Common use of Maintenance Obligations Clause in Contracts

Maintenance Obligations. Subtenant shall assume the responsibility for and pay for all maintenance, repairs and replacements during the Term to the extent Sublandlord is obligated to perform the same to the Premises in the Prime Lease. Further, Subtenant shall maintain the furniture in the same condition as it is in as of the Commencement Date, reasonable wear and tear excepted. Notwithstanding anything contained in this Sublease to the contrary, Sublandlord shall have no obligation during the Term to provide any services of any nature whatsoever to Subtenant or to, in or for the benefit of the Premises or to expend any money for the preservation, maintenance or repair of the Premises, or to observe or perform any obligations of Sublandlord under this Sublease in any case where such services, expenditures or obligations are required under the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit of Sublandlord with respect to the Premises, and Subtenant agrees to look solely to Prime Landlord for the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services and perform its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sums, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent provided for in this Sublease, unless and only to the extent that Sublandlord shall be excused from the performance of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (which shall specifically exclude any litigation) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the Lease.

Maintenance Obligations. Subtenant Tenant shall assume keep in good condition, and maintain, repair and replace as necessary, the responsibility for entire exterior and pay for all maintenance, repairs and replacements during the Term to the extent Sublandlord is obligated to perform the same to the Premises in the Prime Lease. Further, Subtenant shall maintain the furniture in the same condition as it is in as of the Commencement Date, reasonable wear and tear excepted. Notwithstanding anything contained in this Sublease to the contrary, Sublandlord shall have no obligation during the Term to provide any services of any nature whatsoever to Subtenant or to, in or for the benefit of the Premises or to expend any money for the preservation, maintenance or repair interior of the Premises, specifically including, without limitation, all doors and windows, the heating, ventilating and air conditioning equipment (“HVAC”), any triple catch basins, mechanical, electrical, plumbing, sprinkler, fire and life safety, and all other Building systems, sewer, water and other utility systems, the parking area, and the foundation, roof and structure. As used herein, each and every obligation of Tenant to keep, maintain, repair and replace shall include, without limitation, all ordinary and extraordinary structural and nonstructural repairs and replacements. As to any repairs costing in excess of $100,000, and as to any replacements whatsoever, Tenant shall, in connection therewith, comply with the requirements of Article 13 hereof. Tenant shall, to the extent possible, keep the Premises from falling temporarily out of repair or to observe or perform deteriorating. Tenant shall further keep, repair and maintain the improvements at any obligations of Sublandlord under this Sublease in any case where such services, expenditures or obligations are required under the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit of Sublandlord with respect to time situated upon the Premises, the parking area and Subtenant agrees all sidewalks and areas adjacent thereto, and all landscaped areas adjacent thereto, safe secure, clean and sanitary (including, without limitation, planting and replacing flowers and landscaping, and necessary interior painting and carpet cleaning), and in full compliance with all Legal Requirements. Landlord reserves the right to look solely to Prime Landlord for inspect the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services and perform its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant roof from time to time, use reasonable efforts and if Landlord determines that repairs to cause Prime the roof are reasonably necessary, Landlord to furnish such servicesmay, expend such sums, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant but shall have no claim against Sublandlord for obligation to, make any default by Prime Landlord under repairs on Tenant’s behalf at Tenant’s sole cost and Tenant shall pay Landlord, on written demand, the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance cost thereof and an amount equal to five percent (5%) of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent such cost as an overhead and supervision fee provided for in this Sublease, unless and only to the extent that Sublandlord such fee shall be excused from capped at $3,000. If ▇▇▇▇▇▇ fails to perform any required work hereunder, Landlord may, but shall have no obligation to, elect to make any or all repairs on Tenant’s behalf at Tenant’s sole cost and Tenant shall pay Landlord, on written demand, the performance cost thereof and an amount equal to five percent (5%) of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (such cost, which shall specifically exclude be capped at $3,000, as an overhead and supervision fee. If Tenant requests that Landlord perform any litigationwork required herein or otherwise desired by Tenant, Tenant shall pay the cost thereof, and, in addition, Tenant shall pay to Landlord an amount equal to five percent (5%) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the Leaseof such cost as an overhead and supervision fee.

Maintenance Obligations. Subtenant shall assume the responsibility for and pay for all maintenance, repairs and replacements during the Term to the extent Sublandlord is obligated to perform the same to the Premises in the Prime Lease. Further, Subtenant shall maintain the furniture in the same condition as it is in as of After the Commencement DateDate and continuing for a twelve month period, reasonable wear and tear excepted. Notwithstanding anything contained in this Sublease to the contraryLandlord shall, Sublandlord shall have no obligation during the Term to provide any services within 10 days of any nature whatsoever to Subtenant or to, in or for the benefit of the Premises or to expend any money for the preservation, maintenance or repair of the Premises, or to observe or perform any obligations of Sublandlord under this Sublease in any case where such services, expenditures or obligations are required under the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit of Sublandlord with respect to the Premises, and Subtenant agrees to look solely to Prime Landlord for the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon receiving written notice from SubtenantTenant, make or cause to request be made all repairs, structural and non-structural, routine and non-routine, needed to maintain the Demised Premises, which shall include keeping the roof and Demised Premises free of leaks, repairs to the plumbing and drainage systems (except stoppages caused by Tenant), major electrical systems, and the exterior and interior structural elements of the building (including, without limitation, the roof, exterior and bearing walls of the building, support beams, foundations, columns and lateral supports) (collectively “Landlord Repairs”). Landlord hereby covenants and agrees that Prime in conducting the Landlord provide Repairs, Landlord shall (i) obtain Tenant’s prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned) of the services timing, methods, scope, and perform its obligations under phasing of such Landlord Repairs, (ii) reimburse Tenant for all costs and expenses incurred by Tenant for using a third party contractor to conduct the Prime Lease. Sublandlord shall upon Landlord Repairs, if Landlord has not commenced the request Landlord Repairs within 10 days of Subtenant from time to time, receiving written notice of such Landlord Repairs and (ii) use reasonable efforts not to cause Prime Landlord to furnish such services, expend such sums, interfere with the use and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any operation of the rent provided Demised Premises by Tenant in conducting the Landlord Repairs. Upon the expiration of the abovementioned twelve month period, Tenant will be responsible for Landlord Repairs excepting the roof and structural elements. Landlord will obtain at its sole expense a five year warranty on the heating, ventilation and air conditioning system. Tenant shall obtain a service contract from a licensed HVAC contractor covering the 13th month following the Commencement Date until the expiration or earlier termination of the Lease including any Option to Renew. For example: If the Commencement Date is 1-1-00, then Tenant must secure a service contract to cover February of 2001 until the expiration. If the HVAC malfunctions in this Subleasethe first twelve months, unless all responsibility for repairs are with the Landlord. If the unit(s) malfunctions in the thirteenth month through the sixtieth month of installation of the above said manufactures warranty, the manufactures warranty will be in place to cover major repairs if Tenant has secured a maintenance contract. After the sixtieth month, Tenant will rely exclusively upon his HVAC maintenance provider for service and only to the extent that Sublandlord shall be excused from the performance of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (which shall specifically exclude any litigation) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the Leaserepairs.

Maintenance Obligations. Subtenant (a) Landlord shall assume make repairs or replacements of those items disclosed by the responsibility for inspection report attached hereto as Exhibit C to the extent such repairs or replacements are necessary. Landlord otherwise shall be under no obligation to rebuild, replace, maintain or make repairs of any nature, structural or otherwise, to the Premises during the term of this Lease or any extension or renewal thereof. Tenant shall, during the term of this Lease, and pay for any extension thereof, maintain the Premises, and, at its own expanse, make all maintenancerepairs and replacements, or ordinary or extraordinary, structural or otherwise, required to keep the Premises and all heating, air conditioning, plumbing and electrical system and all fixtures and equipment, in good order and repair. All repairs and replacements during the Term made by Tenant shall be equal in quality to the extent Sublandlord is obligated to perform the same to the Premises in the Prime Lease. Further, Subtenant shall maintain the furniture in the same condition as it is in as of the Commencement Date, reasonable wear and tear exceptedoriginal work. Notwithstanding anything contained in this Sublease herein to the contrary, Sublandlord Landlord shall have no obligation during the Term to provide be responsible, at its sole cost and expense, for compliance with all laws, ordinances, orders, codes and regulations of federal, state, county, and municipal: authorities and with any services direction of any nature whatsoever public officer or officers, pursuant to Subtenant or tolaw, in or for and with any restrictions of record, which require structural, changes to the benefit Premises. Landlord hereby represents that as of the date hereof ,the roof and all structural components related thereto are not in need of any repairs or replacement and are in good condition. (b) Tenant shall, at its sole cost and expense, maintain all parking areas, driveways and access roadways situated the Premises in good condition and repair and reasonably clear of snow and debris, and shall at its expense adequately illuminate the parking areas and driveways situated on the Premises during business hours. (c) Tenant shall, at its sole east and expense, maintain and keep open, free from obstruction and in good repair, all electric, water, sewer and other utility lines and connections, conduits, pipes, catch basins, manholes, poles, lighting fixtures and other related facilities situated in, under or on the Premises. (d) In the event Tenant should neglect to expend any money for the preservation, maintenance or repair of maintain the Premises, Landlord shall have the right (but not the obligation) to cause repairs or corrections to observe be made. Any amounts paid by the Landlord for such repairs or perform corrections shall become immediately due and payable as rent by Tenant to Landlord, together with interest thereon at the Default Rate. Any such payments by Landlord shall not be deemed to be a waiver of any obligations of Sublandlord under this Sublease in any case where such services, expenditures or obligations are required other rights which the Landlord may have under the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit of Sublandlord with respect to the Premises, and Subtenant agrees to look solely to Prime Landlord for the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services and perform its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sums, and observe and perform such obligations; provided, however, that Subtenant is not in default provisions of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default Lease or as provided by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent provided for in this Sublease, unless and only to the extent that Sublandlord shall be excused from the performance of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (which shall specifically exclude any litigation) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the Leaselaw.

Maintenance Obligations. (i) At all times during the term of this Lease. Tenant shall (and/or shall cause each Subtenant shall assume (by incorporating the responsibility for following provisions in every Sublease and pay for using all maintenancereasonable efforts to enforce the same) to): (A) not cause any waste to or upon the Demised Premises or the Common Elements or any part thereof, repairs nor permit or suffer any waste to or upon the Demised Premises or the Common Elements; (B) not cause physical damage (other than as part of any Alteration permitted hereunder or as caused by a Casualty or Taking) to the Demised Premises or the Common Elements or any part thereof; (C) take good care of the Demised Premises and the Common Elements, make all repairs, restorations and replacements during thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, necessary to (1) comply with all Legal Requirements, Insurance Requirements and the Term DUO and (2) maintain and operate the Demised Premises and the Common Elements to a standard at least of that of {first class retail space in} a Class “A” office building (as understood on December 12, 2001) in midtown Manhattan; (D) maintain, repair, keep, use and occupy the extent Sublandlord is obligated to perform Demised Premises and the Common Elements in compliance with the DUO; (E) maintain and keep the Demised Premises and the Common Elements, and sidewalks and curbs adjacent thereto, free and clear from rubbish, dirt, ice and snow and shall not impede the use of or obstruct the same or allow the same to be so impeded or obstructed in any manner; (F) maintain and keep the Premises sidewalks and vaults adjacent to the Improvements in good order, repair and condition (including the prompt repair of cracks therein and the maintenance of an even level thereof) and at all times keep the same in compliance with the DUO and Legal Requirements; (G) [INTENTIONALLY OMITTED]; (H) [INTENTIONALLY OMITTED]; (I) prohibit sales through window openings on the streetwall, except in the Prime Lease. Furthercase of (1) a Subtenant whose business is primarily the operation of a newsstand or ticket sales or (2) the sale of tickets for movies and other attractions, Subtenant i.e., display windows shall be used for display only and not as a point of sale; and (J) keep the Demised Premises and the Common Elements free of graffiti and posters. (ii) If Tenant fails to maintain the furniture in cleanliness of the sidewalks adjacent to the Improvements at least to the level of cleanliness maintained for the overall area of the Times Square BID, as determined by the Mayor’s Office of Operations Sanitation Scorecard for as long as the same condition exists, or fails to promptly remove from the Demised Premises or the Common Elements evidence of graffiti and such failure continues for five (5) Business Days after notice to Tenant specifying in reasonable detail such failure and setting forth Landlord’s right to remove same on Tenant’s behalf, Landlord shall, at the end of such five (5) Business Day period, be entitled to clean such sidewalks or remove such graffiti or cause the same to be cleaned or removed, as it is the case may be, at the expense of Tenant. Any and all costs incurred by Landlord in connection therewith shall be paid to Landlord’s contractors or reimbursed to Landlord, as of Landlord shall request, and shall accrue interest at the Commencement Date, reasonable wear and tear excepted. Notwithstanding anything contained in this Sublease to the contrary, Sublandlord shall have no obligation during the Term to provide any services of any nature whatsoever to Subtenant or toInterest Rate, in or for the benefit of the Premises or to expend any money for the preservation, maintenance or repair of the Premises, or to observe or perform any obligations of Sublandlord under this Sublease in any case where such services, expenditures or obligations are required under the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit of Sublandlord accordance with respect to the Premises, and Subtenant agrees to look solely to Prime Landlord for the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services and perform its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sums, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent provided for in this Sublease, unless and only to the extent that Sublandlord shall be excused from the performance of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (which shall specifically exclude any litigation) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the LeaseSection 15.1 hereof.

Maintenance Obligations. (i) At all times during the term of this Lease. Tenant shall (and/or shall cause each Subtenant shall assume (by incorporating the responsibility for following provisions in every Sublease and pay for using all maintenancereasonable efforts to enforce the same) to): (A) not cause any waste to or upon the Demised Premises or the Common Elements or any part thereof, repairs nor permit or suffer any waste to or upon the Demised Premises or the Common Elements; (B) not cause physical damage (other than as part of any Alteration permitted hereunder or as caused by a Casualty or Taking) to the Demised Premises or the Common Elements or any part thereof; (C) take good care of the Demised Premises and the Common Elements, make all repairs, restorations and replacements during thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, necessary to (1) comply with all Legal Requirements, Insurance Requirements and the Term DUO and (2) maintain and operate the Demised Premises and the Common Elements to a standard at least of that of {first class retail space in} a Class “A” office building (as understood on the extent Sublandlord is obligated to perform date hereof) in midtown Manhattan; (D) maintain, repair, keep, use and occupy the Demised Premises and the Common Elements in compliance with the DUO; (E) maintain and keep the Demised Premises and the Common Elements, and sidewalks and curbs adjacent thereto, free and clear from rubbish, dirt, ice and snow and shall not impede the use of or obstruct the same or allow the same to be so impeded or obstructed in any manner; (F) maintain and keep the Premises sidewalks and vaults adjacent to the Improvements in good order, repair and condition (including the prompt repair of cracks therein and the maintenance of an even level thereof) and at all times keep the same in compliance with the DUO and Legal Requirements; (G) [INTENTIONALLY OMITTED]; (H) operate and maintain the Public Amenity as set forth in the Prime Lease. FurtherDUO and in Section 30.4 hereof; (I) prohibit sales through window openings on the streetwall, except in the case of (1) a Subtenant whose business is primarily the operation of a newsstand or ticket sales or (2) the sale of tickets for movies and other attractions, i.e., display windows shall be used for display only and not as a point of sale; and (J) keep the Demised Premises and the Common Elements free of graffiti and posters. (ii) If Tenant fails to maintain the furniture in cleanliness of the sidewalks adjacent to the Improvements at least to the level of cleanliness maintained for the overall area of the Times Square BID, as determined by the Mayor’s Office of Operations Sanitation Scorecard for as long as the same condition exists, or fails to promptly remove from the Demised Premises or the Common Elements evidence of graffiti and such failure continues for five (5) Business Days after notice to Tenant specifying in reasonable detail such failure and setting forth Landlord’s right to remove same on Tenant’s behalf, Landlord shall, at the end of such five (5) Business Day period, be entitled to clean such sidewalks or remove such graffiti or cause the same to be cleaned or removed, as it is the case may be, at the expense of Tenant. Any and all costs incurred by Landlord in connection therewith shall be paid to Landlord’s contractors or reimbursed to Landlord, as of Landlord shall request, and shall accrue interest at the Commencement Date, reasonable wear and tear excepted. Notwithstanding anything contained in this Sublease to the contrary, Sublandlord shall have no obligation during the Term to provide any services of any nature whatsoever to Subtenant or toInterest Rate, in or for the benefit of the Premises or to expend any money for the preservation, maintenance or repair of the Premises, or to observe or perform any obligations of Sublandlord under this Sublease in any case where such services, expenditures or obligations are required under the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit of Sublandlord accordance with respect to the Premises, and Subtenant agrees to look solely to Prime Landlord for the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services and perform its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sums, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent provided for in this Sublease, unless and only to the extent that Sublandlord shall be excused from the performance of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (which shall specifically exclude any litigation) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the LeaseSection 15.1 hereof.

Maintenance Obligations. Subtenant shall assume 6.1 Unless is due to or as a result of any willful conduct or negligence by the responsibility Lessee or any of its officer, employee, consultant, worker, agent, contractor, guest or invitee (collectively, the “Personnel”), the Lessor, at its sole cost and expense, will be responsible for the following: 6.1.1. Structural maintenance of the Building, Building foundations and pay for all exterior walls; and 6.1.2. Outside area maintenance, repairs including outside landscaping, parking places, drive aisles to such parking places, roof maintenance and replacements during repair; and all other structural aspects of the Term Leased Premise. 6.2 If applicable, the Lessee shall give the Lessor written notice of the need for any maintenance or repair for which the Lessor is responsible according to this Article 6.1, after which the extent Sublandlord is obligated Lessor shall have a reasonable opportunity to perform the same maintenance or make the repair but in no event more than thirty (30) business days. In the event of emergency, and upon notice, written or otherwise, the Lessor shall perform the repair within twenty-four (24) hours after the Lessor’s receipt of such notice. If, within such time periods, the Lessor fails to perform any maintenance or make any repairs for which the Lessor is responsible under this Article 6.1, the Lessee shall have the right to perform such maintenance or make such repairs, at the Lessor’s expense on a reasonable and necessary basis. The Lessor shall reimburse the Lessee within thirty (30) days after receipt of an invoice from the Lessee for such actual and reasonable expenses incurred by the Lessee in performing such necessary maintenance or making such repair, plus interest thereon at the rate of five percent (5%) per annum (the “Interest Rate”) thirty(30) days after the delivery of invoices to Lessee to the Premises in date paid, and if the Prime Lease. FurtherLessor fails to do so, Subtenant the Lessee shall maintain have the furniture in right to deduct such expenses from the same condition as it is in as next installment(s) of the Commencement Date, reasonable wear and tear excepted. Notwithstanding anything contained in this Sublease to the contrary, Sublandlord shall have no obligation during the Term to provide any services of any nature whatsoever to Subtenant or to, in or for the benefit of the Premises or to expend any money for the preservation, maintenance or repair of the Premises, or to observe or perform any obligations of Sublandlord under this Sublease in any case where such services, expenditures or obligations are required under the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit of Sublandlord with respect to the Premises, and Subtenant agrees to look solely to Prime Landlord for the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services and perform its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sums, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent provided for in this Sublease, unless and only to the extent that Sublandlord shall be excused from the performance of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (which shall specifically exclude any litigation) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the LeaseRental coming due hereunder.

Maintenance Obligations. Subtenant (a) Tenant at its sole cost shall assume the responsibility for and pay for all maintenance, repairs and replacements during the Term maintain (except to the extent Sublandlord is obligated to perform the same to the Premises janitorial services are supplied by Landlord as set forth in the Prime Lease. Furtherjanitorial specifications in Exhibit "J"), Subtenant shall maintain the furniture and repair, all in the same condition as it is in as of the Commencement Dateneat, clean, broom-clean and good condition, with allowances for reasonable wear and tear excepted. Notwithstanding anything contained in this Sublease to the contrary("Good Condition"), Sublandlord shall have no obligation during the Term to provide any services of any nature whatsoever to Subtenant or to, in or for the benefit of the Premises or to expend any money for the preservation, maintenance or repair all portions of the Premises, except those portions of the Premises to be maintained by Landlord as expressly described in Section 7.15(b). Tenant shall be liable for any damage to the Project resulting from the acts or omissions of Tenant or Tenant's Representatives. If Tenant fails to observe or maintain the Premises as provided above, then after applicable periods of notice and periods to cure as set forth in Section 12.1(b), Landlord shall have the right but not the obligation to maintain the Premises and Tenant shall promptly reimburse Landlord for Landlord's actual cost of such maintenance. (b) Subject to Section 7.15(a), Landlord shall maintain, repair, replace and repaint (i) the structural parts of the Building, which are limited to foundations, bearing and exterior walls (excluding glass doors which are part of Tenant's Premises), subflooring, and roof; (ii) the unexposed electrical, plumbing, sewage systems and mechanical systems, elevators and elevator shafts which are not part of the Work; (iii) windows and window frames, gutters and downspouts on the Building; (iv) the Tri-Water System and any auxiliary system to the Tri-Water System, if any, for the Building; and (v) that portion of the Building not included as part of the Premises and the Common Area. (c) Landlord's failure to perform any its obligations set forth in Section 7.15(b) shall not release Tenant of Sublandlord its obligations under this Sublease in any case where such servicesLease, expenditures or obligations are required under including without limitation Tenant's obligation to pay Rent. Tenant waives the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit provisions of Sublandlord California Civil Code Sections 1941 and 1942 with respect to Landlord's obligations for tenantability of the Premises, Premises and Subtenant agrees to look solely to Prime Landlord for the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services and perform its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sums, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues Tenant's right to make timely payment to Sublandlord repairs and deduct the expenses of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant such repairs from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent provided for in this Sublease, unless and only to the extent that Sublandlord shall be excused from the performance of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (which shall specifically exclude any litigation) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the Leaserent.

Maintenance Obligations. Subtenant LESSOR shall assume the responsibility for and pay for perform all normal maintenance, repairs and replacements during necessary to keep in good condition and working order (a) the Term roof, foundation, structural columns and other structural elements of the Building, (b) the heating, ventilation, air conditioning, plumbing, electrical, life safety and other mechanical systems and equipment serving the Building or the Common Areas, (c) the parking areas, (d) the driveways and walkways necessary for access to the extent Sublandlord is obligated to perform Building and parking areas, (e) the same entrances, lobbies, stairs, passenger elevators and corridors necessary for access to the Premises Leased Premises, (f) the loading docks and freight elevators in the Prime LeaseBuilding, (g) the lavatories on the fourth floor, and (h) the Common Areas, generally. FurtherNotwithstanding the foregoing, Subtenant any damage caused to the building or any or the aforesaid components caused by the careless, malicious, willful, or negligent acts of LESSEE; and chemical, water or corrosion damage on or emanating from the Leased Premises from any * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. source within the control of LESSEE; shall be repaired by LESSOR and specifically and separately assessed as against LESSEE. LESSEE agrees to maintain at its expense all other elements and components of the furniture Leased Premises in the same condition as it is in as they are at the commencement of the Commencement DateTerm or as they may be put in during the Term of this lease, reasonable normal wear and tear and damage by fire or casualty or eminent domain only excepted, and whenever necessary, to replace light bulbs (after the first six months of the term), plate glass and other glass therein (other than building exterior window glass unless damage thereto is caused by LESSEE's willful or negligent acts or omissions); acknowledging by acceptance of the delivered Leased Premises that the Leased Premises upon delivery are in good order (except for punchlist items, which are to be completed by LESSOR as contemplated in paragraph 33 hereof), and the light bulbs and glass whole. Notwithstanding LESSEE will properly control or vent all solvents, degreasers, and the like and shall not cause the area surrounding the Leased Premises to be in anything contained other than a neat and clean condition, depositing all waste in this Sublease appropriate receptacles. LESSEE shall not permit the Leased Premises to be overloaded, damaged, stripped or defaced, suffer any waste of the Leased Premises. Any maintenance which is the responsibility of LESSOR and which is necessitated by some specific aspect of LESSEE's negligent or reckless use of the Leased Premises shall be at LESSEE's expense, except to the contraryextent LESSOR receives reimbursement for any such costs or expenses from an insurer. All maintenance provided by LESSOR shall be performed as reasonably required at LESSOR's reasonable discretion and except for emergencies, Sublandlord during LESSOR's normal business hours. LESSEE may not keep any animals on the Leased Premises without prior written notice to and approval from LESSOR in each instance, which approval may be denied or conditioned in LESSOR's reasonable discretion. LESSEE shall have no obligation during the Term to provide any services be solely responsible for maintenance and operation of any nature whatsoever to Subtenant or to, in and all of its systems installed by or for the benefit of LESSEE or servicing the Leased Premises or to expend exclusively, and shall waive any money and all claims against LESSOR for the preservationany damage, maintenance or repair of the Premisesimpairment, or loss relative to observe these systems unless caused by the negligence or perform any obligations willful misconduct of Sublandlord under this Sublease in any case where such servicesLESSOR, expenditures or obligations are required under the Prime Lease to be providedits agents, performed or observed by Prime Landlord for the benefit of Sublandlord with respect to the Premisesemployees and independent contractors. Specifically, LESSEE shall maintain, at its sole expense, and Subtenant agrees pay all charges for electrical service (according to look solely to Prime Landlord for section 7 of this Lease) and use of, the furnishing of any such services, expenditure of any such sums, following: (a) LESSEE's customized "cold room" or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services "warm room" (if any) and perform all equipment associated with its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sumsoperation, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent provided for in this Sublease, unless and only (b) additional HVAC system (to the extent that Sublandlord shall be excused from of the performance customization of a corresponding obligations as the “tenant” under LESSOR's building standard HVAC system); (c) backflow preventers (other than the Prime Lease. Sublandlord shall use reasonable efforts Building's standard equipment incorporated in the Building's general plumbing and life safety systems); (which shall specifically exclude d) acid neutralization chip tanks; and (e) any litigation) to obtain any rent abatement other specialized equipment or reduction in rent that Tenant is entitled to under mechanical systems serving the LeaseLeased Premises exclusively.

Maintenance Obligations. Subtenant Landlord shall assume maintain and repair the responsibility structural portions of the Building, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, and elevator cabs (collectively, "Building Structure") and the mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which are not part of the "Tenant Improvements", as that term is defined in Section 2.1 of the Tenant Work Letter (the "Building Systems"). Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Project) sufficient to reimburse Landlord for all maintenanceoverhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements during the Term to the extent Sublandlord is obligated to perform the same to forthwith upon being billed for same. Landlord may, but shall not be required to, enter the Premises in the Prime Lease. Furtherat all reasonable times to make such repairs, Subtenant shall maintain the furniture in the same condition as it is in as of the Commencement Datealterations, reasonable wear and tear excepted. Notwithstanding anything contained in this Sublease improvements or additions to the contrary, Sublandlord shall have no obligation during the Term to provide any services of any nature whatsoever to Subtenant or to, in or for the benefit of the Premises or to expend any money for the preservation, maintenance or repair of the Premises, or to observe or perform any obligations of Sublandlord under this Sublease in any case where such services, expenditures or obligations are required under the Prime Lease to be provided, performed or observed by Prime Landlord for the benefit of Sublandlord with respect to the Premises, and Subtenant agrees to look solely to Prime Landlord for the furnishing of any such services, expenditure of any such sums, or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services and perform its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sums, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease Project or to any reduction equipment located in the Project as Landlord shall desire or abatement deem necessary or as Landlord may ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ [MicroSim Corporation] be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of any subsection 1 of Section 1932 and Sections 1941 and 1942 of the rent provided for California Civil Code or under any similar law, statute, or ordinance now or hereafter in this Sublease, unless and only to the extent that Sublandlord shall be excused from the performance of a corresponding obligations as the “tenant” under the Prime Lease. Sublandlord shall use reasonable efforts (which shall specifically exclude any litigation) to obtain any rent abatement or reduction in rent that Tenant is entitled to under the Leaseeffect.

Maintenance Obligations. Subtenant LESSOR shall assume the responsibility for and pay for perform all normal maintenance, repairs and replacements during necessary to keep in good condition and working order (a) the Term roof, foundation, structural columns and other structural elements of the Building, (b) the heating, ventilation, air conditioning, plumbing, electrical, life safety and other mechanical systems and equipment servicing the Building or the Common Areas, (c) the parking areas, (d) the driveways and walkways necessary for access to the extent Sublandlord is obligated to perform Building and parking areas, (e) the same entrances, lobbies, stairs, passenger elevators and corridors necessary for access to the Premises Leased Premises, (f) the loading docks and freight elevators in the Prime LeaseBuilding, (g) the lavatories on the fourth floor, and (h) the Common Areas, generally. FurtherNotwithstanding the foregoing, Subtenant any damage caused to the building or any of the aforesaid components caused by the careless, malicious, willful, or negligent acts of LESSEE; and chemical, water or corrosion damage on or emanating from the Leased Premises from any source within the control of LESSEE; shall be repaired by LESSOR and specifically and separately assessed as against LESSEE. LESSEE agrees to maintain at its expense all other elements and components to the furniture Leased Premises in the same condition as it is they are at the commencement of the Term or as they may be put in during the Term of this lease, normal wear and tear and damage by fire or casualty or eminent domain only excepted, and whenever necessary, to replace light bulbs (after the first six months of the term), plate glass and other glass therein, acknowledging by acceptance of the delivered Leased Premises as of the Commencement DatePhase I Delivery Date and Phase II Delivery Date that the Leased Premises upon delivery are in good order (except for punchlist items, reasonable wear which are to be completed by LESSOR as contemplated in paragraph 33 hereof), and tear exceptedthe light bulbs and glass whole. Notwithstanding LESSEE will properly control or vent all solvents, degreasers, and the like and shall not cause the area surrounding the Leased Premises to be in anything contained other than a neat and clean condition, depositing all waste in this Sublease appropriate receptacles. LESSEE shall not permit the Leased Premises to be overloaded, damaged, stripped or defaced, suffer any waste of the Leased Premises. Any maintenance which is the responsibility of LESSOR and which is necessitated by some specific aspect of LESSEE's negligent or reckless use of the Leased Premises shall be at LESSEE's expense, except to the contraryextent LESSOR receives reimbursement for any such costs or expenses from an insurer. All maintenance provided by LESSOR shall be performed as reasonably required at LESSOR's reasonable discretion and except for emergencies, Sublandlord during LESSOR's normal business hours. LESSEE may not keep any animals on the Leased Premises without prior written notice to the approval from LESSOR in each instance, which approval may be denied or conditioned in LESSOR's reasonable discretion. LESSEE shall have no obligation during the Term to provide any services be solely responsible for maintenance and operation of any nature whatsoever to Subtenant or to, in and all of its systems installed by or for the benefit of LESSEE or servicing the Leased Premises or to expend exclusively, and shall waive any money and all claims against LESSOR for the preservationany damage, maintenance or repair of the Premisesimpairment, or loss relative to observe these systems unless caused by the negligence or perform any obligations willful misconduct of Sublandlord under this Sublease in any case where such servicesLESSOR, expenditures or obligations are required under the Prime Lease to be providedits agents, performed or observed by Prime Landlord for the benefit of Sublandlord with respect to the Premisesemployees and independent contractors. Specifically, LESSEE shall maintain, at its sole expense, and Subtenant agrees pay all charges for electrical service (according to look solely to Prime Landlord for section 7 of this Lease) and use of, the furnishing of any such services, expenditure of any such sums, following: (a) LESSEE's customized "cold room" or observance or performance of any such obligations to which, or the benefit of which, Subtenant may be entitled under this Sublease. Notwithstanding the forgoing, Sublandlord shall use reasonable efforts, upon written notice from Subtenant, to request that Prime Landlord provide the services "warm room" (if any) and perform all equipment associated with its obligations under the Prime Lease. Sublandlord shall upon the request of Subtenant from time to time, use reasonable efforts to cause Prime Landlord to furnish such services, expend such sumsoperation, and observe and perform such obligations; provided, however, that Subtenant is not in default of this Sublease and has made and continues to make timely payment to Sublandlord of all rent and other charges payable under this Sublease. Subtenant shall have no claim against Sublandlord for any default by Prime Landlord under the Prime Lease. No default by Prime Landlord under the Prime Lease shall excuse Subtenant from the performance of any of its obligations to be performed under this Sublease or to any reduction in or abatement of any of the rent provided for in this Sublease, unless and only (b) additional HVAC system (to the extent that Sublandlord shall be excused from of the performance customization of a corresponding obligations as the “tenant” under LESSOR's building standard HVAC system; (c) backflow preventers (other than the Prime Lease. Sublandlord shall use reasonable efforts Building's standard equipment incorporated in the Building's general plumbing and life safety systems); (which shall specifically exclude d) acid neutralization chip tanks; and (e) any litigation) to obtain any rent abatement other specialized equipment or reduction in rent that Tenant is entitled to under mechanical systems serving the LeaseLeased Premises exclusively.