HAVE ANY OBLIGATION FOR ANY REPAIRS,
ALTERATIONS OR REPLACEMENTS NECESSITATED BY THE WILLFUL ACTS OR NEGLIGENCE OF
TENANT, ITS AGENTS OR EMPLOYEES FOR WHICH COSTS TENANT SHALL BE RESPONSIBLE.
LANDLORD'S MAINTENANCE SHALL BE AT A STANDARD WHICH IS NO LESS THAN THE LESSER
OF (I) THE CONDITION IN WHICH THE BUILDING WAS MAINTAINED IMMEDIATELY PRIOR TO
THE LEASE COMMENCEMENT DATE, OR (II) THE CONDITION OF OTHER BUILDINGS SIMILAR TO
THE BUILDING LOCATED IN CALABASAS, CALIFORNIA ("COMPARABLE BUILDINGS").
LANDLORD SHALL NOT BE REQUIRED TO FURNISH ANY SERVICES OR FACILITIES OR TO MAKE
ANY REPAIRS, REPLACEMENTS OR ALTERATIONS IN OR TO THE DEMISED PREMISES
THROUGHOUT THE LEASE TERM, EXCEPT FOR THOSE REPAIRS, REPLACEMENTS OR ALTERATIONS
HEREBY PROVIDED FOR AS LANDLORD'S MAINTENANCE WITHIN THIS SECTION I AND FOR
COMMON AREA MAINTENANCE EXPENSES, TENANT HEREBY ASSUMING RESPONSIBILITY FOR THE
CONDITION, OPERATION, REPAIR, REPLACEMENT, MAINTENANCE AND MANAGEMENT OF THE
DEMISED PREMISES, SUBJECT TO THE PROVISIONS OF ARTICLES 0 AND 0 AND EXCEPT FOR
ANY SUCH REPAIRS, ALTERATIONS OR REPLACEMENTS NECESSITATED BY THE WILLFUL ACTS
OR NEGLIGENCE OF LANDLORD, ITS AGENTS OR EMPLOYEES.
B.
LANDLORD SHALL NOT BE IN DEFAULT UNDER THIS LEASE UNLESS LANDLORD
FAILS TO PERFORM OBLIGATIONS REQUIRED OF LANDLORD WITHIN A REASONABLE TIME, BUT
IN NO EVENT EARLIER THAN THIRTY (30) DAYS AFTER WRITTEN NOTICE BY TENANT TO
LANDLORD AND TO THE HOLDER OF ANY FIRST MORTGAGE
6
OR DEED OF TRUST COVERING THE DEMISED PREMISES WHOSE NAME AND ADDRESS SHALL HAVE
THERETOFORE BEEN FURNISHED TO TENANT IN WRITING, SPECIFYING THAT LANDLORD HAS
FAILED TO PERFORM SUCH OBLIGATION; PROVIDED, HOWEVER, THAT IF THE NATURE OF
LANDLORD'S OBLIGATION IS SUCH THAT MORE THAN THIRTY (30) DAYS ARE REQUIRED FOR
PERFORMANCE THEN LANDLORD SHALL NOT BE IN DEFAULT IF LANDLORD COMMENCES
PERFORMANCE WITHIN SUCH THIRTY (30) DAY PERIOD AND THEREAFTER DILIGENTLY
PROSECUTES THE SAME TO COMPLETION.
IN THE EVENT LANDLORD FAILS TO COMMENCE
PERFORMANCE WITHIN THIRTY (30) DAYS AFTER SUCH WRITTEN NOTICE FROM TENANT
(EXCEPT IN THE CASE OF EMERGENCIES (I.E., THE IMMINENT THREAT OF LOSS OF LIFE,
SERIOUS INJURIES TO PERSONS OR MATERIAL DAMAGE TO PROPERTY), THEN WITHIN ONE
(1) BUSINESS DAY AFTER WRITTEN NOTICE BY TENANT TO LANDLORD), TENANT SHALL HAVE
THE RIGHT TO PERFORM SUCH WORK AS MAY BE NECESSARY TO CURE SUCH DEFAULT UPON
DELIVERY OF AN ADDITIONAL FIVE (5) BUSINESS DAYS' NOTICE TO LANDLORD THAT TENANT
IS PERFORMING SUCH WORK.
IF SUCH REPAIRS AND/OR MAINTENANCE WERE REQUIRED UNDER
THE TERMS OF THIS LEASE TO BE PERFORMED BY LANDLORD AND ARE NOT PERFORMED BY
LANDLORD PRIOR TO THE EXPIRATION OF SUCH 5-BUSINESS DAY PERIOD (THE "OUTSIDE
REPAIR PERIOD"), THEN TENANT SHALL BE ENTITLED TO PERFORM SUCH WORK AND TO
REIMBURSEMENT BY LANDLORD OF TENANT'S ACTUAL, REASONABLE, AND DOCUMENTED COSTS
AND EXPENSES IN PERFORMING SUCH MAINTENANCE AND/OR REPAIRS.
SUCH REIMBURSEMENT
SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER LANDLORD'S RECEIPT OF INVOICE OF
SUCH COSTS AND EXPENSES, AND IF LANDLORD FAILS TO SO REIMBURSE TENANT WITHIN
SUCH 30-DAY PERIOD, THEN TENANT SHALL BE ENTITLED TO OFFSET AGAINST THE RENTAL
PAYABLE BY