Common use of Compliance with Governmental Regulations Clause in Contracts

Compliance with Governmental Regulations. 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term.

Compliance with Governmental Regulations. 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 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 Governmental Regulations applicable to the Premises compliance or the cooperation, provided that any such voluntary compliance or cooperation does not have a material adverse impact on Tenant’s use 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 Premises HVAC system and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions utility systems provided to the Premises, Building 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 Common Area 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 compliance 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 conformity with all Laws 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 recorded documents Additional Rent in proportion to the extent required because of to which the failure prevents Tenant from using the Premises for Tenant’s particular use normal purposes, with such abatement to begin on the sixth (6th) business day after written notice to Landlord of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall include, without limitation, compliance with such occurrence and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Termcontinuing until such failure has been cured.

Compliance with Governmental Regulations. The term Tenant shall, at its sole cost and expense, comply with the requirements of all Laws now in force, or Governmental Regulations which may hereafter be in force, either (a) pertaining to Tenant's specific and particular use of the Premises or (b) arising because of an Alteration made by Tenant, and shall mean faithfully observe in the use of the Premises all federal, state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders Laws now in force or which may hereafter enacted, promulgated, or issuedbe in force. 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. The judgment judgement of any court of competent jurisdiction jurisdiction, or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord be a party thereto or not) , that Tenant has violated any such law, regulation ordinance or other requirement statute in its Tenant's use of the Premises Premises, shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall includeAt the Commencement Date, without limitation, maintaining and restoring the Premises shall conform to all requirements of covenants, conditions, restrictions and making structural encumbrances ("CC & R's), all underwriter's requirements, and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Termapplicable thereto. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural construct or non-structural alterations pay the cost of complying with any CC & R' s, underwriters requirements or Law requiring construction of improvements to in the Premises to comply with Laws unless required, in whole or in part, by (a) such compliance is necessitated solely because of Tenant’s 's particular and specific use of the Premises or any work or Alteration (b) such compliance is necessitated because of Alternations made by Tenant. Any structural requirements or Costs necessitated by CC & R' s, underwriters' requirements or Laws which are imposed on behalf buildings or real estate generally (as opposed to the Premises because of Tenant's specific and particular use) shall be performed by Landlord and the cost of such item or improvement shall be allocated as follows: Landlord and Tenant during shall establish the useful life of the improvement based upon generally accepted accounting principles. Tenant shall pay a proportion of the actual cost equal to the cost of such improvement or item paid by Landlord to 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 Landlord within Five (5) days after written demand by Landlord.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean Subject to the ---------------------------------------- provisions of Exhibit B, Tenant shall, at its cost, comply with all federalpresent and --------- future regulations, staterules, county, city or governmental agency laws, statutes, ordinances, codesand requirements of all governmental authorities, standardsincluding, ruleswithout limitation state, requirementsmunicipal, regulationscounty and federal governments and their departments, Sustainability Requirements bureaus, boards and officials (collectively, "Laws"), arising from Tenant's use or orders now in force occupancy of the Premises; provided, however, that Tenant shall not be required to make any alterations 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 improvements to the Premises that are required to comply with all any Laws unless such Governmental Regulations alterations or improvements are required by 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 the Tenant’s use of structural improvements to the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be unless such compliance is necessitated solely as a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because result of Tenant’s 's particular use of the Premises or any work or Alteration Alterations to the Premises made by Tenant. If any capital or on behalf of Tenant during the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises are required to comply with any Laws unless required, in whole or in part, by applicable to the Premises and effective after the Commencement Date and such improvements are not required solely as a result of Tenant’s 's particular use of the Premises or any work or Alteration Alterations to the Premises made by Tenant, then such improvements shall be made by Landlord and the cost of such improvements 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, 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 improvements in the Premises, the amortized portion of such cost that is allocable to the then remaining Term of this Lease. For instance, if the useful life of the 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 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 expiration of the Term or on behalf any extended Term, for any reason other than a default by Tenant, then Landlord shall reimburse Tenant that portion of Tenant during the Lease amortized cost of such improvements that is allocable to the period from the date of termination until the expiration date of the Term or the extended Term, as applicable.

Compliance with Governmental Regulations. 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease TermTerm or any breach of Tenant’s obligations under this Lease. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all federalmunicipal, state, countyfederal 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, 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. Tenantthe Landlord shall, at Tenant’s its sole expense shall cost and expense, comply with all such Governmental Regulations other lawful requirements of all municipal, state, federal or other applicable to governmental authorities arising as a result of or in connection with the Premises or the Tenant’s use and occupancy of the Premises and shall make all repairs, replacements, alterations, the Common Areas or improvements necessary the failure of the Landlord's Work to comply with said Governmental Regulationssuch requirements. (c) As used in this subparagraph, other than work required the Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of Landlord pursuant to Section 6.A above1990, 42 U.S.C. e1201, et. seq., and all implementing regulations. The judgment of any court of competent jurisdiction or Landlord and the admission of Tenant intend to comply with the ADA and the parties hereby agree to allocate responsibility for such compliance as follows: (i) Except as provided in any action or proceeding against Tenant subsection (whether ii) below, the Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use shall have responsibility to comply with the requirements of the Premises shall be conclusive of that fact as between Landlord ADA in all Common Areas and Tenantin the Premises. Tenant’s obligations pursuant to this Section 8.C Such compliance responsibility shall include, without limitationbut shall not be limited to, maintaining the obligation to remove architectural and restoring communication barriers in the Common Areas and the Premises and making structural and where such removal is readily achievable. (ii) Except as provided in subsection (i) above, the Tenant shall have responsibility to comply with the requirements of the ADA in the Premises to the extent that such requirements require the Tenant to make interior nonstructural alterations and additions changes or improvements to the Premises. Such responsibility shall include, Building but shall not be limited to, the obligation to remove architectural and communication barriers in the Premises created by 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 Area Areas, it shall be the Landlord's responsibility to comply with the standards of accessibility required under the ADA and its implementing regulations. (iv) Except as provided in subsection (v) below, 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 the terms and conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises or any part thereof, it shall be the Landlord's responsibility to comply with the standards of accessibility for such new construction. (vi) Each party shall be responsible for the ADA compliance of its own standards, criteria, administrative methods, eligibility criteria, policies, practices and conformity with all Laws procedures. (vii) The Tenant shall be responsible for the provisions of any "auxiliary aids and recorded documents services," as such term is defined and used in the ADA, to its customers, clients and patrons, if and to the extent required because in connection with the operation of Tenant’s particular 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 the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall includealternatives to barrier removal, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Termif such alternatives are readily achievable.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean Tenant shall, at Tenant’s expense, faithfully observe and comply with all federalmunicipal, statestate and federal statutes, countyrules, city or governmental agency laws, statutesregulations, ordinances, codes, standards, rules, requirements, regulationsand orders (collectively, Sustainability Requirements or orders the “Legal Requirements”), now in force or which may 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 such Governmental Regulations applicable be in force pertaining to the Premises or Tenant’s use thereof, including without limitation, any Legal Requirements pertaining to the installation of fire sprinkler systems or the removal of any asbestos placed on the Premises by Tenant, whether substantial in cost or otherwise. Notwithstanding the foregoing, 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 result of Tenant’s specific use of the Premises or any 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 in force; provided that Landlord shall not create or consent to any future Private Restrictions that would materially affect Tenant’s use and enjoyment of the Premises or the Property. Landlord represents and warrants that, to the best of its knowledge, there are no Private Restrictions recorded against the Property as of the date of this Lease which would materially affect Tenant’s use and enjoyment of the Premises or the Property. If Landlord becomes aware of any proposed Private Restrictions which could impact Tenant’s use of the Premises and/or the Property for the purposes permitted under this Lease, Landlord shall so notify Tenant in writing and shall make all repairs, replacements, alterations, or improvements necessary deliver to comply with said Governmental Regulations, other than work required Tenant copies of Landlord pursuant to Section 6.A abovethe proposed Private Restriction. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord be a party thereto or not) , that Tenant has violated any such lawrule, regulation regulation, ordinance, statute or other requirement in its use of the Premises Private Restrictions, shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring Notwithstanding the Premises and making structural and nonstructural alterations and additions foregoing to the Premisescontrary, Building and Common Area in Tenant shall have no liability or responsibility (legally, financially or otherwise) for or with respect to any violations of, or non-compliance and conformity with, any Legal Requirements with all Laws and recorded documents respect to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act Property or any similar Laws, Private Restrictions if such violations or non-compliance exist as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in Commencement Date of this Lease, Tenant shall not be required to make structural or if such violations or non-structural alterations compliance were caused by some party other than Tenant or improvements to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises Agents or any work or Alteration made by or on behalf of Tenant during the Lease Terminvitees.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean 17 (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all federalmunicipal, state, county, city or federal and other applicable 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 such Governmental Regulations applicable to the Premises or authorities arising as a result of the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s 's particular use of the Premises or any work or Alteration made by or on behalf of Tenant during Premises; provided, however, that the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required have no obligation to make structural or non-structural 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 other lawful requirements of all municipal, state, federal or other applicable governmental authorities arising as a result of or in connection with the use and occupancy of the Premises and the Common Areas or the failure of the Landlord's Work to comply with Laws unless requiredsuch requirements. (c) As used in this subparagraph, the Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, 42 U.S.C. ss.1201, et. seq., and all implementing regulations. The Landlord and the Tenant intend to comply with the ADA and the parties hereby agree to allocate responsibility for such compliance as follows: (i) Except as provided in whole subsection (ii) below, the Landlord shall have 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 shall have responsibility to comply with the requirements of the 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, but shall not be limited to, the obligation to remove architectural and communication barriers in partthe Premises created by 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 ADA and its implementing regulations. (iv) Except as provided in subsection (v) below, if building alterations are commenced by Tenant and involve the Premises, it shall be the Tenant’s particular use '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 the terms and conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises or any work part thereof, it shall be the Landlord's responsibility to comply with the standards of accessibility for such new construction. (vi) Each party shall be responsible for the ADA compliance of its own standards, criteria, administrative methods, eligibility criteria, policies, practices and procedures. (vii) The Tenant shall be responsible for the provisions of any "auxiliary aids and services," as such term is defined and used in the ADA, to its customers, clients and patrons, if and to the extent required in connection with the operation of its business or Alteration made occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or on behalf 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 Tenant during the Lease Termalternatives to barrier removal, if such alternatives are readily achievable.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all federalmunicipal, state, county, city or federal and other applicable 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 such Governmental Regulations applicable to the Premises or authorities arising as a result of the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s 's particular use of the Premises or any work or Alteration made by or on behalf of Tenant during Premises; provided, however, that the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required have no obligation to make structural or non-structural 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 other lawful requirements of all municipal, state, federal or other applicable governmental authorities arising as a result of or in connection with the use and occupancy of the Premises and the Common Areas or the failure of the Landlord's Work to comply with Laws unless requiredsuch requirements. (c) As used in this subparagraph, the Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, 42 U.S.C. e1201, et. seq., and all implementing regulations. The Landlord and the Tenant intend to comply with the ADA and the parties hereby agree to allocate responsibility for such compliance as follows: (i) Except as provided in whole subsection (ii) below, the Landlord shall have 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 shall have responsibility to comply with the requirements of the 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, but shall not be limited to, the obligation to remove architectural and communication barriers in partthe Premises created by 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 ADA and its implementing regulations. (iv) Except as provided in subsection (v) below, if building alterations are commenced by Tenant and involve the Premises, it shall be the Tenant’s particular use '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 the terms and conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises or any work part thereof, it shall be the Landlord's responsibility to comply with the standards of accessibility for such new construction. (vi) Each party shall be responsible for the ADA compliance of its own standards, criteria, administrative methods, eligibility criteria, policies, practices and procedures. (vii) The Tenant shall be responsible for the provisions of any "auxiliary aids and services," as such term is defined and used in the ADA, to its customers, clients and patrons, if and to the extent required in connection with the operation of its business or Alteration made occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or on behalf 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 Tenant during the Lease Termalternatives to barrier removal, if such alternatives are readily achievable.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all federalmunicipal, state, county, city or federal and other applicable 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 such Governmental Regulations applicable to the Premises or authorities arising as a result of the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s 's particular use of the Premises or any work or Alteration made by or on behalf of Tenant during Premises; provided, however, that the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required have no obligation to make structural or non-structural 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 other lawful requirements of all municipal, state, federal or other applicable governmental authorities arising as a result of or in connection with the use and occupancy of the Premises and the Common Areas or the failure of the Landlord's Work to comply with Laws unless requiredsuch requirements. (c) As used in this subparagraph, the Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, 42 U.S.C. e1201, et. seq., and all implementing regulations. The Landlord and the Tenant intend to comply with the ADA and the parties hereby agree to allocate responsibility for such compliance as follows: (i) Except as provided in whole subsection (ii) below, the Landlord shall have 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 shall have responsibility to comply with the requirements of the 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, but shall not be limited to, the obligation to remove architectural and communication barriers in partthe Premises created by 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 ADA and its implementing regulations. (iv) Except as provided in subsection (v) below, if building alterations are commenced by Tenant and involve the Premises, it shall be the Tenant’s particular use '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 the terms and conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises or any work part thereof, it shall be the Landlord's responsibility to comply with the standards of accessibility for such new construction. (vi) Each party shall be responsible for the ADA compliance of its own standards, criteria, administrative methods, eligibility criteria, policies, practices and procedures. (vii) The Tenant shall be responsible for the provisions of any "auxiliary aids and services," as such term is defined and used in the ADA, to its customers, clients and patrons, if and to the extent required in connection with the operation of its business or Alteration made occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or on behalf 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 Tenant during the Lease Termalternatives to barrier removal, if such alternatives are readily achievable.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean Lessee shall, at its sole cost and expense, comply with all federalstatutes, state, county, city or governmental agency laws, statutescodes, ordinances, codes, standards, rules, requirementsregulations and other requirements of all Municipal, regulationsState and Federal authorities, Sustainability Requirements including, without limitation, the Americans with Disabilities Act (collectively, “Laws”) now in force, or orders which may hereafter be in force, with respect to the condition, use or occupancy of the Premises, and shall faithfully observe in the use of the Premises all Laws now in force or which may 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant Lessee in any action or proceeding against Tenant (Lessee, whether Landlord Lessor be a party thereto or not) , that Tenant Lessee has violated any such lawviolated, regulation or other requirement in its use of that the Premises are not in compliance with, any Laws, shall be conclusive of that fact as between Landlord Lessor and TenantLessee. TenantLessee’s obligations pursuant under this paragraph 13 shall include the obligation to this Section 8.C shall includemake, without limitationat Lessee’s sole cost, maintaining and restoring any alterations or improvements to the Premises and making structural and nonstructural which are required by applicable Laws, provided that (a) as to such alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent or improvements which are not required because by reason of TenantLessee’s particular use of the Premises or any work by reason of other alterations or Alteration made 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 behalf the ratio of Tenant during the remaining Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by term to the Americans With Disabilities Act useful life of such alterations or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Lawsimprovements, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant (b) Lessee shall not be required to make structural or non-structural pay any portion of the cost of alterations or improvements which are legally required to be made as of the date of this Lease and as to which Lessor receives notice of such requirement prior to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of date thirty (30) days after the Premises or any work or Alteration made by or on behalf of Tenant during the Lease TermCommencement Date.

Compliance with Governmental Regulations. The term Tenant shall, at its sole cost and expense, comply with the requirements of all Laws now in force, or Governmental Regulations which may hereafter be in force, either (i) pertaining to Tenant's specific and particular use of the Premises or (ii) arising because of an Alteration made by Tenant, and shall mean faithfully observe in the use of the Premises all federal, state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders Laws now in force or which may 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord landlord be a party thereto or not) , that Tenant Xxxxxx has violated any such law, regulation ordinance or other requirement statute in its Tenant's use of the Premises Premises, shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall includeAt the Commencement Date, without limitation, maintaining and restoring the Premises shall conform to all requirements of covenants, conditions, restrictions and making structural encumbrances ("CC&Rs"), all underwriters' requirements, and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Termapplicable thereto. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural construct or non-structural alterations pay the cost of complying with any CC&Rs, underwriters' requirements or Laws requiring construction of improvements to in the Premises to comply with Laws which are properly capitalized under generally accepted accounting principles, unless required, in whole or in part, by (i) such compliance is necessitated solely because of Tenant’s 's particular and specific use of the Premises or any work or Alteration (ii) such compliance is necessitated because of Alterations made by Tenant. Any structural requirements or Costs necessitated by CC&R's, underwriters' requirements or Laws which are imposed on behalf buildings or real estate generally (as opposed to the Premises because of Tenant's specific and particular use) shall be performed by Landlord and the cost of such item or improvement shal1 be allocated as follows: Landlord and Xxxxxx shall establish the useful life of the improvement based upon generally accepted accounting principles. Tenant during shall pay a proportion of the actual cost equal to the cost of such improvement or item paid by Xxxxxxxx to the third party contractor performing the maintenance or furnishing the replacement times a fraction, 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 Landlord within five (5) days after written demand by Landlord.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean Tenant shall, at its sole cost and expense, comply with all federal, state, county, city or governmental agency laws, statutesregulations and other requirements of all Municipal, ordinancesCounty, codesState and Federal authorities now in force, standardsor which may hereafter be in force, rulespertaining to the said Premises, requirementsand shall faithfully observe in the use of the Premises all Municipal County, regulationsState and Federal laws, Sustainability Requirements or orders regulations and other requirements now in force or which may 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord be a party thereto or not) , that Tenant has violated any such law, regulation regulations or other requirement in its the use of the Premises Premises, shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant The cost of any structural repairs or alterations or capital improvements to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to or the Premisesfire proofing system serving the Premises which may be required by law (whether presently existing or hereinafter enacted), Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent insurance regulations or otherwise, which are not required solely because of Tenant’s 's negligence or Xxxxxx's particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time (not just due to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular 's use of the Premises or any work or Alteration made 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 ordinances, including without limitation all applicable fire and building codes (provided that Tenant's Work, if any, complies with all such rules, regulations, ordinances and codes); all air quality standards established by or on behalf law; all covenants, conditions, restrictions and easements affecting the Premises; and the requirements of Tenant during all other leases for space within the Lease TermProject.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean Lessee shall, at his sole cost and expense, comply with all federalstatutes, state, county, city or governmental agency laws, statutescodes, ordinances, codes, standards, rules, requirementsregulations and other requirements of all Municipal, regulationsState and Federal authorities (collectively, Sustainability Requirements “Laws”) now in force, or orders which may hereafter be in force, pertaining to the Premises, and shall faithfully observe in the use of the Premises all Municipal ordinances and State and Federal statutes now in force or which may 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant Lessee in any action or proceeding against Tenant (Lessee, whether Landlord Lessor be a party thereto or not) , that Tenant Lessee has violated violated, or that the Premises are not in compliance with, any such law, regulation or other requirement Laws in its the use of the Premises Premises, shall be conclusive of that fact as between Landlord Lessor and TenantLessee. TenantLessee’s obligations pursuant under this paragraph 14 shall include the obligation to this Section 8.C shall includemake, without limitationat Lessee’s sole cost, maintaining and restoring any alterations or improvements to the Premises and making structural and nonstructural which are required by applicable Laws, provided that (a) as to such alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent or improvements which are not required because by reason of TenantLessee’s particular use of the Premises or any work by reason of other alterations or Alteration made 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 behalf the ratio of Tenant during the remaining Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by term to the Americans With Disabilities Act useful life of such alterations or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Lawsimprovements, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant (b) Lessee shall not be required to make structural or non-structural pay any portion of the cost of alterations or improvements which are legally required to be made as of the date of this Lease and as to which Lessor receives notice of such requirement prior to the date thirty (30) days after the date Lessor delivers possession of the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease TermLessee.

Compliance with Governmental Regulations. 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or in connection with any work or Alteration made by or on behalf of Tenant during the Lease TermTerm or any breach of Tenant’s obligations under this Lease. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlordtime whether or not required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term or any breach of Tenant’s obligations under Section 6.A abovethis Lease. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything contained herein to the contrary in this Leasecontrary, Tenant shall not be required to make structural if any improvement or non-structural alterations or improvements alteration to the Premises to comply with is required as a result of any future Laws unless required, or changes in whole or in part, Laws affecting the Premises (other than ADA) and is not triggered by Tenant’s 's particular use of the Premises or any work or Alteration and is not required because of Alterations made by Tenant, and the cost of such work is reasonably estimated by Tenant and Landlord to be Eighty Thousand Dollars ($80,000) or on behalf more, then Landlord shall perform such work and the cost of such improvements shall be allocated between Landlord and Tenant, and Tenant shall only be obligated to pay, each month during the remainder of the Lease TermTerm after such improvements are made or such costs are incurred, on the date on which Monthly Base Rent is due, an amount equal to the product obtained by multiplying the cost of such work by a fraction, the numerator of which is one, and the denominator of which is the anticipated useful life (in months) of the improvement, together with interest thereon at the greater of Landlord’s cost of funds or seven percent (7%) per annum (the “Amortization Interest Rate”).

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean Tenant shall, at Tenant’s expense, faithfully observe and comply with all federallocal, statestate and federal statutes, countyrules, city or governmental agency laws, statutesregulations, ordinances, codes, standards, rules, requirements, regulationsand orders, Sustainability Requirements or orders now in force or which may hereafter enactedbe in force pertaining to the Premises or Tenant’s use thereof, promulgatedincluding without limitation, any statutes, rules, regulations, ordinances, requirements, or issued. The term also includes government measures regulating orders requiring installation of fire sprinkler systems or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. removal of asbestos placed on the Premises by Tenant, at 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 hereafter be in force; provided that no such future Private Restrictions shall materially affect Tenant’s sole expense use and enjoyment of the Premises or Property for the Intended Use and provided, that Tenant shall comply with all such Governmental Regulations applicable not be required to make any structural changes to the Premises or the Tenant’s use Building not otherwise contemplated to be made by Tenant in connection with its Intended Use of the Premises and shall make all repairs, replacements, alterations, unless the requirement for such changes is imposed solely as a result of any improvements or improvements necessary additions made or proposed to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe made at Tenant’s request. The final unappealable judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord be a party thereto or not) , that Tenant has violated any such lawrule, regulation regulation, ordinance, statute or other requirement in its use of the Premises Private Restriction, shall be conclusive of that fact as between Landlord and Tenant. Landlord represents that there are no Private Restrictions currently in effect with respect to the Premises that limit, restrict, impair or otherwise adversely affect Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining use and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use enjoyment of the Premises for the Intended Use or any work otherwise preclude, restrict or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises to comply with Laws unless required, in whole or in part, by limit Tenant’s particular use ability to construct and install any of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease TermImprovements.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations LESSEE shall mean at all federaltimes use its best efforts to conduct its mining operations in a good and workmanlike manner in accordance with the terms and conditions herein provided and in further compliance with applicable State, state, county, city or governmental agency Federal and local laws, statutesrules and regulations and without limiting the generality of the foregoing, ordinancesthe parties specifically agree as follows: (a) LESSEE covenants that it will comply with the workmen's compensation laws of the State, codesand that it will promptly pay any awards, standardscontributions, rulestaxes, requirementsor 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 necessary mining permits for the strip mining of coal, regulationsand that during such strip mining operations, Sustainability Requirements it will at its expense supply all necessary mining equipment and further that LESSEE will at its expense obtain any and all consents or orders 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 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 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 terms of this Lease which will violate any Federal or State law or regulation now or hereafter in force relating to air or hereafter enactedwater pollution control, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, healthHealth, or safety standards and related subjects. During the term of or upon termination of this Lease for employersany reason, employeesLESSEE agrees to remove from the premises or otherwise xxxxx any condition which may impose upon LESSOR any liability to any person or public authority, landlords, or tenantsand this covenant of indemnity shall survive the termination of this Lease as to such liability. Tenant, at Tenant’s sole expense shall comply with all such Governmental Regulations applicable to LESSOR's remedies for the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary failure to comply with said Governmental Regulations, other than work required any portion of Landlord pursuant to Section 6.A above. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant this provision (whether Landlord be a party thereto or not3) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant are limited to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because covenant of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Termindemnity.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean Lessee shall, at his sole cost and expense, comply with all federalstatutes, state, county, city or governmental agency laws, statutescodes, ordinances, codes, standards, rules, requirementsregulations and other requirements of all Municipal, regulationsState and Federal authorities (collectively, Sustainability Requirements “Laws") now in force, or orders which may hereafter be in force. pertaining to the Premises, and shall faithfully observe in the use of the Premises all Municipal ordinances and State and Federal statutes now in force or which may 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant Lessee in any action or proceeding against Tenant (Lessee, whether Landlord Lessor be a party thereto or not) , that Tenant Lessee has violated violated, or that the Premises are not in compliance with, any such law, regulation or other requirement Laws in its the use of the Premises Premises, shall be conclusive of that fact as between Landlord Lessor and TenantLessee. Tenant’s Lessee's obligations pursuant under this paragraph 14 shall include the obligation to this Section 8.C shall includemake, without limitationat Lessee's sole cost, maintaining and restoring any alterations or improvements to the Premises and making structural and nonstructural which are required by applicable Laws, provided that (a) as to such alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent or improvements which are not required because by reason of Tenant’s Lessee's particular use of the Premises or any work by reason of other alterations or Alteration made 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 behalf the ratio of Tenant during the remaining Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by term to the Americans With Disabilities Act useful life of such alterations or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Lawsimprovements, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant (b) Lessee shall not be required to make structural or non-structural pay any portion of the cost of alterations or improvements which are legally required to be made as of the date of this Lease and as to which Lessor receives notice of such requirement prior to the date thirty (30) days after the date Lessor delivers possession of the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease TermLessee.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all federalmunicipal, state, county, city or federal and other applicable 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 such Governmental Regulations applicable to the Premises or authorities arising as a result of the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s 's particular use of the Premises or any work or Alteration made by or on behalf of Tenant during Premises; provided, however, that the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required have no obligation to make structural or non-structural 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 other lawful requirements of all municipal, state, federal or other applicable governmental authorities arising as a result of or in connection with the use and occupancy of the Premises and the Common Areas or the failure of the Landlord's Work to comply with Laws unless requiredsuch requirements. (c) As used in this subparagraph, the Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, 42 U.S.C. Section 1201, et. seq., and all implementing regulations. The Landlord and the Tenant intend to comply with the ADA and the parties hereby agree to allocate responsibility for such compliance as follows: (i) Except as provided in whole subsection (ii) below, the Landlord shall have 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 shall have responsibility to comply with the requirements of the 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, but shall not be limited to, the obligation to remove architectural and communication barriers in partthe Premises created by 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 ADA and its implementing regulations. (iv) Except as provided in subsection (v) below, if building alterations are commenced by Tenant and involve the Premises, it shall be the Tenant’s particular use '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 the terms and conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises or any work part thereof, it shall be the Landlord's responsibility to comply with the standards of accessibility for such new construction. (vi) Each party shall be responsible for the ADA compliance of its own standards, criteria, administrative methods, eligibility criteria, policies, practices and procedures. (vii) The Tenant shall be responsible for the provisions of any "auxiliary aids and services," as such term is defined and used in the ADA, to its customers, clients and patrons, if and to the extent required in connection with the operation of its business or Alteration made occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or on behalf 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 Tenant during the Lease Termalternatives to barrier removal, if such alternatives are readily achievable.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean Lessee shall, at its sole cost and expense, comply with all federalstatutes, state, county, city or governmental agency laws, statutescodes, ordinances, codes, standards, rules, requirementsregulations and other requirements of all Municipal, regulationsState and Federal authorities (collectively, Sustainability Requirements “Laws”) now in force, or orders which may hereafter be in force, with respect to the condition, use or occupancy of the Premises, and shall faithfully observe in the use of the Premises all Laws now in force or which may 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant Lessee in any action or proceeding against Tenant (Lessee, whether Landlord Lessor be a party thereto or not) , that Tenant Lessee has violated any such lawviolated, regulation or other requirement in its use of that the Premises are not in compliance with, any Laws, shall be conclusive of that fact as between Landlord Lessor and TenantLessee. TenantLessee’s obligations pursuant under this paragraph 14 shall include the obligation to this Section 8.C shall includemake, without limitationat Lessee’s sole cost, maintaining and restoring any alterations or improvements to the Premises and making structural and nonstructural which are required by applicable Laws, provided that (a) as to such alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent or improvements which are not required because by reason of TenantLessee’s particular use of the Premises or any work by reason of other alterations or Alteration made 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 behalf the ratio of Tenant during the remaining Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by term to the Americans With Disabilities Act useful life of such alterations or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Lawsimprovements, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant (b) Lessee shall not be required to make structural or non-structural pay any portion of the cost of alterations or improvements which are legally required to be made as of the date of this Lease and as to which Lessor receives notice of such requirement prior to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of date sixty (60) days after the Premises or any work or Alteration made by or on behalf of Tenant during the Lease TermCommencement Date.

Compliance with Governmental Regulations. The term Laws Tenant shall, at its sole cost and expense, comply with all of the requirements of all Municipal, State and Federal authorities now in force, or Governmental Regulations which may hereafter be in force, pertaining to the said Premises, and shall mean faithfully observe in the use of the Premises all federal, state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders Municipal ordinances and State and Federal statutes now in force or which may 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord be a party thereto or not) , that Tenant has violated any such law, regulation ordinance or other requirement statute in its the use of the Premises Premises, shall be conclusive of that fact as between Landlord and Tenant. Notwithstanding the provisions of this Section 18, if any improvement or alteration to the Premises is required as a result of any future laws or regulations affecting the Premises not related to Tenant’s obligations pursuant specific use of the Premises, and provided further said improvement or alteration is not required because of alterations to the Premises made by Tenant, the cost of such improvements shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such improvement, the portion of the cost thereof equal to the remaining number of years in the lease term divided by the anticipated useful life of such improvement. Landlord represents and warrants, to the best of its knowledge, that as of the date of this Section 8.C Lease the Building complies with all applicable building codes, and Landlord shall includebe responsible for any costs incurred in connection with upgrading the Building or the Project to comply with the then current interpretation of such codes, including, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans American With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural or non-structural alterations or improvements to the Premises to comply with Laws unless required, in whole or in part, by Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Termenvironmental laws.

Compliance with Governmental Regulations. The term Tenant shall, at its sole cost and expense, comply with the requirements of all Laws now in force, or Governmental Regulations which may hereafter be in force, either (a) pertaining to Tenant's specific and particular use of the Premises or (b) arising because of an Alteration made by Tenant, and shall mean faithfully observe in the use of the Premises all federal, state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders Laws now in force or which may 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A abovebe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord be a party thereto or not) , that Tenant has violated any such law, regulation ordinance or other requirement statute in its Tenant's use of the Premises Premises, shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall includeAt the Commencement Date, without limitation, maintaining and restoring the Premises shall conform to all requirements of covenants, conditions, restrictions and making structural encumbrances ("CC & R's"), all underwriter's requirements, and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Termapplicable thereto. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to make structural construct or non-structural alterations pay the cost of complying with any CC & R's, underwriters requirements or Law requiring construction of improvements to in the Premises to comply with Laws which are properly capitalized under generally accepted accounting principles, unless required, in whole or in part, by (a) such compliance is necessitated solely because of Tenant’s 's particular and specific use of the Premises or any work or Alteration (b) such compliance is necessitated because of Alternations made by Tenant. Any structural requirements or Costs necessitated by CC & R's, underwriters' requirements or Laws which are imposed on behalf buildings or real estate generally (as opposed to the Premises because of Tenant's specific and particular use) shall be performed by Landlord and the cost of such item or improvement shall be allocated as follows: Landlord and Tenant during shall establish the useful life of the improvement based upon generally accepted accounting principles. Tenant shall pay a proportion of the actual cost equal to the cost of such improvement or item paid by Landlord to 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 Landlord within Five (5) days after written demand by Landlord.

Compliance with Governmental Regulations. 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 such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or in connection with any work or Alteration made by or on behalf of Tenant during the Lease TermTerm or any breach of Tenant’s obligations under this Lease. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlordtime whether or not required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term or any breach of Tenant’s obligations under Section 6.A above. this Lease Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything contained herein to the contrary in this Leasecontrary, Tenant shall not be required to make structural if any improvement or non-structural alterations or improvements alteration to the Premises to comply with is required as a result of any future Laws unless required, or changes in whole or in part, Laws affecting the Premises (other than ADA) and is not triggered by Tenant’s 's particular use of the Premises or any work or Alteration and is not required because of Alterations made by Tenant, and the cost of such work is reasonably estimated by Tenant and Landlord to be One Hundred Thousand Dollars ($100,000) or on behalf more, then Landlord shall perform such work and the cost of such improvements shall be allocated between Landlord and Tenant, and Tenant shall only be obligated to pay, each month during the remainder of the Lease TermTerm after such improvements are made or such costs are incurred, on the date on which Monthly Base Rent is due, an amount equal to the product obtained by multiplying the cost of such work by a fraction, the numerator of which is one, and the denominator of which is the anticipated useful life (in months) of the improvement, together with interest thereon at the greater of Landlord’s cost of funds or seven percent (7%) per annum (the “Amortization Interest Rate”).

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall mean (a) Except as provided in subparagraph (c) below, the Tenant shall, at its cost and expense, comply with the lawful requirements of all federalmunicipal, state, county, city or federal and other applicable 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 such Governmental Regulations applicable to the Premises or authorities arising as a result of the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements necessary to comply with said Governmental Regulations, other than work required of Landlord pursuant to Section 6.A above. 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, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s 's particular use of the Premises or any work or Alteration made by or on behalf of Tenant during Premises; provided, however, that the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time, subject to Landlord’s obligations under Section 6.A above. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required have no obligation to make structural or non-structural 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 other lawful requirements of all municipal, state, federal or other applicable governmental authorities arising as a result of or in connection with the use and occupancy of the Premises and the Common Areas or the failure of the Landlord's Work to comply with Laws unless requiredsuch requirements. (c) As used in this subparagraph, the Americans with Disabilities Act ("ADA") shall mean the Americans with Disabilities Act of 1990, 42 U.S.C. e1201, et. seq., and all implementing regulations. The Landlord and the Tenant intend to comply with the ADA and the parties hereby agree to allocate responsibility for such compliance as follows: (i) Except as provided in whole subsection (ii) below, the Landlord shall have 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 shall have responsibility to comply with the requirements of the 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, but shall not be limited to, the obligation to remove architectural and communication barriers in partthe Premises created by 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 ADA and its implementing regulations. (iv) Except as provided in subsection (v) below, if building alterations are commenced by Tenant and involve the Premises, it shall be the Tenant’s particular use '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 the terms and conditions of the Lease that the Landlord, at the Landlord's expense, shall construct improvements on the Premises or any work part thereof, it shall be the Landlord's responsibility to comply with the standards of accessibility for such new construction. (vi) Each party shall be responsible for the ADA compliance of its own standards, criteria, administrative methods, eligibility criteria, policies, practices and procedures. (vii) The Tenant shall be responsible for the provisions of any "auxiliary aids and services," as such term is defined and used in the ADA, to its customers, clients and patrons, if and to the extent required in connection with the operation of its business or Alteration made occupancy of the Premises. (viii) To the extent permitted by the ADA, if either the Landlord or on behalf 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 Tenant during the Lease Termalternatives to barrier removal, if such alternatives are readily achievable.