Responsibility for Improvements to Substitution Space. Tenant may perform alterations and improvements to the Substitution Space in accordance with Exhibit B attached hereto (the “Tenant Improvements”) and Tenant shall be entitled to an improvement allowance in connection with such work as more fully described in Exhibit B. Upon full execution of this Amendment by the parties hereto, Tenant shall proceed with due diligence to obtain all permits and any other required governmental approvals with respect to the Tenant Improvements so long as such permits shall remain valid until the outside date that the Substitution Space may be delivered to Tenant and Tenant may substantially complete the Tenant Improvements in accordance with this Amendment. Notwithstanding anything to the contrary set forth in the Lease, in the event that as a result of the construction of any Standard Office Improvements (defined below), any alterations, additions or improvements are necessary to comply with Laws (as defined in Section 9(a) below) (collectively, the “Compliance Modifications”) with respect to (i) the common areas of the Building, including any base Building mechanical, electrical, plumbing or fire/life safety systems (the “Common Areas”), or (ii) the Substitution Space, Tenant shall not be required to perform such Compliance Modifications except as provided below. Accordingly, except as provided below, in the event that, as a result of the construction of any Standard Office Improvements, any Compliance Modifications are required to the Common Areas or the Substitution Space to comply with Laws, Landlord, at Landlord's expense (except to the extent properly included in Operating Expenses), shall be responsible for performing such Compliance Modifications, if any. Landlord shall have the right to contest any alleged violation of Laws in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by Law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Law. Landlord, after the exhaustion of any and all rights to appeal or contest, will make any Compliance Modifications necessary to comply with the terms of any final order or judgment. Notwithstanding the foregoing, (i) Tenant, not Landlord, shall be responsible for compliance with Title 24 of the California Code of Regulations (“Title 24”) with respect to the Substitution Space and shall perform any Compliance Modifications to the Substitution Space that are required by Title 24, and (ii) Tenant, not Landlord, shall perform at its sole cost any Compliance Modifications related to (A) any Tenant Improvements that do not constitute Standard Office Improvements, and (B) any future alterations, additions or improvements performed by or on behalf of Tenant. As used herein “Standard Office Improvements” shall mean the Tenant Improvements described on the Space Plans (as defined in Exhibit B), as of the date of this Amendment and any other Tenant Improvements that are Building standard office improvements substantially the same as the Tenant Improvements shown on the Space Plans as of the date hereof and approved by Landlord in accordance with Exhibit B. Nothing contained herein shall be deemed to modify, diminish or excuse Tenant’s obligation to perform the Tenant Improvements in compliance with Laws and otherwise in accordance with Exhibit B.
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Responsibility for Improvements to Substitution Space. Tenant may Landlord shall perform alterations and improvements Improvements to the Substitution Space in accordance with Exhibit B attached hereto (the “Tenant Improvements”) and Tenant Work Letter. Landlord also shall be entitled to an improvement allowance in connection with such work as more fully described in Exhibit B. Upon full execution of this Amendment by responsible for the parties hereto, Tenant shall proceed with due diligence to obtain all permits and any other required governmental approvals with respect to the Tenant Improvements so long as such permits shall remain valid until the outside date that removal from the Substitution Space may be delivered to Tenant of all garbage, furniture and Tenant may substantially complete equipment (other than the Tenant Improvements FF&E, as described in accordance with this Amendment. Notwithstanding anything Section XII.F below) left behind by the prior tenant, including without limitation the existing thermal chamber, prior to the contrary set forth Substitution Effective Date. Landlord shall be responsible for defects in the Lease, in the event that as a result of the construction of any Standard Office Improvements (defined below), any alterations, additions or improvements are necessary to comply with Laws Substitution Landlord Work (as defined in Section 9(athe Work Letter) below) (collectively, of which Tenant notifies Landlord to the “Compliance Modifications”) with respect to (i) extent that the common areas correction of the Building, including any base Building mechanical, electrical, plumbing such defects is covered under valid and enforceable warranties given Landlord by contractors or fire/life safety systems (the “Common Areas”), or (ii) subcontractors performing the Substitution SpaceLandlord Work. Landlord, at its option, may pursue such claims directly or assign any such warranties to Tenant shall not be required to perform such Compliance Modifications except as provided belowfor enforcement. Accordingly, except as provided below, in the event that, as a result of the construction of any Standard Office Improvements, any Compliance Modifications are required to the Common Areas or the Substitution Space to comply with LawsIn addition, Landlord, at Landlord's its sole cost and expense (except to the extent properly included in Operating Expenses), shall be responsible for performing such Compliance Modificationscorrecting any violations of the Americans with Disabilities Act, if any. or of building and fire codes applicable to and as enforced as of the date hereof with respect to the Substitution Space, arising out of the construction of the Substitution Landlord Work; provided that Landlord shall have the right to contest any alleged violation of Laws in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by Law law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Lawlaw. Landlord, after the exhaustion of any and all rights to appeal or contest, will make any Compliance Modifications all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or judgment. Notwithstanding the foregoing, (i) Tenant, not Landlord, shall be responsible for compliance with Title 24 the correction of the California Code of Regulations (“Title 24”) with respect to the Substitution Space and shall perform any Compliance Modifications to violations in the Substitution Space that are required by arise out of or in connection with any claims brought under any provision of the Americans with Disabilities Act other than Title 24Ill, and (ii) the specific nature of Tenant’s business In the Substitution Space, the acts or omissions of Tenant, not Landlordits agents, shall perform at its sole cost employees or contractors, Tenant’s arrangement of any Compliance Modifications related to (A) furniture, equipment or other property in the Substitution Space, any Tenant Improvements that do not constitute Standard Office Improvementsrepairs, and (B) any future alterations, additions or improvements performed by or on behalf of Tenant. As used herein “Standard Office Improvements” shall mean Tenant (other than the Tenant Improvements described on the Space Plans (as defined in Exhibit B), as Substitution Landlord Work) and any design or configuration of the date of this Amendment and Substitution Space specifically requested by Tenant after being informed that such design or configuration may not be in strict compliance with the Americans with Disabilities Act or with applicable building or fire codes. Landlord shall be responsible, at Landlord’s sole expense, for repairing any other Tenant Improvements that are Building standard office improvements substantially the same as the Tenant Improvements shown on the Space Plans as failures of the date hereof plumbing, electrical, fire sprinkler, lighting and approved by HVAC systems serving the Substitution Space of which Tenant notifies Landlord in accordance with Exhibit B. Nothing contained herein shall be deemed within ninety (90) days following the Substitution Effective Date, provided that such repairs are not required due to modify, diminish or excuse Tenant’s obligation to perform the Tenant Improvements in compliance with Laws and otherwise in accordance with Exhibit B.negligence or mishandling of such systems or equipment.
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