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

Compliance with Governmental Regulations and Private Restrictions. Tenant and Tenant's Agents shall, at Tenant's expense, faithfully observe and comply with (1) 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 Premises or Tenant's use of the Premises, the Building or the Project, 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 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, 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; (2) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS") now in force or which may hereafter be in force; and (3) 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 the city or county in which the Building is located to maintain carpooling and public transit programs, Tenant shall cooperate in the implementation and use of 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. Tenant and Tenant's ’s Agents shall, at Tenant's ’s expense, faithfully observe and comply with (1i) 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 Premises or Tenant's ’s use of the Premises, the Building or the Project, including 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 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, alterations, improvements or structural changes to the Premises or the Building not related to Tenant's ’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 ’s request; (2ii) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS"“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 (3iii) any and all rules and regulations set forth in Exhibit D and any other reasonable 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”), 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 the city or county in which the Building is located to maintain carpooling and public transit programs, Tenant shall cooperate in the implementation and use of 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 such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. Tenant and Tenant's ’s Agents shall, at Tenant's ’s expense, faithfully observe and comply with (1i) 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 Premises or Tenant's ’s use of the Premises, the Building or the Project, including including, without limitation, to the extent required 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, and removal of asbestos, whether substantial in cost or otherwise, ; provided, however, that except as provided in Paragraph 9(c) 9.3 below, Tenant shall not be required to make or, except as provided in Paragraph 4 above, pay for, alterationsstructural changes, improvements installation of fire sprinkler systems or structural changes seismic reinforcement to the Premises or the Building not related to Tenant's ’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 ’s request; (2ii) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS"“Private Restrictions”) now in force or which may hereafter be in force; and (3iii) 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 that do not materially and adversely affect Tenant’s rights or increase Tenant’s obligations under this Lease (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 the city or county in which the Building is located to maintain carpooling and public transit programs, Tenant shall cooperate in the implementation and use of 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.whether

Compliance with Governmental Regulations and Private Restrictions. (a) Subject to the terms and conditions of the Lease, Landlord covenants that the Base Building Improvements shall be constructed in compliance with all applicable building code requirements in effect and actively being enforced by the City of South San Francisco (the “City”) on the date the building permits are issued to the Contractor therefor and substantially in accordance with the Base Building Plans and Specifications. Any claims by Tenant under this Paragraph 9.2 shall be made in writing not later than one (1) year after the Commencement Date of the Lease. In the event Tenant fails to deliver a written claim to Landlord on or before such date, then Landlord shall be conclusively deemed to have satisfied its obligations under this paragraph. The covenants contained in this paragraph are subject to Paragraph 39 below of the Lease and are made specifically and exclusively for the benefit of the original Tenant and any assignee or sublessee under a Permitted Transfer pursuant to Paragraph 23.4 below. (b) Tenant and Tenant's ’s Agents shall, at Tenant's ’s expense, faithfully observe and comply with (1) 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 Premises or Tenant's ’s use of the Premises, the Building or the Project, including 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 ; that: except as provided in Paragraph 9(c) 9.3 below, Tenant shall not be 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 ’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 ’s request; (2) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS"“Private Restrictions”) now in force or which may hereafter be in force, Landlord hereby specifically reserving the right to hereafter adopt such Private Restrictions and to impose the same on the Project or any portion thereof, provided that such Private Restrictions adopted after the date hereof shall not unreasonably impair Tenant’s use of the Premises for any Permitted Use; and (3) any and all rules and regulations set forth in Exhibit D and any other rules and regulations now or hereafter promulgated by Landlord (collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, Tenant hereby covenants and agrees for itself, its successors and assigns, and all persons claiming under or through it, that this Lease is made and accepted upon and subject to the extent Landlord is required by the city condition that there shall be no discrimination against, or county in which the Building is located to maintain carpooling and public transit programssegregation of, Tenant shall cooperate any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the implementation and leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall Tenant, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of those programs by and among Tenant's employeestenants, lessees, subtenants, sublessees or vendees in the premises herein leased. 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. (a) Subject to the terms and conditions of the Lease, Landlord covenants that the Base Building Improvements have been constructed in compliance with all applicable building code requirements in effect and actively being enforced by the City of South San Francisco on the date the building permits were issued to the Contractor therefor. Any claims by Tenant under this Paragraph 9.2 shall be made in writing not later than March 31, 2001. In the event Tenant fails to deliver a written claim to Landlord on or before such date, then Landlord shall be conclusively deemed to have satisfied its obligations under this paragraph. The covenants contained in this paragraph are subject to Paragraph 39 below of the Lease and are made specifically and exclusively for the benefit of the original Tenant and any assignee or sublessee under a Permitted Transfer pursuant to Paragraph 23.4 below. (b) Tenant and Tenant's ’s Agents shall, at Tenant's ’s expense, faithfully observe and comply with (1) 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 Premises or Tenant's ’s use of the Premises, the Building or the Project, including 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 except as provided in Paragraph 9(c) 9.3 below, Tenant shall not be 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 ’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 ’s request; (2) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS"“Private Restrictions”) now in force or which may hereafter be in force, Landlord hereby specifically reserving the right to hereafter adopt such Private Restrictions and to impose the same on the Project or any portion thereof; provided that such Private Restrictions adopted after the date hereof shall not unreasonably impair Tenant’s use of the Premises for any Permitted Use; and (3) any and all rules and regulations set forth in Exhibit C and any other rules and regulations now or hereafter promulgated by Landlord (collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, Tenant hereby covenants and agrees for itself, its successors and assigns, and all persons claiming under or through it, that this Lease is made and accepted upon and subject to the extent Landlord is required by the city condition that there shall be no discrimination against, or county in which the Building is located to maintain carpooling and public transit programssegregation of, Tenant shall cooperate any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the implementation and leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall Tenant, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of those programs by and among Tenant's employeestenants, lessees, subtenants, sublessees or vendees in the premises herein leased. 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. Tenant and Tenant's ’s Agents shall, at Tenant's ’s expense, faithfully observe and comply with (1i) 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 Premises or Tenant's ’s use of the Premises, the Building or the Project, including 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 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, 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; (2ii) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS"“Private Restrictions”) now in force or which may hereafter be in force; and (3iii) 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”), 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 the city or county in which the Building is located to maintain carpooling and public transit programs, Tenant shall cooperate in the implementation and use of those 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. Tenant and Tenant's ’s Agents shall, at Tenant's ’s expense, faithfully observe and comply with (1) 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 (i) pertaining to the Premises or Tenant's ’s particular use of the Premises, 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 (without limitation) changes in the Building structure and Systems as required by any Alterations or such manner or Tenant’s particular use. Landlord shall, at Landlord’s expense, faithfully observe and comply with all 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 removal of asbestos, whether substantial in cost or otherwise, provided, however, that except to the extent Tenant is responsible therefor as provided in Paragraph 9(c) below, above. Tenant shall not be 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; also comply with (2A) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS") now in force as of the date of this Lease, or hereafter in force and of which may hereafter be Tenant has received written notice (“Private Restrictions”) (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 forcea material and adverse impairment of the rights of Tenant hereunder); and (3B) 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 the city or county in which the Building is located to maintain carpooling and public transit programs, Tenant shall cooperate in the implementation and use of 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 such Laws or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant.

Compliance with Governmental Regulations and Private Restrictions. (a) Subject to the terms and conditions of the Lease, Landlord covenants that the Base Building Improvements shall be constructed in compliance with all applicable building code requirements in effect and actively being enforced by the City of South San Francisco (the “City”) on the date the building permits are issued to the Contractor therefor and substantially in accordance with the Base Building Plans and Specifications. Any claims by Tenant under this Paragraph 9.2 shall be made in writing not later than one (1) year after the Commencement Date of the Lease. In the event Tenant fails to deliver a written claim to Landlord on or before such date, then Landlord shall be conclusively deemed to have satisfied its obligations under this paragraph. The covenants contained in this paragraph are subject to Paragraph 39 below of the Lease and are made specifically and exclusively for the benefit of the original Tenant and any assignee or sublessee under a Permitted Transfer pursuant to Paragraph 23.4 below. (b) Tenant and Tenant's ’s Agents shall, at Tenant's ’s expense, faithfully observe and comply with (1) 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 Premises or Tenant's ’s use of the Premises, the Building or the Project, including 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 except as provided in Paragraph 9(c) 9.3 below, Tenant shall not be 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 ’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 ’s request; (2) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS"“Private Restrictions”) now in force or which may hereafter be in force, Landlord hereby specifically reserving the right to hereafter adopt such Private Restrictions and to impose the same on the Project or any portion thereof, provided that such Private Restrictions adopted after the date hereof shall not unreasonably impair Tenant’s use of the Premises for any Permitted Use; and (3) any and all rules and regulations set forth in Exhibit D and any other rules and regulations now or hereafter promulgated by Landlord (collectively, the “Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations”). Without limiting the generality of the foregoing, Tenant hereby covenants and agrees for itself, its successors and assigns, and all persons claiming under or through it, that this Lease is made and accepted upon and subject to the extent Landlord is required by the city condition that there shall be no discrimination against, or county in which the Building is located to maintain carpooling and public transit programssegregation of, Tenant shall cooperate any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the implementation and leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall Tenant, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of those programs by and among Tenant's employeestenants, lessees, subtenants, sublessees or vendees in the premises herein leased. 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. Tenant and Tenant's ’s Agents shall, at Tenant's ’s expense, faithfully observe and comply with (1i) 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 Premises or Tenant's ’s use of the Premises, the Building or the Project, 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 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, 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; (2ii) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS"“Private Restrictions”) now in force as of the Lease Date, or which may hereafter be in forcesubsequent amendments that have no material adverse impact on Tenant’s rights under this Lease or increase Tenant’s Rent or obligations; and (3iii) 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 the city or county in which the Building is located government authorities to maintain carpooling and public transit programs, Tenant shall cooperate in the implementation and use of those these programs by and among Tenant's ’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. (a) Subject to the terms and conditions of the Lease, Landlord covenants that the Base Building Improvements have been constructed in compliance with all applicable building code requirements in effect and actively being enforced by the City of South San Francisco on the date the building permits were issued to the Contractor therefor. Any claims by Tenant under this Paragraph 9.2 shall be made in writing not later than March 31, 2001. In the event Tenant fails to deliver a written claim to Landlord on or before such date, then Landlord shall be conclusively deemed to have satisfied its obligations under this paragraph. The covenants contained in this paragraph are subject to Paragraph 39 below of the Lease and are made specifically and exclusively for the benefit of the original Tenant and any assignee or sublessee under a Permitted Transfer pursuant to Paragraph 23.4 below. (b) Tenant and Tenant's Agents shall, at Tenant's expense, faithfully observe and comply with (1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, "LAWSLaws"), now in force or which may hereafter be in force pertaining to the Premises or Tenant's use of the Premises, the Building or the Project, including 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 except as provided in Paragraph 9(c) 9.3 below, Tenant shall not be 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; (2) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONSPrivate Restrictions") now in force or which may hereafter be in force, Landlord hereby specifically reserving the right to hereafter adopt such Private Restrictions and to impose the same on the Project or any portion thereof; provided that such Private Restrictions adopted after the date hereof shall not unreasonably impair Tenant's use of the Premises for any Permitted Use; and (3) any and all rules and regulations set forth in Exhibit C and any other rules and regulations now or hereafter promulgated by Landlord (collectively, the "Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations"). Without limiting the generality of the foregoing, Tenant hereby covenants and agrees for itself, its successors and assigns, and all persons claiming under or through it, that this Lease is made and accepted upon and subject to the extent Landlord is required by the city condition that there shall be no discrimination against, or county in which the Building is located to maintain carpooling and public transit programssegregation of, Tenant shall cooperate any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the implementation and leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall Tenant, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of those programs by and among Tenant's employeestenants, lessees, subtenants, sublessees or vendees in the premises herein leased. 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. (a) Subject to the terms and conditions of the Lease, Landlord covenants that the Base Building Improvements shall be constructed in compliance with all applicable building code requirements in effect and actively being enforced by the City of South San Francisco (the "City") on the date the building permits are issued to the Contractor therefor and substantially in accordance with the Base Building Plans and Specifications. Any claims by Tenant under this Paragraph 9.2 shall be made in writing not later than one (1) year after the Commencement Date of the Lease. In the event Tenant fails to deliver a written claim to Landlord on or before such date, then Landlord shall be conclusively deemed to have satisfied its obligations under this paragraph. The covenants contained in this paragraph are subject to Paragraph 39 below of the Lease and are made specifically and exclusively for the benefit of the original Tenant and any assignee or sublessee under a Permitted Transfer pursuant to Paragraph 23.4 below. (b) Tenant and Tenant's Agents shall, at Tenant's expense, faithfully observe and comply with (1) all municipal, state and federal laws, statutes, codes, rules, regulations, ordinances, requirements, and orders (collectively, "LAWSLaws"), now in force or which may hereafter be in force pertaining to the Premises or Tenant's use of the Premises, the Building or the Project, including 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 except as provided in Paragraph 9(c) 9.3 below, Tenant shall not be 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; (2) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONSPrivate Restrictions") now in force or which may hereafter be in force, Landlord hereby specifically reserving the right to hereafter adopt such Private Restrictions and to impose the same on the Project or any portion thereof, provided that such Private Restrictions adopted after the date hereof shall not unreasonably impair Tenant's use of the Premises for any Permitted Use; and (3) any and all rules and regulations set forth in Exhibit D and any other rules and regulations now or hereafter promulgated by Landlord (collectively, the "Rules and Regulations (as defined in Paragraph 41 of this LeaseRegulations"). Without limiting the generality of the foregoing, Tenant hereby covenants and agrees for itself, its successors and assigns, and all persons claiming under or through it, that this Lease is made and accepted upon and subject to the extent Landlord is required by the city condition that there shall be no discrimination against, or county in which the Building is located to maintain carpooling and public transit programssegregation of, Tenant shall cooperate any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the implementation and leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall Tenant, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of those programs by and among Tenant's employeestenants, lessees, subtenants, sublessees or vendees in the premises herein leased. 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. (a) Subject to the terms and conditions of the Lease, Landlord covenants that the Base Building Improvements shall be constructed in compliance with all applicable building code requirements in effect and actively being enforced by the City of South San Francisco on the date the building permits are issued to the Contractor therefor and substantially in accordance with the Base Building Plans and Specifications (as defined in EXHIBIT B hereto). Any claims by Tenant under this Paragraph 9.2 shall be made in writing not later than one (1) year after the Commencement Date of the Lease. In the event Tenant fails to deliver a written claim to Landlord on or before such date, then Landlord shall be conclusively deemed to have satisfied its obligations under this paragraph. The covenants contained in this paragraph are subject to Paragraph 39 below of the Lease and are made specifically and exclusively for the benefit of the original Tenant and any assignee or sublessee under a Permitted Transfer pursuant to Paragraph 23.4 below. (b) Tenant and Tenant's Agents shall, at Tenant's expense, faithfully observe and comply with (1) 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 Premises or Tenant's use of the Premises, the Building or the Project, 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 except as provided in Paragraph 9(c) 9.3 below, Tenant shall not be 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; (2) all recorded covenants, conditions and restrictions affecting the Project ("PRIVATE RESTRICTIONS") now in force or which may hereafter be in force, Landlord hereby specifically reserving the right to hereafter adopt such Private Restrictions and to impose the same on the Project or any portion thereof; provided that such Private Restrictions adopted after the date hereof shall not unreasonably impair Tenant's use of the Premises for any Permitted Use; and (3) any and all rules and regulations set forth in EXHIBIT E and any other rules and regulations now or hereafter promulgated by Landlord (collectively, the Rules and Regulations (as defined in Paragraph 41 of this Lease"RULES AND REGULATIONS"). Without limiting the generality of the foregoing, Tenant hereby covenants and agrees for itself, its successors and assigns, and all persons claiming under or through it, that this Lease is made and accepted upon and subject to the extent Landlord is required by the city condition that there shall be no discrimination against, or county in which the Building is located to maintain carpooling and public transit programssegregation of, Tenant shall cooperate any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the implementation and leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall Tenant, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of those programs by and among Tenant's employeestenants, lessees, subtenants, sublessees or vendees in the premises herein leased. 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.