Common use of Compliance with Governmental Regulations Clause in Contracts

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, 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 make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, 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 make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Buildings Building foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, 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 otherwise provided in this Lease, Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstandingNotwithstanding the foregoing, if any repair, replacement, improvement or alteration or improvement to the Premises is required to the Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is future laws or regulations affecting the Premises not caused by related to Tenant's specific use of the Premises in a manner other than as permitted hereunder, and provided further said improvement or Alterationsalteration is not required because of Alterations made by Tenant, the cost of such repair, replacement, alteration or improvement improvements shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum ofas additional rent an amount determined as follows: (i) all costs reasonably incurred by Landlord to construct such improvement shall be fully amortized over the Lease Term remaining useful life of such improvement with interest on the unamortized balance at the time prevailing market rate Landlord would pay if it borrowed funds to construct such improvements from an institutional lender, and Landlord shall inform Tenant of such monthly amortization payment required to so amortize such costs, and shall also provide Tenant with the repair, replacement, alteration or addition was information upon which such determination is made; and (ii) as additional rent, Tenant shall pay the number monthly amortization payment with respect to any such capital improvement required as a result of years in any future law or regulation affecting the Option Term; Premises which is not related to Tenant's specific use of the Premises as stated above. Tenant's obligation to make payments hereunder with respect to any particular capital improvement shall commence when such improvement has been substantially completed and Landlord's reimbursement obligation shall immediately thereafter cease upon the earlier of the expiration of the Lease term (but not upon a termination due to any Event of Default on the part of Tenant) or the end of the term over which the costs of constructing the particular improvement were amortized. Payments of such additional rent required under this Section 7.C shall be re-calculatedmade concurrently with payments of Base Monthly Rent.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, 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 make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations, except as specifically provided otherwise in this Lease. All costs associated with compliance shall be borne by Tenant if the requirement for compliance is triggered by: (i) Tenant's specific use or change of use of the Premises; or (ii) Tenant's construction or installation of any Alterations or trade fixtures. If a capital improvement or replacement to the Premises is required pursuant to this Section 7.C. for any other reason, then within fifteen (15) business days after Tenant delivers evidence reasonably satisfactory to Landlord substantiating Tenant's payment of such capital improvement, Landlord shall reimburse Tenant for the cost of the improvement or replacement less that portion of the cost equal to the product of such total cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the capital improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles. 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. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include 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 otherwise expressly provided in this Section 7.C below or elsewhere in this Lease to be a Landlord obligation, Tenant, at Tenant's ’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 needed necessary to comply with all said Governmental Regulations. Notwithstanding the foregoing, Landlord at its sole cost and expense shall be responsible for delivering on the Commencement Date the exterior walkways and paths of ingress/egress in compliance with all Governmental Regulations (including ADA and Title 24), to the extent such compliance is not required due to Tenant’s particular use of the Premises. The final 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 except as expressly provided above, 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 or any breach of Tenant’s obligations under this Lease. The foregoing notwithstandingshall 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. 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. With respect to Tenant’s obligation to comply with Laws, if any repair, replacement, alteration or improvement is required to the Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) such compliance is required in connection with a legal requirement that is not in effect when the Lease Term remaining at the time the repairPremises is delivered to Tenant, replacement, alteration or addition was made; and (ii) such legal requirement imposes an obligation on Tenant to make improvements to the Premises the cost of which would constitute capital expenditures under generally accepted accounting principles, and (iii) such improvements are not required as the result of Tenant’s particular use of the Premises or any work or Alterations made by or on behalf of Tenant, then upon written request from Tenant, Landlord shall make such improvements subject to reimbursement by Tenant as described in the next sentence. The costs incurred by Landlord in making the improvements requested by Tenant pursuant to the prior sentence shall be amortized over the number of years months in the Option Term; useful life of the capital improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles, and the monthly amortized portion of such improvements together with interest thereon at the Agreed Interest Rate shall be paid by Tenant on the first day of each calendar month during the Lease Term commencing on the first day of the calendar month after such costs are incurred by Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, 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. TenantLandlord shall, at Landlord's sole cost and expense (which cost and expense shall not be paid from the Tenant Improvements Allowance, as that term is defined in the Work Letter Agreement), take any action that is required to correct the violation of any law applicable to the Premises as of the date the Premises were originally constructed. In addition, if any laws are enacted after the date of this Lease which require any improvements or alterations to the Premises that would constitute a capital expenditure under generally accepted accounting principles, Landlord shall make the required improvement or alteration to the Premises so long as such improvement or alteration is not required as a result of Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its particular use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused other alterations or improvements (including the Tenant Improvements) to the Premises made by Tenant's specific use , in which case Tenant shall be solely responsible for such improvements or Alterations, the alterations. The cost of any such repair, replacement, capital improvement or alteration or improvement to be made by Landlord as provided herein shall be allocated between Landlord fully amortized over the useful life thereof and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost an amount equal to the product cost so amortized, together with interest at the then prevailing market rate Landlord would pay if Landlord borrowed funds from an institutional lender to construct such improvements, shall be included in Operating Expenses until the earlier of the end of the Term or the end of such useful life. Subject to the foregoing, Tenant shall, at its sole cost multiplied by a fractionand expense, comply with all present and future regulations, rules, laws, ordinances, and requirements of all governmental authorities (including, without limitation state, municipal, county and federal governments and their departments, bureaus, boards and officials) applicable to the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) use or occupancy of the repairPremises, replacement, alteration which shall include the obligation to make any alterations or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted improvements to the sum of: (i) the Lease Term remaining at the time the repairPremises required to comply with such regulations, replacementrules, alteration laws, ordinances and governmental requirements whether such alterations or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedimprovements are structural or non- structural, capital improvements or otherwise.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include 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 ’s sole expense will 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 needed necessary to comply with all said Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstandingTenant’s obligations pursuant to this Section 7.C shall include, if any repairwithout limitation, replacement, alteration or improvement is required maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Buildings foundationPremises, exterior load bearing walls, roof structure 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 other structural component work or Alteration made by or on behalf of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in 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. 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 the foregoing provisions of this Section 7.C, Landlord will be responsible for causing the Premises, the denominator of which is Building and the useful life (in years) Common Areas, to comply with applicable Laws and Government Regulations as of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedCommencement Date.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, 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. Following completion of the ADA Work, Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, All costs associated with compliance with this Section 7.C. shall be borne by Tenant if any repair, replacement, alteration or improvement the requirement for compliance is required to the Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings triggered by: (excluding structural components installed by Tenanti) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterationschange of use of the Premises; (ii) Tenant's application for any permit or governmental approval; or (iii) Tenant's construction or installation of any Alterations or trade fixtures. If a capital improvement or replacement to the Premises is required for any other reason, then within ten (10) business days after Tenant delivers evidence reasonably satisfactory to Landlord substantiating Tenant's payment of such capital improvement, Landlord shall reimburse Tenant for the cost of such repair, replacement, alteration the improvement or improvement shall be allocated between Landlord and Tenant such replacement less that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such total cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repaircapital improvement, replacementas reasonably determined by Landlord in accordance with generally accepted accounting principles. If the capital improvement is made during the initial Lease Term, alteration or addition; provided, however, that Tenant's share shall initially be based on the initial Lease Term and if the Tenant thereafter exercises a its renewal option, then upon Tenant's exercise the commencement of the renewal optionOption term, an adjustment shall be made so that during the Option Term Tenant shall pay its share determined by multiplying the cost of the capital improvement by a fraction, the numerator of the fraction shall be adjusted to which is the sum of: (i) of the Lease Term remaining at the time the repair, replacement, alteration or addition capital expenditure was made; made and (ii) the number of years in the Option Term; Term and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedthe denominator of which is the useful life of the capital improvement.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, 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 ’s sole expense will 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 needed necessary to comply with all said Governmental Regulations. Such expense shall be borne solely by Tenant if the Governmental Regulations relate to or are required by any Law because of (i) Tenant’s particular use or change of use of the Premises, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s construction or installation of any Alterations or Trade Fixtures. To the extent repairs, replacements, alterations or improvements are required by Governmental Regulations and are not related to or required by Tenant pursuant to the preceding sentence, then the expense shall be split between Landlord and Tenant based on the following: Landlord and Tenant shall establish the useful life of the item in question based upon generally accepted accounting principles. Tenant shall pay a portion of the cost equal to the actual complicance-related expense 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 required work in months. Landlord shall make such payment to Tenant within fifteen (15) days after written demand and proof of payment by Tenant. 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. The foregoing notwithstandingIn addition to the foregoing, if any repair, replacement, alteration or improvement is required Alteration by Tenant results in seismic retrofit requirements to the Buildings foundationbuildings fire-suppression system, exterior load bearing walls, roof structure or any other structural component of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant shall equally share such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedcost.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include Tenant shall, at its sole cost and expense, comply with, including the making by Tenant of any Alteration to the Premises, all federalpresent and future regulations, staterules, county, city or governmental agency laws, statutes, ordinances, standardsand requirements of all governmental authorities (including, without limitation state, municipal, county and federal governments and their departments, bureaus, boards and officials) arising from Tenant’s unique use or occupancy of, or applicable to, the Premises, and not those applicable to office use generally, or in connection with Tenant’s enjoyment of the Premises, or the construction and use of any tenant improvements or any Alterations to the Premises made by or on behalf of Tenant. Notwithstanding the foregoing, Landlord, and not Tenant, shall be obligated to make any Alterations to the structural parts-of the Building maintained by Landlord pursuant to Paragraph 17.A that are required to comply with any present and future regulations, rules, requirementslaw ordinances, or orders now and governmental requirements unless such Alterations to the structural parts of the Building are required solely as a result of any other Alterations to the Building made by Tenant during the Term of this Lease, 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 which case Tenant shall reimburse Landlord for employers, employees, landlords, or tenants. Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed the cost of any such Alterations to the structural parts of the Building that are required to comply with all Governmental Regulationsregulations, rules, laws, ordinances and governmental requirements caused by such Alterations. The judgment of any court of competent jurisdiction or In the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) event that Tenant has violated any such law, regulation or other requirement in is required to discontinue its use of the Premises because of a violation of any regulations, rules, laws, ordinances, or governmental requirements in existence as of the date of this Lease which were not triggered by Tenant’s Alterations, Rent shall be conclusive temporarily abated proportionally. Such abatement of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement Rent shall commence on the date on which Tenant is required to discontinue its use of the Buildings foundationPremises and continue until Tenant is able to reoccupy the Premises, exterior load bearing wallsbut in no event shall such abatement continue for more than ninety (90) days. In the event that Tenant must discontinue its use of the Premises for more than such ninety (90) day period, roof structure after the expiration of the ninety (90) day period, either Landlord or Tenant may terminate this Lease upon written notice to the other. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the Premises, damage to Tenant’s Personal Property or any other structural component inconvenience occasioned by such violation. Tenant hereby waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the Buildings (excluding structural components installed by Tenant) as a result California Civil Code, and the provisions of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedsimilar law hereinafter enacted.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, 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 make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations, except as specifically provided otherwise in this Lease. All costs associated with compliance shall be borne by Tenant if the requirement for compliance is triggered by: (i) Tenant's specific use or change of use of the Premises; or (ii) Tenant's construction or installation of any Alterations or trade fixtures. If a capital improvement or replacement to the Premises is required pursuant to this Section 7.C. for any other reason, then within fifteen (15) business days after Tenant delivers evidence reasonably satisfactory to Landlord substantiating Tenant's payment of such capital improvement, Landlord shall reimburse Tenant for the cost of the improvement or replacement less that portion of the cost equal to the product of such total cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the capital improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles. If the capital improvement is made during the initial Lease Term, Tenant's share shall initially be based on the initial Lease Term and if Tenant thereafter exercises its Option pursuant to Section 18 below, then upon the commencement of the Option Term, an adjustment shall be made so that during the Option Term Tenant shall pay its share determined by multiplying the cost of the capital improvement by a fraction, the numerator of which is the sum of the Lease Term remaining at the time the capital expenditure was made and the Option Term and the denominator of which is the useful life of the capital improvement. 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. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city town or governmental agency laws, statutes, ordinances, standards, rules, 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 ’s sole expense will 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 needed necessary to comply with all said Governmental Regulations. Such expense shall be borne solely by Tenant if the Governmental Regulations relate to or are required by any Law because of (i) Tenant’s particular use or change of use of the Premises, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s construction or installation of any Alterations or Trade Fixtures. To the extent repairs, replacements, alterations or improvements are required by Governmental Regulations and are not related to or required by Tenant pursuant to the preceding sentence, then the expense shall be split between Landlord and Tenant based on the following: Landlord and Tenant shall establish the useful life of the item in question based upon generally accepted accounting principles. Tenant shall pay a portion of the cost equal to the actual compliance-related expense 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 required work in months. Landlord shall make such portion of its payment to Tenant within fifteen (15) days after written demand. Tenant shall thereafter submit payment and deliver proof of payment by Tenant to Landlord. 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. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.