Common use of IBM Obligations Clause in Contracts

IBM Obligations. (i) IBM shall use the MSDW Facilities for the sole and exclusive purpose of providing the Services, except as otherwise approved by MSDW in writing (including as approved by MSDW pursuant to any node license agreements), which approval may be withheld at MSDW's sole discretion. The use of such facilities by IBM shall not constitute a leasehold interest in favor of IBM, IBM Personnel or IBM customers. (ii) IBM shall use the MSDW Facilities in a reasonably efficient manner. {*} IBM shall be responsible for any damage to the MSDW Facilities resulting from the abuse, misuse, neglect or gross negligence of IBM, its employees and subcontractors or other failure to comply with its obligations respecting the MSDW Facilities. (iii) IBM, its employees and agents shall keep the MSDW Facilities in good order, not commit or permit waste or damage to such facilities, not use such facilities for any unlawful purpose or act, and comply with MSDW's standard policies and procedures regarding access to and use of such facilities (including procedures for the physical security of the MSDW Facilities) that are (A) made available to IBM, and {*}. (iv) IBM shall permit MSDW and its agents and representatives to enter into those portions of the MSDW Facilities occupied by IBM Personnel at any time to perform facilities-related services. (v) IBM shall not make any improvements or changes involving structural, mechanical or electrical alterations to the MSDW Facilities without MSDW's prior written approval. Any improvements to the MSDW Facilities will become the property of MSDW. (vi) When the MSDW Facilities are no longer required for performance of the Services, IBM shall return such facilities to MSDW in substantially the same condition as when IBM began use of such facilities, subject to reasonable wear and tear. {*} = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

IBM Obligations. (i) IBM shall use the MSDW Facilities for the sole and exclusive purpose of providing the Services, except as otherwise approved by MSDW in writing (including as approved by MSDW pursuant to any node license agreements), which approval may be withheld at MSDW's sole discretion. The use of such facilities by IBM shall not constitute a leasehold interest in favor of IBM, IBM Personnel or IBM customers. (ii) IBM shall use the MSDW Facilities in a reasonably efficient manner. {*{ * } IBM shall be responsible for any damage to the MSDW Facilities resulting from the abuse, misuse, neglect or gross negligence of IBM, its employees and subcontractors or other failure to comply with its obligations respecting the MSDW Facilities. (iii) IBM, its employees and agents shall keep the MSDW Facilities in good order, not commit or permit waste or damage to such facilities, not use such facilities for any unlawful purpose or act, and comply with MSDW's standard policies and procedures regarding access to and use of such facilities (including procedures for the physical security of the MSDW Facilities) that are (A) made available to IBM, and {*{ * }.. Services Agreement by and between MSDW and IBM effective as of July 1, 1999 Amended and Restated as of December 21, 2001 (iv) IBM shall permit MSDW and its agents and representatives to enter into those portions of the MSDW Facilities occupied by IBM Personnel at any time to perform facilities-related services. (v) IBM shall not make any improvements or changes involving structural, mechanical or electrical alterations to the MSDW Facilities without MSDW's prior written approval. Any improvements to the MSDW Facilities will become the property of MSDW. (vi) When the MSDW Facilities are no longer required for performance of the Services, IBM shall return such facilities to MSDW in substantially the same condition as when IBM began use of such facilities, subject to reasonable wear and tear. {*} = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.