Common use of Compliance with Governmental Regulations Clause in Contracts

Compliance with Governmental Regulations. Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been cured.

Compliance with Governmental Regulations. Landlord Lessee shall, at his sole cost and Tenant shall expense, comply with all statutes, codes, ordinances, rules, regulations and other requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies Municipal, State and Federal authorities (collectively, “Laws”) now in force, or utility suppliers which may hereafter be in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperationforce, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided pertaining to the Premises, including those provided by Contractor under and shall faithfully observe in the SLA; provideduse of the Premises all Municipal ordinances and State and Federal statutes now in force or which may hereafter be in force. The judgment of any court of competent jurisdiction, or the admission of Lessee in any action or proceeding against Lessee, whether Lessor be a party thereto or not, that such do Lessee has violated, or that the Premises are not have an adverse impact on Tenant’s operations in compliance with, any Laws in the use of the Premises, shall be conclusive of that fact as between Lessor and Lessee. In the event of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of TenantLessee’s obligations under this Lease. Tenant hereby waives paragraph 14 shall include the obligation to make, at Lessee’s sole cost, any benefits alterations or improvements to the Premises which are required by applicable Laws, provided that (a) as to such alterations or improvements which are not required by reason of Lessee’s particular use of the Premises or by reason of other alterations or improvements being undertaken by Lessee, Lessee shall only be required to pay an allocable portion of the costs of such required alterations or improvements based on the ratio of the remaining Lease term to the useful life of such alterations or improvements, and (b) Lessee shall not be required to pay any applicable existing portion of the cost of alterations or future Law, including improvements which are legally required to be made as of the provisions of California Civil Code Section 1932(1), permitting the termination date of this Lease due and as to which Lessor receives notice of such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities requirement prior to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five date thirty (530) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event the date Lessor delivers possession of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedLessee.

Compliance with Governmental Regulations. Landlord Tenant shall, at its sole cost and Tenant shall expense, comply with the requirements of all rulesLaws now in force, regulations or which may hereafter be in force, either (a) pertaining to Tenant's specific and requirements promulgated particular use of the Premises or (b) arising because of an Alteration made by nationalTenant, state or local governmental agencies or utility suppliers concerning and shall faithfully observe in the use of utility servicesthe Premises all Laws now in force or which may hereafter be in force. The judgment of any court of competent jurisdiction, including or the admission of Tenant in any rationingaction or proceeding against Tenant, limitation whether Landlord be a party thereto or other controlnot, that Tenant has violated any such ordinance or statute in Tenant's use of the Premises, shall be conclusive of that fact as between Landlord and Tenant. Landlord may voluntarily cooperate in a reasonable manner with At the efforts Commencement Date, the Premises shall conform to all requirements of covenants, conditions, restrictions and encumbrances ("CC & R's"), all governmental agencies or utility suppliers in reducing energy or other resources consumptionunderwriter's requirements, and all Laws applicable thereto. Tenant shall not be entitled required to terminate this Lease nor to construct or pay the cost of complying with any abatement CC & R's, underwriters requirements or Law requiring construction of improvements in rent by reason of the Premises which are properly capitalized under generally accepted accounting principles, unless (a) such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on is necessitated solely because of Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord 's particular and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation specific use of the HVAC system and all other utility systems provided to the PremisesPremises or (b) such compliance is necessitated because of Alternations made by Tenant. Any structural requirements or Costs necessitated by CC & R's, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact underwriters' requirements or Laws which are imposed on Tenant’s operations in the Premises. In the event of an interruption in buildings or failure or inability by Landlord or Contractor to provide any and all utilities real estate generally (as opposed to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction because of Tenant, constructive 's specific and particular use) shall be performed by Landlord and the cost of such item or otherwise, entitle improvement shall be allocated as follows: Landlord and Tenant to an abatement shall establish the useful life of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Leasethe improvement based upon generally accepted accounting principles. Tenant hereby waives any benefits shall pay a proportion of any applicable existing the actual cost equal to the cost of such improvement or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure item paid by Landlord to provide any utilities the third party contractor performing the maintenance or furnishing the replacement times a fraction, the numerator of which is the number months remaining in the initial Lease Term, and the denominator of which is the useful life of the improvement in months. Tenant shall make such payment to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five within Five (5) consecutive business days after written notice thereof is received demand by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedLandlord.

Compliance with Governmental Regulations. Landlord and Tenant The term Laws or Governmental Regulations shall mean all federal, state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant’s sole expense shall comply with all rules, regulations and requirements promulgated by national, state such Governmental Regulations applicable to the Premises or local governmental agencies or utility suppliers concerning the Tenant’s use of utility servicesthe Premises and shall make all repairs, including replacements, alterations, or improvements necessary to comply with said Governmental Regulations. The judgment of any rationingcourt 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 law, limitation regulation or other controlrequirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Landlord may voluntarily cooperate Notwithstanding anything to the contrary contained in a reasonable manner with this Section 8.C., following the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Commencement Date, Tenant shall not be entitled required to terminate this Lease nor to construct or pay the cost of complying with any abatement in rent by reason Laws, including, without limitation, the Americans with Disabilities Act, recorded documents or insurance underwriter’s requirements requiring construction of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities improvements to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease any other portion of the Project or otherwise release Tenant from any Common Areas unless such compliance is necessitated solely because of Tenant’s obligations under this Lease. particular and unique use of the Premises (as opposed to standard office use and use of the existing electronics lab as modified by the Tenant hereby waives Improvements) or any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities Alteration to the Premises hereunder, made by Tenant. Landlord’s approval of any Alteration or other than those services act by Tenant shall not be deemed to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received representation by Landlord that said Alteration or act complies with applicable Laws, and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises remain solely responsible for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedsaid compliance.

Compliance with Governmental Regulations. Landlord Lessee shall, at its sole cost and Tenant shall expense, comply with all statutes, codes, ordinances, rules, regulations and other requirements promulgated by nationalof all Municipal, state State and Federal authorities, including, without limitation, the Americans with Disabilities Act (collectively, “Laws”) now in force, or local governmental agencies which may hereafter be in force, with respect to the condition, use or utility suppliers concerning occupancy of the Premises, and shall faithfully observe in the use of utility servicesthe Premises all Laws now in force or which may hereafter be in force. The judgment of any court of competent jurisdiction, including or the admission of Lessee in any rationingaction or proceeding against Lessee, limitation whether Lessor be a party thereto or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; providednot, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in Lessee has violated, or failure or inability by Landlord or Contractor to provide any and all utilities to that the Premises are not in compliance with, any Laws, shall be conclusive of that fact as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenantbetween Lessor and Lessee. Lessee’s obligations under this Lease. Tenant hereby waives paragraph 13 shall include the obligation to make, at Lessee’s sole cost, any benefits alterations or improvements to the Premises which are required by applicable Laws, provided that (a) as to such alterations or improvements which are not required by reason of Lessee’s particular use of the Premises or by reason of other alterations or improvements being undertaken by Lessee, Lessee shall only be required to pay an allocable portion of the costs of such required alterations or improvements based on the ratio of the remaining Lease term to the useful life of such alterations or improvements, and (b) Lessee shall not be required to pay any applicable existing portion of the cost of alterations or future Law, including improvements which are legally required to be made as of the provisions of California Civil Code Section 1932(1), permitting the termination date of this Lease due and as to which Lessor receives notice of such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities requirement prior to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five date thirty (530) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedCommencement Date.

Compliance with Governmental Regulations. Landlord Tenant shall, at Tenant’s expense, faithfully observe and Tenant shall comply with all local, state and federal statutes, rules, regulations regulations, ordinances, requirements, and requirements promulgated by nationalorders, state now in force or local governmental agencies which may hereafter be in force pertaining to the Premises or utility suppliers concerning the Tenant’s use of utility servicesthereof, including without limitation, any rationingstatutes, limitation rules, regulations, ordinances, requirements, or other control. Landlord orders requiring installation of fire sprinkler systems or removal of asbestos placed on the Premises by Tenant, whether substantial in cost or otherwise, and all recorded covenants, conditions and restrictions affecting the Property (collectively, “Private Restrictions”) now in force or which may voluntarily cooperate hereafter be in a reasonable manner with force; provided that no such future Private Restrictions shall materially affect Tenant’s use and enjoyment of the efforts of all governmental agencies Premises or utility suppliers in reducing energy or other resources consumption. Property for the Intended Use and provided, that Tenant shall not be entitled required to terminate this Lease nor to make any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities structural changes to the Premises or the Building not otherwise contemplated to be made by Tenant in connection with its Intended Use of the Premises unless the requirement for such changes is imposed solely as contemplated hereunder a result of any improvements or under additions made or proposed to be made at Tenant’s request. The final unappealable judgment of any court of competent jurisdiction, or the SLAadmission of Tenant in any action or proceeding against Tenant, for any reason (whether Landlord be a “Service Failure”), such Service Failure shall party thereto or not, regardless that Tenant has violated any such rule, regulation, ordinance, statute or Private Restriction, shall be conclusive of its duration, impose upon that fact as between Landlord any liability whatsoever, constitute an eviction of and Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth . Landlord represents that there are no Private Restrictions currently in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities effect with respect to the Premises hereunderthat limit, other than those services to be provided by Contractor under the SLArestrict, Landlord shall take commercially reasonable steps to restore the interrupted utilities impair or services as soon as practicable upon written notice thereof from otherwise adversely affect Tenant. Notwithstanding the foregoing, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord ’s use and such failure is not caused by an event enjoyment of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for the Intended Use or otherwise preclude, restrict or limit Tenant’s normal purposes, with such abatement ability to begin on construct and install any of the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedTenant Improvements.

Compliance with Governmental Regulations. Landlord (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all municipal, state, federal and other applicable governmental authorities arising as a result of the Tenant's particular use of the Premises; provided, however, that the Tenant shall have no obligation to make any additions, alterations or improvements to the Premises required by such governmental authorities if the cost of such additions, alterations or improvements exceeds $25,000.00 or if less than two years remain in the term hereof. (b) Except as provided in subparagraph (c) below, the Landlord shall, at its sole cost and expense, comply with all rulesother lawful requirements of all municipal, regulations and requirements promulgated by nationalstate, state federal or local other applicable governmental agencies authorities arising as a result of or utility suppliers concerning in connection with the use and occupancy of utility servicesthe Premises and the Common Areas or the failure of the Landlord's Work to comply with such requirements. (c) As used in this subparagraph, including any rationingthe Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, limitation or other control42 U.S.C. e1201, et. seq., and all implementing regulations. The Landlord may voluntarily cooperate in a reasonable manner and the Tenant intend to comply with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled ADA and the parties hereby agree to terminate this Lease nor to any abatement in rent by reason of allocate responsibility for such compliance or cooperationas follows: (i) Except as provided in subsection (ii) below, provided that any such voluntary compliance or cooperation does not the Landlord shall have a material adverse impact on Tenant’s operations responsibility to comply with the requirements of the ADA in all Common Areas and in the Premises. Such compliance responsibility shall include, but shall not be limited to, the obligation to remove architectural and communication barriers in the Common Areas and the Premises where such removal is readily achievable. (ii) Except as provided in subsection (i) above, the Tenant agrees at all times shall have responsibility to cooperate fully comply with Landlord and Contractor and to abide by all reasonable rules, regulations and the requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided ADA in the Premises to the extent that such requirements require the Tenant to make interior nonstructural changes or improvements to the Premises. Such responsibility shall include, including those provided but shall not be limited to, the obligation to remove architectural and communication barriers in the Premises created by Contractor the Tenant's trade fixtures and leasehold improvements made by the Tenant where such removal is readily achievable. (iii) If building alterations are commenced by Landlord and involve the Common Areas, it shall be the Landlord's responsibility to comply with the standards of accessibility required under the SLA; providedADA and its implementing regulations. (iv) Except as provided in subsection (v) below, that such do not have an adverse impact on Tenant’s operations in if building alterations are commenced by Tenant and involve the Premises. , it shall be the Tenant's responsibility to comply with the standards of accessibility required under the ADA and its implementing regulations. (v) In the event the Landlord and the Tenant shall agree as part of an interruption in or failure or inability by Landlord or Contractor to provide any the terms and all utilities to conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises as contemplated hereunder or under any part thereof, it shall be the SLA, Landlord's responsibility to comply with the standards of accessibility for any reason such new construction. (a “Service Failure”), such Service Failure vi) Each party shall not, regardless be responsible for the ADA compliance of its durationown standards, impose upon Landlord any liability whatsoevercriteria, constitute an eviction of Tenantadministrative methods, constructive or otherwiseeligibility criteria, entitle policies, practices and procedures. (vii) The Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including shall be responsible for the provisions of California Civil Code Section 1932(1)any "auxiliary aids and services," as such term is defined and used in the ADA, permitting the termination of this Lease due to such interruptionits customers, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoingclients and patrons, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent required in connection with the operation of its business or occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or the Tenant can demonstrate that barrier removal is not readily achievable in an area in which either party has responsibility for ADA compliance, the party responsible for compliance, as herein provided, shall make use of alternatives to which the failure prevents Tenant from using the Premises for Tenant’s normal purposesbarrier removal, with if such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedalternatives are readily achievable.

Compliance with Governmental Regulations. Landlord Lessee shall, at his sole cost and Tenant shall expense, comply with all statutes, codes, ordinances, rules, regulations and other requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies Municipal, State and Federal authorities (collectively, “Laws") now in force, or utility suppliers which may hereafter be in reducing energy or other resources consumptionforce. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided pertaining to the Premises, including those provided by Contractor under and shall faithfully observe in the SLA; provideduse of the Premises all Municipal ordinances and State and Federal statutes now in force or which may hereafter be in force. The judgment of any court of competent jurisdiction, or the admission of Lessee in any action or proceeding against Lessee, whether Lessor be a party thereto or not, that such do Lessee has violated, or that the Premises are not have an adverse impact on Tenant’s operations in compliance with, any Laws in the use of the Premises, shall be conclusive of that fact as between Lessor and Lessee. In Lessee's obligations under this paragraph 14 shall include the event of an interruption in obligation to make, at Lessee's sole cost, any alterations or failure or inability by Landlord or Contractor to provide any and all utilities improvements to the Premises which are required by applicable Laws, provided that (a) as contemplated hereunder to such alterations or under improvements which are not required by reason of Lessee's particular use of the SLAPremises or by reason of other alterations or improvements being undertaken by Lessee, for Lessee shall only be required to pay an allocable portion of the costs of such required alterations or improvements based on the ratio of the remaining Lease term to the useful life of such alterations or improvements, and (b) Lessee shall not be required to pay any reason (a “Service Failure”), such Service Failure shall not, regardless portion of its duration, impose upon Landlord any liability whatsoever, constitute an eviction the cost of Tenant, constructive alterations or otherwise, entitle Tenant improvements which are legally required to an abatement be made as of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination date of this Lease due and as to which Lessor receives notice of such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities requirement prior to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five date thirty (530) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event the date Lessor delivers possession of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedLessee.

Compliance with Governmental Regulations. Landlord (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all municipal, state, federal and other applicable governmental authorities arising as a result of the Tenant's particular use of the Premises; provided, however, that the Tenant shall have no obligation to make any additions, alterations or improvements to the Premises required by such governmental authorities if the cost of such additions, alterations or improvements exceeds Ten Thousand Dollars ($10,000.00) or if less than two years remain in the term hereof. (b) Except as provided in subparagraph (c) below, the Landlord shall, at its sole cost and expense, comply with all rulesother lawful requirements of all municipal, regulations and requirements promulgated by nationalstate, state federal or local other applicable governmental agencies authorities arising as a result of or utility suppliers concerning in connection with the use and occupancy of utility servicesthe Premises and the Common Areas or the failure of the Landlord's Work to comply with such requirements. (c) As used in this subparagraph, including any rationingthe Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, limitation or other control42 U.S.C. Section 1201, et. seq., and all implementing regulations. The Landlord may voluntarily cooperate in a reasonable manner and the Tenant intend to comply with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled ADA and the parties hereby agree to terminate this Lease nor to any abatement in rent by reason of allocate responsibility for such compliance or cooperationas follows: (i) Except as provided in subsection (ii) below, provided that any such voluntary compliance or cooperation does not the Landlord shall have a material adverse impact on Tenant’s operations responsibility to comply with the requirements of the ADA in all Common Areas and in the Premises. Such compliance responsibility shall include, but shall not be limited to, the obligation to remove architectural and communication barriers in the Common Areas and the Premises where such removal is readily achievable. (ii) Except as provided in subsection (i) above, the Tenant agrees at all times shall have responsibility to cooperate fully comply with Landlord and Contractor and to abide by all reasonable rules, regulations and the requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided ADA in the Premises to the extent that such requirements require the Tenant to make interior nonstructural changes or improvements to the Premises. Such responsibility shall include, including those provided but shall not be limited to, the obligation to remove architectural and communication barriers in the Premises created by Contractor the Tenant's trade fixtures and leasehold improvements made by the Tenant where such removal is readily achievable. (iii) If building alterations are commenced by Landlord and involve the Common Areas, it shall be the Landlord's responsibility to comply with the standards of accessibility required under the SLA; providedADA and its implementing regulations. (iv) Except as provided in subsection (v) below, that such do not have an adverse impact on Tenant’s operations in if building alterations are commenced by Tenant and involve the Premises. , it shall be the Tenant's responsibility to comply with the standards of accessibility required under the ADA and its implementing regulations. (v) In the event the Landlord and the Tenant shall agree as part of an interruption in or failure or inability by Landlord or Contractor to provide any the terms and all utilities to conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises as contemplated hereunder or under any part thereof, it shall be the SLA, Landlord's responsibility to comply with the standards of accessibility for any reason such new construction. (a “Service Failure”), such Service Failure vi) Each party shall not, regardless be responsible for the ADA compliance of its durationown standards, impose upon Landlord any liability whatsoevercriteria, constitute an eviction of Tenantadministrative methods, constructive or otherwiseeligibility criteria, entitle policies, practices and procedures. (vii) The Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including shall be responsible for the provisions of California Civil Code Section 1932(1)any "auxiliary aids and services," as such term is defined and used in the ADA, permitting the termination of this Lease due to such interruptionits customers, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoingclients and patrons, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent required in connection with the operation of its business or occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or the Tenant can demonstrate that barrier removal is not readily achievable in an area in which either party has responsibility for ADA compliance, the party responsible for compliance, as herein provided, shall make use of alternatives to which the failure prevents Tenant from using the Premises for Tenant’s normal purposesbarrier removal, with if such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedalternatives are readily achievable.

Compliance with Governmental Regulations. Tenant shall, at its sole cost and expense, comply with all laws, regulations and other requirements of all Municipal, County, State and Federal authorities now in force, or which may hereafter be in force, pertaining to the said Premises, and shall faithfully observe in the use of the Premises all Municipal County, State and Federal laws, regulations and other requirements now in force or which may hereafter be in force. 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 law, regulations or other requirement in the use of the Premises, shall be conclusive of that fact as between Landlord and Tenant. The cost of any structural repairs or alterations or capital improvements to the Premises or the fire proofing system serving the Premises which may be required by law (whether presently existing or hereinafter enacted), insurance regulations or otherwise, which are not required solely because of Tenant's negligence or Xxxxxx's particular use of the Premises (not just due to Tenant's use of the Premises for general office use) shall be amortized over the useful life of such improvement. Tenant shall reimburse Landlord each remaining lease year thereafter for the amortized amount applicable to that year. Landlord hereby warrants, represents and covenants that upon Landlord's tender of possession of the Premises to Tenant, the Premises and the use of the Premises for general office purposes shall comply with all applicable governmental laws, rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility servicesordinances, including any rationingwithout limitation all applicable fire and building codes (provided that Tenant's Work, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner if any, complies with all such rules, regulations, ordinances and codes); all air quality standards established by law; all covenants, conditions, restrictions and easements affecting the efforts Premises; and the requirements of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in leases for space within the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedProject.

Compliance with Governmental Regulations. Landlord and Subject to the ---------------------------------------- provisions of Exhibit B, Tenant shall shall, at its cost, comply with all present and --------- future regulations, rules, regulations laws, ordinances, and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies authorities, including, without limitation state, municipal, county and federal governments and their departments, bureaus, boards and officials (collectively, "Laws"), arising from Tenant's use or utility suppliers in reducing energy or other resources consumption. occupancy of the Premises; provided, however, that Tenant shall not be entitled required to terminate this Lease nor make any alterations or improvements to the Premises that are required to comply with any abatement in rent Laws unless such alterations or improvements are required by reason Laws applicable to the Premises and effective after the Commencement Date, and provided further that Tenant shall not be required to make any capital or structural improvements to the Premises unless such compliance is necessitated solely as a result of Tenant's particular use of the Premises or any Alterations to the Premises made by Tenant. If any capital or structural improvements to the Premises are required to comply with any Laws applicable to the Premises and effective after the Commencement Date and such improvements are not required solely as a result of Tenant's particular use of the Premises or any Alterations to the Premises made by Tenant, then such improvements shall be made by Landlord and the cost of such compliance or cooperationimprovements shall be allocated between Landlord and Tenant as follows. The cost of such improvements shall be fully amortized on a straight-line basis over the useful life of such improvements and Tenant shall pay to Landlord, provided that any within thirty (30) days after receipt of a description of the improvements to be completed and an itemized invoice for the cost of designing, constructing and/or installing such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations improvements in the Premises, the amortized portion of such cost that is allocable to the then remaining Term of this Lease. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rulesFor instance, regulations and requirements which Landlord or Contractor may prescribe in order to maximize if the efficient operation useful life of the HVAC system improvements is ten (10) years and, at the time the improvements are completed there are three (3) years remaining in the Term, then Tenant would pay to Landlord three-tenths (3/10ths) of the cost of such improvements and all other utility systems Landlord would pay the balance. If, however, the Term of this Lease is extended as provided in Paragraph 39, then Tenant shall pay to Landlord the amortized portion of the cost that is allocable to such extended Term. If this Lease is terminated prior to the Premises, including those provided by Contractor under expiration of the SLA; provided, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in Term or failure or inability by Landlord or Contractor to provide any and all utilities to the Premises as contemplated hereunder or under the SLAextended Term, for any reason (other than a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of default by Tenant, constructive or otherwise, entitle then Landlord shall reimburse Tenant to an abatement that portion of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any the amortized cost of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities improvements that is allocable to the Premises hereunderperiod from the date of termination until the expiration date of the Term or the extended Term, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedapplicable.

Compliance with Governmental Regulations. Landlord and Tenant LESSEE shall comply with all rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times use its best efforts to cooperate fully conduct its mining operations in a good and workmanlike manner in accordance with Landlord the terms and Contractor conditions herein provided and to abide by all reasonable rulesin further compliance with applicable State, Federal and local laws, rules and regulations and requirements which Landlord or Contractor may prescribe in order to maximize without limiting the efficient operation generality of the HVAC system foregoing, the parties specifically agree as follows: (a) LESSEE covenants that it will comply with the workmen's compensation laws of the State, and that it will promptly pay any awards, contributions, taxes, or assessments in connection with said law or in connection with present or future social security laws of like or different character of State and Federal governments which might or could become a lien upon any of the rights of LESSEE hereunder or upon any of the property of LESSEE located upon the premises herein described. (b) LESSEE agrees that it will at its expense obtain and file all other utility systems provided to necessary mining permits for the Premisesstrip mining of coal, including those provided by Contractor under the SLA; providedand that during such strip mining operations, it will at its expense supply all necessary mining equipment and further that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in or failure or inability by Landlord or Contractor to provide LESSEE will at its expense obtain any and all utilities consents or other rights required from the owners of the surface. (c) If the LESSEE shall engage in strip mining or auger mining (and any auger mining is subject to the Premises other provisions of this Lease), it shall at all times maintain portal areas in its mining operation of sufficient size to permit or allow underground mining in compliance with the laws and regulations of the State of Kentucky or any other lawful body. It is likewise agreed that the LESSEE shall provide and maintain drainage at all points where the spoil banks may break water courses or natural drainage, and the LESSEE shall endeavor to prevent the accumulations of large bodies of water in the worked over areas so as contemplated hereunder to maintain access to any unmined coal so that the same may be mined at a later date. Roads on the leased premises constructed by the LESSEE shall be left, subject to approval of regulatory agencies, in a useable condition upon the termination of this Lease, but only if the leaving of said roads does not cost LESSEE additional money and/or does not delay LESSEE from obtaining a release from its reclamation bonds which have been posted. (d) LESSEE hereby covenants and agrees to use its best efforts not to do or omit to do any act in mining said coal under the SLAterms of this Lease which will violate any Federal or State law or regulation now or hereafter in force relating to air or water pollution control, Health, or safety and related subjects. During the term of or upon termination of this Lease for any reason (a “Service Failure”)reason, such Service Failure shall not, regardless of its duration, LESSEE agrees to remove from the premises or otherwise xxxxx any condition which may impose upon Landlord LESSOR any liability whatsoeverto any person or public authority, constitute an eviction and this covenant of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting indemnity shall survive the termination of this Lease due as to such interruption, failure or inabilityliability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues LESSOR's remedies for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, to comply with such abatement any portion of this provision (3) are limited to begin on the sixth (6th) business day after written notice to Landlord this covenant of such occurrence and continuing until such failure has been curedindemnity.

Compliance with Governmental Regulations. (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all municipal, state, federal and other applicable governmental authorities arising as a result of the Tenant's particular use of the Premises. (b) Except as provided in subparagraph (c) below, the Landlord shall, at its sole cost and Tenant shall expense, comply with all rulesother lawful requirements of all municipal, regulations and requirements promulgated by nationalstate, state federal or local other applicable governmental agencies authorities arising as a result of or utility suppliers concerning in connection with the use and occupancy of utility servicesthe Premises and the Common Areas or the failure of the Landlord's Work to comply with such requirements. (c) As used in this subparagraph, including any rationingthe Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, limitation or other control42 U.S.C. e1201, et. seq., and all implementing regulations. The Landlord may voluntarily cooperate in a reasonable manner and the Tenant intend to comply with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled ADA and the parties hereby agree to terminate this Lease nor to any abatement in rent by reason of allocate responsibility for such compliance or cooperationas follows: (i) Except as provided in subsection (ii) below, provided that any such voluntary compliance or cooperation does not the Landlord shall have a material adverse impact on Tenant’s operations responsibility to comply with the requirements of the ADA in all Common Areas and in the Premises. Such compliance responsibility shall include, but shall not be limited to, the obligation to remove architectural and communication barriers in the Common Areas and the Premises where such removal is readily achievable. (ii) Except as provided in subsection (i) above, the Tenant agrees at all times shall have responsibility to cooperate fully comply with Landlord and Contractor and to abide by all reasonable rules, regulations and the requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided ADA in the Premises to the extent that such requirements require the Tenant to make interior nonstructural changes or improvements to the Premises. Such responsibility shall include, including those provided but shall not be limited to, the obligation to remove architectural and communication barriers in the Premises created by Contractor the Tenant's trade fixtures and leasehold improvements made by the Tenant where such removal is readily achievable. (iii) If building alterations are commenced by Landlord and involve the Common Areas, it shall be the Landlord's responsibility to comply with the standards of accessibility required under the SLA; providedADA and its implementing regulations. (iv) Except as provided in subsection (v) below, that such do not have an adverse impact on Tenant’s operations in if building alterations are commenced by Tenant and involve the Premises. , it shall be the Tenant's responsibility to comply with the standards of accessibility required under the ADA and its implementing regulations. (v) In the event the Landlord and the Tenant shall agree as part of an interruption in or failure or inability by Landlord or Contractor to provide any the terms and all utilities to conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises as contemplated hereunder or under any part thereof, it shall be the SLA, Landlord's responsibility to comply with the standards of accessibility for any reason such new construction. (a “Service Failure”), such Service Failure vi) Each party shall not, regardless be responsible for the ADA compliance of its durationown standards, impose upon Landlord any liability whatsoevercriteria, constitute an eviction of Tenantadministrative methods, constructive or otherwiseeligibility criteria, entitle policies, practices and procedures. (vii) The Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including shall be responsible for the provisions of California Civil Code Section 1932(1)any "auxiliary aids and services," as such term is defined and used in the ADA, permitting the termination of this Lease due to such interruptionits customers, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoingclients and patrons, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent required in connection with the operation of its business or occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or the Tenant can demonstrate that barrier removal is not readily achievable in an area in which either party has responsibility for ADA compliance, the party responsible for compliance, as herein provided, shall make use of alternatives to which the failure prevents Tenant from using the Premises for Tenant’s normal purposesbarrier removal, with if such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedalternatives are readily achievable.

Compliance with Governmental Regulations. Landlord Tenant shall, at Tenant’s expense, faithfully observe and Tenant shall comply with all municipal, state and federal statutes, rules, regulations regulations, ordinances, requirements, and requirements promulgated by nationalorders (collectively, state the “Legal Requirements”), now in force or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord which may voluntarily cooperate hereafter be in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities force pertaining to the Premises as contemplated hereunder or under Tenant’s use thereof, including without limitation, any Legal Requirements pertaining to the SLA, for installation of fire sprinkler systems or the removal of any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of asbestos placed on the Premises by Tenant, constructive whether substantial in cost or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if Tenant shall not be required to make any structural changes to the Premises or Building unless the requirement for such changes is imposed as a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission result of Tenant, its agents, employees ’s specific use of the Premises or contractorsany improvements or additions to the Premises that are made or proposed to be made at Tenant’s request. Tenant shall also comply with all recorded covenants, conditions and restrictions affecting the Property (“Private Restrictions”) which are now or may hereafter be entitled in force; provided that Landlord shall not create or consent to an abatement any future Private Restrictions that would materially affect Tenant’s use and enjoyment of Base Rent the Premises or the Property. Landlord represents and Additional Rent in proportion warrants that, to the extent to best of its knowledge, there are no Private Restrictions recorded against the Property as of the date of this Lease which the failure prevents Tenant from using would materially affect Tenant’s use and enjoyment of the Premises for or the Property. If Landlord becomes aware of any proposed Private Restrictions which could impact Tenant’s normal purposesuse of the Premises and/or the Property for the purposes permitted under this Lease, Landlord shall so notify Tenant in writing and shall deliver to Tenant copies of the proposed Private Restriction. 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 rule, regulation, ordinance, statute or Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant. Notwithstanding the foregoing to the contrary, Tenant shall have no liability or responsibility (legally, financially or otherwise) for or with respect to any violations of, or non-compliance with, any Legal Requirements with respect to the Premises or the Property or any Private Restrictions if such abatement to begin on violations or non-compliance exist as of the sixth (6th) business day after written notice to Landlord Commencement Date of this Lease, or if such occurrence and continuing until such failure has been curedviolations or non-compliance were caused by some party other than Tenant or Tenant’s Agents or invitees.

Compliance with Governmental Regulations. Landlord 17 (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all municipal, state, federal and other applicable governmental authorities arising as a result of the Tenant's particular use of the Premises; provided, however, that the Tenant shall have no obligation to make any additions, alterations or improvements to the Premises required by such governmental authorities if the cost of such additions, alterations or improvements exceeds Ten Thousand Dollars ($10,000.00) or if less than two years remain in the term hereof. (b) Except as provided in subparagraph (c) below, the Landlord shall, at its sole cost and expense, comply with all rulesother lawful requirements of all municipal, regulations and requirements promulgated by nationalstate, state federal or local other applicable governmental agencies authorities arising as a result of or utility suppliers concerning in connection with the use and occupancy of utility servicesthe Premises and the Common Areas or the failure of the Landlord's Work to comply with such requirements. (c) As used in this subparagraph, including any rationingthe Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, limitation or other control42 U.S.C. ss.1201, et. seq., and all implementing regulations. The Landlord may voluntarily cooperate in a reasonable manner and the Tenant intend to comply with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled ADA and the parties hereby agree to terminate this Lease nor to any abatement in rent by reason of allocate responsibility for such compliance or cooperationas follows: (i) Except as provided in subsection (ii) below, provided that any such voluntary compliance or cooperation does not the Landlord shall have a material adverse impact on Tenant’s operations responsibility to comply with the requirements of the ADA in all Common Areas and in the Premises. Such compliance responsibility shall include, but shall not be limited to, the obligation to remove architectural and communication barriers in the Common Areas and the Premises where such removal is readily achievable. (ii) Except as provided in subsection (i) above, the Tenant agrees at all times shall have responsibility to cooperate fully comply with Landlord and Contractor and to abide by all reasonable rules, regulations and the requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided ADA in the Premises to the extent that such requirements require the Tenant to make interior non-structural changes or improvements to the Premises. Such responsibility shall include, including those provided but shall not be limited to, the obligation to remove architectural and communication barriers in the Premises created by Contractor the Tenant's trade fixtures and leasehold improvements made by the Tenant where such removal is readily achievable. (iii) If building alterations are commenced by Landlord and involve the Common Areas, it shall be the Landlord's responsibility to comply with the standards of accessibility required under the SLA; providedADA and its implementing regulations. (iv) Except as provided in subsection (v) below, that such do not have an adverse impact on Tenant’s operations in if building alterations are commenced by Tenant and involve the Premises. , it shall be the Tenant's responsibility to comply with the standards of accessibility required under the ADA and its implementing regulations. (v) In the event the Landlord and the Tenant shall agree as part of an interruption in or failure or inability by Landlord or Contractor to provide any the terms and all utilities to conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises as contemplated hereunder or under any part thereof, it shall be the SLA, Landlord's responsibility to comply with the standards of accessibility for any reason such new construction. (a “Service Failure”), such Service Failure vi) Each party shall not, regardless be responsible for the ADA compliance of its durationown standards, impose upon Landlord any liability whatsoevercriteria, constitute an eviction of Tenantadministrative methods, constructive or otherwiseeligibility criteria, entitle policies, practices and procedures. (vii) The Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including shall be responsible for the provisions of California Civil Code Section 1932(1)any "auxiliary aids and services," as such term is defined and used in the ADA, permitting the termination of this Lease due to such interruptionits customers, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoingclients and patrons, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent required in connection with the operation of its business or occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or the Tenant can demonstrate that barrier removal is not readily achievable in an area in which either party has responsibility for ADA compliance, the party responsible for compliance, as herein provided, shall make use of alternatives to which the failure prevents Tenant from using the Premises for Tenant’s normal purposesbarrier removal, with if such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedalternatives are readily achievable.

Compliance with Governmental Regulations. Landlord Lessee shall, at its sole cost and Tenant shall expense, comply with all statutes, codes, ordinances, rules, regulations and other requirements promulgated by nationalof all Municipal, state State and Federal authorities (collectively, “Laws”) now in force, or local governmental agencies which may hereafter be in force, with respect to the condition, use or utility suppliers concerning occupancy of the Premises, and shall faithfully observe in the use of utility servicesthe Premises all Laws now in force or which may hereafter be in force. The judgment of any court of competent jurisdiction, including or the admission of Lessee in any rationingaction or proceeding against Lessee, limitation whether Lessor be a party thereto or other control. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided to the Premises, including those provided by Contractor under the SLA; providednot, that such do not have an adverse impact on Tenant’s operations in the Premises. In the event of an interruption in Lessee has violated, or failure or inability by Landlord or Contractor to provide any and all utilities to that the Premises are not in compliance with, any Laws, shall be conclusive of that fact as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenantbetween Lessor and Lessee. Lessee’s obligations under this Lease. Tenant hereby waives paragraph 14 shall include the obligation to make, at Lessee’s sole cost, any benefits alterations or improvements to the Premises which are required by applicable Laws, provided that (a) as to such alterations or improvements which are not required by reason of Lessee’s particular use of the Premises or by reason of other alterations or improvements being undertaken by Lessee, Lessor shall pay for such improvements or alterations and Lessee shall only be required to reimburse Lessor an allocable portion of the costs of such required alterations or improvements based on the ratio of the remaining Lease term to the useful life of such alterations or improvements, and (b) Lessee shall not be required to pay any applicable existing portion of the cost of alterations or future Law, including improvements which are legally required to be made as of the provisions of California Civil Code Section 1932(1), permitting the termination date of this Lease due and as to which Lessor receives notice of such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities requirement prior to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five date sixty (560) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedCommencement Date.

Compliance with Governmental Regulations. Landlord and Tenant The term Laws or Governmental Regulations shall mean all federal, state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Except as expressly provided in Section 6.A above, Tenant, at Tenant’s sole expense shall comply with all rules, regulations and requirements promulgated by national, state such Governmental Regulations applicable to the Premises or local governmental agencies or utility suppliers concerning the Tenant’s use of utility servicesthe Premises and shall make all repairs, including replacements, alterations, or improvements necessary to comply with said Governmental Regulations. The judgment of any rationingcourt 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 law, limitation regulation or other controlrequirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s operations in obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises. Tenant agrees at all times to cooperate fully with Landlord Premises and Contractor making structural and to abide by all reasonable rules, regulations nonstructural alterations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided additions to the Premises, including those provided by Contractor under Building and Common Area in compliance and conformity with all Laws and recorded documents to the SLA; provided, that such do not have an adverse impact on extent required because of Tenant’s operations in the Premises. In the event particular use of an interruption in or failure or inability by Landlord or Contractor to provide any and all utilities to the Premises as contemplated hereunder or under any work or Alteration made by or on behalf of Tenant during the SLA, for Lease Term or any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any breach of Tenant’s obligations under this Lease. Tenant hereby waives The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any benefits similar Laws, as they may be amended from time to time. Landlord’s approval of any applicable existing Alteration or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due other act by Tenant shall not be deemed to such interruption, failure or inability. In the case of any failure be a representation by Landlord to provide any utilities to the Premises hereunderthat said Alteration or act complies with applicable Laws, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises remain solely responsible for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedsaid compliance.

Compliance with Governmental Regulations. Landlord Tenant shall, at its sole cost and Tenant shall expense, comply with the requirements of all rulesLaws now in force, regulations or which may hereafter be in force, either (a) pertaining to Tenant's specific and requirements promulgated particular use of the Premises or (b) arising because of an Alteration made by nationalTenant, state or local governmental agencies or utility suppliers concerning and shall faithfully observe in the use of utility servicesthe Premises all Laws now in force or which may hereafter be in force. The judgement of any court of competent jurisdiction, including or the admission of Tenant in any rationingaction or proceeding against Tenant, limitation whether Landlord be a party thereto or other controlnot, that Tenant has violated any such ordinance or statute in Tenant's use of the Premises, shall be conclusive of that fact as between Landlord and Tenant. Landlord may voluntarily cooperate in a reasonable manner with At the efforts Commencement Date, the Premises shall conform to all requirements of covenants, conditions, restrictions and encumbrances ("CC & R's), all governmental agencies or utility suppliers in reducing energy or other resources consumptionunderwriter's requirements, and all Laws applicable thereto. Tenant shall not be entitled required to terminate this Lease nor to construct or pay the cost of complying with any abatement CC & R' s, underwriters requirements or Law requiring construction of improvements in rent by reason of the Premises unless (a) such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on is necessitated solely because of Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord 's particular and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation specific use of the HVAC system and all other utility systems provided to the PremisesPremises or (b) such compliance is necessitated because of Alternations made by Tenant. Any structural requirements or Costs necessitated by CC & R' s, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact underwriters' requirements or Laws which are imposed on Tenant’s operations in the Premises. In the event of an interruption in buildings or failure or inability by Landlord or Contractor to provide any and all utilities real estate generally (as opposed to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction because of Tenant, constructive 's specific and particular use) shall be performed by Landlord and the cost of such item or otherwise, entitle improvement shall be allocated as follows: Landlord and Tenant to an abatement shall establish the useful life of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Leasethe improvement based upon generally accepted accounting principles. Tenant hereby waives any benefits shall pay a proportion of any applicable existing the actual cost equal to the cost of such improvement or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure item paid by Landlord to provide any utilities the third party contractor performing the maintenance or furnishing the replacement times a fraction, the numerator of which is the number months remaining in the initial Lease Term, and the denominator of which is the useful life of the improvement in months. Tenant shall make such payment to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for five within Five (5) consecutive business days after written notice thereof is received demand by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedLandlord.

Compliance with Governmental Regulations. Landlord Tenant shall, at its sole cost and Tenant shall expense, comply with the requirements of all rulesLaws now in force, regulations or which may hereafter be in force, either (i) pertaining to Tenant's specific and requirements promulgated particular use of the Premises or (ii) arising because of an Alteration made by nationalTenant, state or local governmental agencies or utility suppliers concerning and shall faithfully observe in the use of utility servicesthe Premises all Laws now in force or which may hereafter be in force. The judgment of any court of competent jurisdiction, including or the admission of Tenant in any rationingaction or proceeding against Tenant, limitation whether landlord be a party thereto or other controlnot, that Xxxxxx has violated any such ordinance or statute in Tenant's use of the Premises, shall be conclusive of that fact as between Landlord and Tenant. Landlord may voluntarily cooperate in a reasonable manner with At the efforts Commencement Date, the Premises shall conform to all requirements of covenants, conditions, restrictions and encumbrances ("CC&Rs"), all governmental agencies or utility suppliers in reducing energy or other resources consumptionunderwriters' requirements, and all Laws applicable thereto. Tenant shall not be entitled required to terminate this Lease nor to construct or pay the cost of complying with any abatement CC&Rs, underwriters' requirements or Laws requiring construction of improvements in rent by reason of the Premises which are properly capitalized under generally accepted accounting principles, unless (i) such compliance or cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on is necessitated solely because of Tenant’s operations in the Premises. Tenant agrees at all times to cooperate fully with Landlord 's particular and Contractor and to abide by all reasonable rules, regulations and requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation specific use of the HVAC system and all other utility systems provided to the PremisesPremises or (ii) such compliance is necessitated because of Alterations made by Tenant. Any structural requirements or Costs necessitated by CC&R's, including those provided by Contractor under the SLA; provided, that such do not have an adverse impact underwriters' requirements or Laws which are imposed on Tenant’s operations in the Premises. In the event of an interruption in buildings or failure or inability by Landlord or Contractor to provide any and all utilities real estate generally (as opposed to the Premises as contemplated hereunder or under the SLA, for any reason (a “Service Failure”), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction because of Tenant, constructive 's specific and particular use) shall be performed by Landlord and the cost of such item or otherwise, entitle Tenant to an abatement improvement shal1 be allocated as follows: Landlord and Xxxxxx shall establish the useful life of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Leasethe improvement based upon generally accepted accounting principles. Tenant hereby waives any benefits shall pay a proportion of any applicable existing or future Law, including the provisions of California Civil Code Section 1932(1), permitting the termination of this Lease due to such interruption, failure or inability. In the case of any failure by Landlord to provide any utilities actual cost equal to the Premises hereundercost of such improvement or item paid by Xxxxxxxx to the third party contractor performing the maintenance or furnishing the replacement times a fraction, other than those services the numerator of which is the number of months remaining in the initial Lease Term, and the denominator of which is the useful life of the improvement in months. Tenant shall make such payment to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoing, if a Service Failure continues for within five (5) consecutive business days after written notice thereof is received demand by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent to which the failure prevents Tenant from using the Premises for Tenant’s normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedLandlord.

Compliance with Governmental Regulations. Landlord (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all municipal, state, federal and other applicable governmental authorities arising as a result of the Tenant's particular use of the Premises; provided, however, that the Tenant shall have no obligation to make any additions, alterations or improvements to the Premises required by such governmental authorities if the cost of such additions, alterations or improvements exceeds $50,000.00 or if less than two years remain in the term hereof. (b) Except as provided in subparagraph (c) below, the Landlord shall, at its sole cost and expense, comply with all rulesother lawful requirements of all municipal, regulations and requirements promulgated by nationalstate, state federal or local other applicable governmental agencies authorities arising as a result of or utility suppliers concerning in connection with the use and occupancy of utility servicesthe Premises and the Common Areas or the failure of the Landlord's Work to comply with such requirements. (c) As used in this subparagraph, including any rationingthe Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, limitation or other control42 U.S.C. e1201, et. seq., and all implementing regulations. The Landlord may voluntarily cooperate in a reasonable manner and the Tenant intend to comply with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled ADA and the parties hereby agree to terminate this Lease nor to any abatement in rent by reason of allocate responsibility for such compliance or cooperationas follows: (i) Except as provided in subsection (ii) below, provided that any such voluntary compliance or cooperation does not the Landlord shall have a material adverse impact on Tenant’s operations responsibility to comply with the requirements of the ADA in all Common Areas and in the Premises. Such compliance responsibility shall include, but shall not be limited to, the obligation to remove architectural and communication barriers in the Common Areas and the Premises where such removal is readily achievable. (ii) Except as provided in subsection (i) above, the Tenant agrees at all times shall have responsibility to cooperate fully comply with Landlord and Contractor and to abide by all reasonable rules, regulations and the requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided ADA in the Premises to the extent that such requirements require the Tenant to make interior nonstructural changes or improvements to the Premises. Such responsibility shall include, including those provided but shall not be limited to, the obligation to remove architectural and communication barriers in the Premises created by Contractor the Tenant's trade fixtures and leasehold improvements made by the Tenant where such removal is readily achievable. (iii) If building alterations are commenced by Landlord and involve the Common Areas, it shall be the Landlord's responsibility to comply with the standards of accessibility required under the SLA; providedADA and its implementing regulations. (iv) Except as provided in subsection (v) below, that such do not have an adverse impact on Tenant’s operations in if building alterations are commenced by Tenant and involve the Premises. , it shall be the Tenant's responsibility to comply with the standards of accessibility required under the ADA and its implementing regulations. (v) In the event the Landlord and the Tenant shall agree as part of an interruption in or failure or inability by Landlord or Contractor to provide any the terms and all utilities to conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises as contemplated hereunder or under any part thereof, it shall be the SLA, Landlord's responsibility to comply with the standards of accessibility for any reason such new construction. (a “Service Failure”), such Service Failure vi) Each party shall not, regardless be responsible for the ADA compliance of its durationown standards, impose upon Landlord any liability whatsoevercriteria, constitute an eviction of Tenantadministrative methods, constructive or otherwiseeligibility criteria, entitle policies, practices and procedures. (vii) The Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including shall be responsible for the provisions of California Civil Code Section 1932(1)any "auxiliary aids and services," as such term is defined and used in the ADA, permitting the termination of this Lease due to such interruptionits customers, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoingclients and patrons, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent required in connection with the operation of its business or occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or the Tenant can demonstrate that barrier removal is not readily achievable in an area in which either party has responsibility for ADA compliance, the party responsible for compliance, as herein provided, shall make use of alternatives to which the failure prevents Tenant from using the Premises for Tenant’s normal purposesbarrier removal, with if such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedalternatives are readily achievable.

Compliance with Governmental Regulations. Landlord (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all municipal, state, federal and other applicable governmental authorities arising as a result of the Tenant's particular use of the Premises; provided, however, that the Tenant shall have no obligation to make any additions, alterations or improvements to the Premises required by such governmental authorities if the cost of such additions, alterations or improvements if less than two years remain in the term hereof. (b) Except as provided in subparagraph (c) below, the Landlord shall, at its sole cost and expense, comply with all rulesother lawful requirements of all municipal, regulations and requirements promulgated by nationalstate, state federal or local other applicable governmental agencies authorities arising as a result of or utility suppliers concerning in connection with the use and occupancy of utility servicesthe Premises and the Common Areas or the failure of the Landlord's Work to comply with such requirements. (c) As used in this subparagraph, including any rationingthe Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, limitation or other control42 U.S.C. e1201, et. seq., and all implementing regulations. The Landlord may voluntarily cooperate in a reasonable manner and the Tenant intend to comply with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled ADA and the parties hereby agree to terminate this Lease nor to any abatement in rent by reason of allocate responsibility for such compliance or cooperationas follows: (i) Except as provided in subsection (ii) below, provided that any such voluntary compliance or cooperation does not the Landlord shall have a material adverse impact on Tenant’s operations responsibility to comply with the requirements of the ADA in all Common Areas and in the Premises. Such compliance responsibility shall include, but shall not be limited to, the obligation to remove architectural and communication barriers in the Common Areas and the Premises where such removal is readily achievable. (ii) Except as provided in subsection (i) above, the Tenant agrees at all times shall have responsibility to cooperate fully comply with Landlord and Contractor and to abide by all reasonable rules, regulations and the requirements which Landlord or Contractor may prescribe in order to maximize the efficient operation of the HVAC system and all other utility systems provided ADA in the Premises to the extent that such requirements require the Tenant to make interior nonstructural changes or improvements to the Premises. Such responsibility shall include, including those provided but shall not be limited to, the obligation to remove architectural and communication barriers in the Premises created by Contractor the Tenant's trade fixtures and leasehold improvements made by the Tenant where such removal is readily achievable. (iii) If building alterations are commenced by Landlord and involve the Common Areas, it shall be the Landlord's responsibility to comply with the standards of accessibility required under the SLA; providedADA and its implementing regulations. (iv) Except as provided in subsection (v) below, that such do not have an adverse impact on Tenant’s operations in if building alterations are commenced by Tenant and involve the Premises. , it shall be the Tenant's responsibility to comply with the standards of accessibility required under the ADA and its implementing regulations. (v) In the event the Landlord and the Tenant shall agree as part of an interruption in or failure or inability by Landlord or Contractor to provide any the terms and all utilities to conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises as contemplated hereunder or under any part thereof, it shall be the SLA, Landlord's responsibility to comply with the standards of accessibility for any reason such new construction. (a “Service Failure”), such Service Failure vi) Each party shall not, regardless be responsible for the ADA compliance of its durationown standards, impose upon Landlord any liability whatsoevercriteria, constitute an eviction of Tenantadministrative methods, constructive or otherwiseeligibility criteria, entitle policies, practices and procedures. (vii) The Tenant to an abatement of Rent, except as otherwise set forth in this Section 7.2, or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law, including shall be responsible for the provisions of California Civil Code Section 1932(1)any "auxiliary aids and services," as such term is defined and used in the ADA, permitting the termination of this Lease due to such interruptionits customers, failure or inability. In the case of any failure by Landlord to provide any utilities to the Premises hereunder, other than those services to be provided by Contractor under the SLA, Landlord shall take commercially reasonable steps to restore the interrupted utilities or services as soon as practicable upon written notice thereof from Tenant. Notwithstanding the foregoingclients and patrons, if a Service Failure continues for five (5) consecutive business days after written notice thereof is received by Landlord and such failure is not caused by an event of force majeure (as described in Section 16.7), a casualty, a failure on the part of a public utility, or by any act or omission of Tenant, its agents, employees or contractors. Tenant shall be entitled to an abatement of Base Rent and Additional Rent in proportion to the extent required in connection with the operation of its business or occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or the Tenant can demonstrate that barrier removal is not readily achievable in an area in which either party has responsibility for ADA compliance, the party responsible for compliance, as herein provided, shall make use of alternatives to which the failure prevents Tenant from using the Premises for Tenant’s normal purposesbarrier removal, with if such abatement to begin on the sixth (6th) business day after written notice to Landlord of such occurrence and continuing until such failure has been curedalternatives are readily achievable.