Common use of Compliance with Governmental Regulations and Private Restrictions Clause in Contracts

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Laws, and including, but not limited to, making all modifications required within the Premises, whether or not presently foreseeable; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; (iii) the requirements of any board of fire underwriters or similar body now or in the future constituted; and (iv) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “"Laws”"), except such laws applicable to the construction of the Base Building Improvements now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawswithout limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and including, but not limited to, making all modifications required within the Premisesrelated alterations, whether substantial in cost or otherwise, provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant's request; (ii2) all recorded covenants, conditions and restrictions affecting the Project (“"Private Restrictions”") now in force or which may hereafter be in force; and (iii3) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit E and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and operation of the Premises, the Building and/or the Project (iv) collectively, the "Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations"). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Premises, the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawswithout limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and including, but not limited to, making all modifications required within the Premisesrelated alterations, whether substantial in cost or otherwise, provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant’s specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant’s request; (ii2) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; (iii) the requirements of any board of fire underwriters or similar body now or in the future constituted; and (iv3) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law the city or county in which the Building is located to maintain carpooling, trip reduction carpooling and public transit programs, Tenant shall cooperate in the implementation and use of these those programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Building Premises or the Project, including reasonably cooperating with Landlord to comply with such Laws, and including, but not limited to, making all modifications required within the Premises, whether or not presently foreseeableBuilding; (ii2) all recorded covenants, conditions and restrictions affecting the Project Building as amended from time to time (“Private Restrictions”) now in force or which may hereafter be in force; (iii) the requirements , provided that written copies of any board of fire underwriters or similar body now or in the future constitutedsuch Private Restrictions have been provided to Tenant; and (iv3) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law the city or county in which the Building is located to maintain carpooling, trip reduction carpooling and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant. In no event shall Landlord consent to any new or amended rules, ordinances, requirements, orders, or Private Restrictions, or impose or amend any existing Private Restrictions or Rules and Regulations that materially and adversely affect Tenant’s use and enjoyment of the Premises for the Permitted Use.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “"Laws”"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building Buildings or the Project, including reasonably cooperating with Landlord whether substantial in cost or otherwise; provided, however, that except as provided in Paragraph 10(c) below, Tenant shall not be required to comply with such Lawsmake or, and except as provided in Paragraph 4(b) above, pay for, capital improvements to the Premises or the Buildings (including, but without limitation, the installation of fire sprinkler systems, the seismic reinforcement of the Buildings or the removal of asbestos) not limited to, making all modifications required within related to Tenant's specific use of the Premises, whether Premises unless the requirement for such changes is imposed as a result of any improvements or not presently foreseeableadditions made or proposed to be made at Tenant's request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“"Private Restrictions”") now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit D and any other reasonable rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and operation of the Premises, the Building and/or the Project (iv) collectively, the "Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations"). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Premises, the Building or the Project; provided, including reasonably cooperating with Landlord however, that except as provided in Paragraph 10(c) below, Tenant shall not be required to comply with make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant’s specific use of the Premises unless the requirement for such Laws, and including, but not limited to, making all modifications required within changes is imposed as a result of any Alterations made to the Premises, whether or not presently foreseeablePremises by Tenant; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit C and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and operation of the Premises, the Building and/or the Project (iv) collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “"Laws”"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawswithout limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and including, but not limited to, making all modifications required within the Premisesremoval of asbestos, whether substantial in cost or otherwise, provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant's request; (ii2) all recorded covenants, conditions conditions, and restrictions affecting the Project (“"Private Restrictions”") now in force or which may hereafter be in force; (iii) , including, without limitation the requirements Declaration of any board Covenants, Conditions and Restrictions described as Lots 1 to 15 inclusive, Tract 4454, filed August 25, 1980, in Book 120 of fire underwriters or similar body now or Maps Page 69, in the future constitutedOfficial Records of Alameda County; and (iv3) any and all rules and regulations set forth in Exhibit D and any other rules and regulations now or hereafter promulgated by Landlord related to parking or the operation of the Premises, the Building and/or the Project (collectively, the "Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations"). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment judgement of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”"LAWS"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawsincluding, without limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and including, but not limited to, making all modifications required within the Premisesremoval of asbestos, whether substantial in cost or otherwise; provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant's request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”"PRIVATE RESTRICTIONS") now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in EXHIBIT D and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and (iv) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality operation of the foregoingPremises, to the extent Landlord is required by Law to maintain carpoolingBuilding and/or the Project (collectively, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees"RULES AND REGULATIONS"). The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Premises, the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawsincluding, without limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and including, but not limited to, making all modifications required within the Premisesremoval of asbestos, whether substantial in cost or otherwise; provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant’s specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant’s request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force, provided that Landlord shall not voluntarily agree to any new Private Restrictions which adversely impact Tenant’s rights under this Lease; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit D and any other reasonable rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; operation of the Premises, the Building and/or the Project (collectively, the “Rules and (iv) the Regulations”), provided Landlord shall not impose any new Rules and Regulations (as defined in Paragraph 41 of which adversely impact Tenant’s rights under this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Premises, the Building or the Project, including reasonably cooperating with Landlord to comply with such Laws, and including, but not limited to, making all modifications required within the Premises, whether or not presently foreseeable; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force as of the Lease Date, or which may hereafter be in force; (iii) the requirements of any board of fire underwriters subsequent amendments that have no material adverse impact on Tenant’s rights under this Lease or similar body now increase Tenant’s Rent or in the future constitutedobligations; and (iviii) the Rules and Regulations (as defined in Paragraph 41 42 of this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law government authorities to maintain carpooling, trip reduction carpooling and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The final, non-appealable judgment of any court of competent jurisdiction, or the unequivocal admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant. Subject to reimbursement pursuant to Paragraph 4 above, if any portion of the Building or Premises which is the responsibility of Landlord to maintain is required to be modified in order to comply with Laws, then such work shall be the responsibility of Landlord; provided, however, that if such work is required as a result of Tenant’s specific use of the Premises or any work or Alteration (as hereinafter defined) made by or on behalf of Tenant, then such work shall be performed by Landlord at the sole cost and expense of Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “"Laws”"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawswithout limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and including, but not limited to, making all modifications required within the Premisesremoval of asbestos, whether substantial in cost or otherwise, provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, alterations or changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant's request; (ii2) all recorded covenants, conditions and restrictions affecting the Project (“"Private Restrictions”") now in force or which may hereafter be in force; (iii) including, without limitation, the requirements of any board of fire underwriters or similar body now or in the future constituted; Forge Park Covenants and Restrictions attached hereto as Exhibit B: and (iv3) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”"LAWS"), except such laws applicable to the construction of the Base Building Improvements, now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Laws, and including, but not limited towithout limitation, making all modifications required within the Premisesany Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, whether substantial in cost or otherwise; provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant's request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”"PRIVATE RESTRICTIONS") now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit E and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and (iv) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality operation of the foregoingPremises, to the extent Landlord is required by Law to maintain carpoolingBuilding and/or the Project (collectively, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees"RULES AND REGULATIONS"). The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”"LAWS"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawswithout limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and including, but not limited to, making all modifications required within the Premisesremoval of asbestos, whether substantial in cost or otherwise, provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant's request; (ii2) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”"PRIVATE RESTRICTIONS") now in force or which may hereafter be in force; and (iii3) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in EXHIBIT D and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and (iv) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality operation of the foregoingPremises, to the extent Landlord is required by Law to maintain carpoolingBuilding and/or the Project (collectively, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees"RULES AND REGULATIONS"). The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Premises, the Building or the Project, including reasonably cooperating with Landlord including, without limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and removal of asbestos, whether substantial in cost or otherwise; provided, however, that Tenant shall not be required to make or, except as provided in Paragraph 4 above, pay for, alterations, additions or improvements to the Premises or the Building necessary to comply with Laws that are not related to Tenant’s specific use of the Premises unless the requirement for such Laws, and including, but not limited to, making all modifications required within the Premises, whether changes is imposed as a result of any improvements or not presently foreseeableadditions made or proposed to be made at Tenant’s request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit D and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and operation of the Premises, the Building and/or the Project (iv) collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”"LAWS"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawswithout limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and including, but not limited to, making all modifications required within the Premisesrelated alterations, whether substantial in cost or otherwise, provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant's request; (ii2) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”"PRIVATE RESTRICTIONS") now in force or which may hereafter be in force; and (iii3) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in EXHIBIT D and any other rules and regulations now or in hereafter promulgated by Landlord for the future constituted; and (iv) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality proper management or operation of the foregoingPremises, to the extent Landlord is required by Law to maintain carpoolingBuilding and/or the Project (collectively, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees"RULES AND REGULATIONS"). The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Building or Premises; (2) the Project, including reasonably cooperating with Landlord to comply with such LawsPermitted Exceptions, and including, but not limited to, making all modifications required within the Premises, whether or not presently foreseeable; (ii3) all recorded any additional covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; force with respect to the Premises or are otherwise contemplated by this Agreement, provided that any costs of compliance which (i) are of a capital nature according to GAAP, (ii) are greater than $100,000, and (iii) are not incurred as a result of Tenant’s specific use of the requirements Premises or as a result of any board Alterations or other actions on the part of fire underwriters or similar body now or Tenant, shall be paid for by Landlord and amortized and passed through to Tenant as Operating Expenses in the future constituted; and (iv) the Rules and Regulations (as defined in accordance with Paragraph 41 of this Lease4(b)(2)(A)(iv). Without limiting the generality of the foregoing, to the extent Landlord is required by Law the city or county in which the Building is located to maintain carpooling, trip reduction carpooling and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Laws or Private Restrictionsthe matters described in (2) or (3) above, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “"Laws”"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not be required to comply with such Lawsmake or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building (including, without limitation, seismic reinforcement and related alterations, and including, but the removal of asbestos) not limited to, making all modifications required within related to Tenant's specific use of the Premises, whether Premises unless the requirement for such changes is imposed as a result of any improvements or not presently foreseeableadditions made or proposed to be made at Tenant's request; (ii2) all recorded covenants, conditions and restrictions affecting the Project (“"Private Restrictions”") now in force or which may hereafter be in force; and (iii3) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit C and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and operation of the Premises, the Building and/or the Project (iv) collectively, the "Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations"). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”"LAWS"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawswithout limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and including, but not limited to, making all modifications required within the Premisesremoval of asbestos, whether substantial in cost or otherwise, provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, alterations, improvements or structural changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such alterations, improvements or changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant's request; (ii2) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”"PRIVATE RESTRICTIONS") now in force or which may hereafter be in force; (iii) the requirements of any board of fire underwriters or similar body now or in the future constituted; and (iv3) the Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law the city or county in which the Building is located to maintain carpooling, trip reduction carpooling and public transit programs, Tenant shall cooperate in the implementation and use of these those programs by and among Tenant’s 's employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “"Laws”"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Laws, and including, but not limited to, making all modifications required within the Premises, whether or not presently foreseeable; (ii2) all recorded covenants, conditions and restrictions affecting the Project (“"Private Restrictions”") now in force or which may hereafter be in force; force (iii) provided, however, that Landlord shall not impose any new Private Restrictions on the requirements Project which will increase the cost of any board Operating Expenses or adversely affect Tenant's use or occupancy of fire underwriters or similar body now or the Premises without Tenant's prior written consent, which Tenant may withhold in the future constitutedits reasonable discretion); and (iv3) the reasonable Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law the city or county in which the Building is located to maintain carpooling, trip reduction carpooling and public transit programs, Tenant shall reasonably cooperate in the implementation and use of these programs by and among Tenant’s 's employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Premises, the Building or the Project, including reasonably cooperating with Landlord to comply with such Lawsincluding, without limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and including, but not limited to, making all modifications required within the Premisesremoval of asbestos, whether substantial in cost or not presently foreseeableotherwise; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit D and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; operation of the Premises, the Building and/or the Project (collectively, the “Rules and (iv) the Regulations”), provided that Landlord enforces such Rules and Regulations (as defined in Paragraph 41 of this Lease). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employeesa nondiscriminatory fashion. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.. Notwithstanding anything in this Paragraph 10(b) to the contrary, except as provided in Paragraph 10(c) below, Tenant shall not be required to make or, except as provided in Paragraph 4 above, pay for, capital improvements to the Premises or the Building not related to Tenant’s specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made at Tenant’s request

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord to comply with such Laws, and including, but not limited to, making all modifications required within the PremisesPremises as a result of Tenant’s use thereof, whether or not presently foreseeable; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in forceforce (but only to the extent not in conflict with Tenant’s express rights under this Lease); (iii) the requirements of any board of fire underwriters or similar body now or in the future constituted; and (iv) the Rules and Regulations (as defined in Paragraph 41 of this Lease); and (v) the Building’s Sustainability Practices and the applicable Green Building Standards, if any, including reasonably cooperating with Landlord’s efforts to comply therewith. Without limiting the generality of the foregoing, to the extent Landlord is required by Law the state, city or county in which the Building is located to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy Premises and such compliance is necessary due to Tenant’s specific use of the Premises, or Tenant’s use of the Building or the ProjectProject or any Alterations; provided, including reasonably cooperating with Landlord however, that except as provided in Paragraph 9(c) below, Tenant shall not be required to comply with make or, (subject to such Lawslimitations as provided in Paragraph 4 above) pay for, and including, but structural changes to the Premises or the Building not limited to, making all modifications required within related to Tenant’s specific use of the Premises, whether Premises unless the requirement for such changes is imposed as a result of any improvements or not presently foreseeableadditions made or proposed to be made at Tenant’s request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit B and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and operation of the Premises, the Building and/or the Project (iv) collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “"Laws”"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord whether substantial in cost or otherwise; provided, however, that except as provided in Paragraph 10(c) below, Tenant shall not be required to comply with make or, except as provided in Paragraph 4 above, pay for, structural changes to the Premises or the Building not related to Tenant's specific use of the Premises unless the requirement for such Laws, and including, but not limited to, making all modifications required within the Premises, whether changes is imposed as a result of any improvements or not presently foreseeableadditions made or proposed to be made at Tenant's request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“"Private Restrictions”") now in force or which may hereafter be in force; and (iii) any and all rules and regulations set forth in Exhibit C and any other rules and regulations now Or hereafter promulgated by Landlord related to parking or the requirements operation of any board of fire underwriters or similar body now or in the future constituted; and Premises, the Building and/or the Project (iv) collectively, the "Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations"). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall shall-be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Building Premises, the Buildings or the Project, including reasonably cooperating with Landlord to comply with such Lawsincluding, without limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and removal of asbestos, whether substantial in cost or otherwise; provided, however, that except as provided in Paragraph 9(c) below, Tenant shall not be required to make or, except as provided in Paragraph 4 above, pay for, physical changes to the Premises or the Buildings not related to Tenant’s specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant’s request (including, without limitation, the Tenant Improvements, but not limited to, making all modifications required within the Premises, whether or not presently foreseeablesubject to Paragraph 9(c)(ii) below); (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit D and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and operation of the Premises, the Buildings and/or the Project (iv) collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s 's Agents shall, at Tenant’s 's expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “"Laws”"), now in force or which may hereafter be in force pertaining to the use, condition, configuration Premises or occupancy Tenant's use of the Premises, or Tenant’s use of the Building or the Project, including reasonably cooperating with Landlord whether substantial in cost or otherwise; provided, however, that except as otherwise expressly provided in this Lease, Tenant shall not be required to comply with such Lawsmake or, and except as provided in Paragraph 4(b) above, pay for, capital improvements to the Premises or the Building (including, but without limitation, the installation of fire sprinkler systems, the seismic reinforcement of the Building or the removal of asbestos) not limited to, making all modifications required within related to Tenant's specific use of the Premises, whether Premises unless the requirement for such changes is imposed as a result of any improvements or not presently foreseeableadditions made or proposed to be made at Tenant's request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“"Private Restrictions”") now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in EXHIBIT C and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; and operation of the Premises, the Building and/or the Project (iv) collectively, the "Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations"). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force (i) pertaining to the use, condition, configuration or occupancy Tenant’s particular use of the Premises, or Tenant’s use of the Building Buildings or the Project, and (ii) the need for which arises by reason of Alterations made by or at the request of Tenant, including reasonably cooperating with (without limitation) changes in the Building structure and Systems as required by any Alterations or such manner or Tenant’s particular use. Landlord to shall, at Landlord’s expense, faithfully observe and comply with such Lawsall Laws relating to the Project and the Premises itself, including, without limitation, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, and including, but not limited to, making all modifications required within the Premisesremoval of asbestos, whether substantial in cost or not presently foreseeable; otherwise, except to the extent Tenant is responsible therefor as provided above. Tenant shall also comply with (iiA) all recorded covenants, conditions and restrictions affecting the Project in force as of the date of this Lease, or hereafter in force and of which Tenant has received written notice (“Private Restrictions”) now (provided that Landlord shall not enter into any Private Restrictions after the date hereof which conflicts with the provisions of this Lease or would result in force or which may hereafter be in force; (iii) a material and adverse impairment of the requirements rights of any board of fire underwriters or similar body now or in the future constitutedTenant hereunder); and (ivB) any and all rules and regulations set forth in Exhibit C and any other rules and regulations now or hereafter reasonably promulgated by Landlord related to parking or the operation of the Premises, the Buildings and/or the Project (collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Except as set forth in Paragraph 9(c) below, Tenant and Tenant’s Agents shall, at Tenant’s expense, faithfully observe and comply with (i) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, “Laws”), now in force or which may hereafter be in force pertaining to the use, condition, configuration or occupancy of the Premises, Premises or Tenant’s use of the Premises, the Building or the Project, including reasonably cooperating with Landlord to comply with such Laws, and including, but not limited towithout limitation, making all modifications to the extent required within due to Tenant’s specific use of the Premises or improvements or additions made to the Premises, any Laws requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, whether substantial in cost or otherwise; provided, however, that except as provided in Paragraph 9.3 below, Tenant shall not presently foreseeablebe required to make or, except as provided in Paragraph 4 above, pay for, structural changes, installation of fire sprinkler systems or seismic reinforcement to the Premises or the Building not related to Tenant’s specific use of the Premises unless the requirement for such changes is imposed as a result of any improvements or additions made or proposed to be made at Tenant’s request; (ii) all recorded covenants, conditions and restrictions affecting the Project (“Private Restrictions”) now in force or which may hereafter be in force; and (iii) the requirements of any board of fire underwriters or similar body and all rules and regulations set forth in Exhibit D and any other rules and regulations now or in hereafter promulgated by Landlord related to parking or the future constituted; operation of the Premises, the Building and/or the Project that do not materially and adversely affect Tenant’s rights or increase Tenant’s obligations under this Lease (iv) collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, to the extent Landlord is required by Law to maintain carpooling, trip reduction and public transit programs, Tenant shall cooperate in the implementation and use of these programs by and among Tenant’s employees. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether XXXXXX #00000 x00 Xxxxxx Lease Landlord be a party thereto or not, that Tenant has violated any such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.