ed.

IN T ESTI MONY WHE RE OF, I have hereunto subscribed my name and affixed my

official seal, on the day set for th above.

______________________________

Notary Public

ST AT E OF OHI O

COUNTY OF _______________, SS:

BE IT REMEMBERED, that befo r e me on this ___ day of ______________, 20 ___,

appeared __________________________, who ackno wledged the signing of the

foregoing instrument to be his volu nta ry a ct and de ed.

IN T ESTI MONY WHE RE OF, I have hereunto subscribed my name and affixed my

official seal, on the day set for th above.

______________________________

Notary Public