Common use of Manner of Construction Clause in Contracts

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work materially or adversely affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations (the estimated cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000.00)) and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord may impose, as of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a condition of its consent diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics (and materialmen approved by Landlord, to the extent such approval was required); provided, however, (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may impose reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such requirements as contractors and subcontractors are unrelated to Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors agree to perform such workwork at competitive prices and are reasonably available). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and ; (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s approval normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of the planstheir premises for reasonable and customary uses. In addition, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion prior to the end that the Premises shall at all times be a complete unit except during the period commencement of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building provide Landlord with evidence that Tenant or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, it being understood and agreed that all within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of such Alterations shall be insured the performance by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any AlterationsAlterations and/or installation by Tenant of any furniture, Tenant shall (i) cause a Notice of Completion to be recorded fixtures or equipment in or at the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California Premises, Building or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the “as built” drawings of the AlterationsProject, and (iii) deliver to shall indemnify, defend and hold Landlord evidence of payment, contractors’ affidavits harmless from and full and final waivers of against all liens for labor, services or materialsClaims in connection with any such liens.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord; provided, howeverthe requirement that upon Landlord’s request, Landlord may impose Tenant shall, at Tenant’s expense, remove such requirements as Landlord may determine, in its sole and absolute discretion, with respect to Alterations upon the expiration or any work affecting the structural components early termination of the Building Lease Term, and the requirement that all Alterations conform in terms of quality and style to the Building’s standards established by Landlord. If such Alterations will involve the use of or Systems and Equipment (including designating specific contractors to perform such work). disturb hazardous materials or substances existing in the Premises, Tenant shall construct such Alterations and perform such repairs in conformance comply with any and all applicable Landlord’s rules and regulations of any federal, state, county concerning such hazardous materials or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulationssubstances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of governmental agencies or authoritiesSan Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. All work with respect to In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted the Premises which require or give rise to completion governmentally required changes to the end “Base, Shell and Core,” as that term is defined in Exhibit B, then Landlord (or Landlord’s property manager) shall, at Tenant’s expense, make such changes to the Premises shall at all times be a complete unit except during the period of workBase, Shell and Core. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Diego in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (ii) failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and Tenant shall deliver to the Project management office of office, if applicable to the Real Property a reproducible copy of particular Alteration, the “as built” drawings of the Alterations (in CAD and pdf formats) as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent Prior to all commencing any structural Alterations or repairs Alterations which would materially adversely impact the Base Building Systems, Tenant shall submit to Landlord the full and complete plans and specifications of such Alterations in AutoCAD or PDF formats (the “Alteration Plans”) and no work covered by the Alteration Plans shall be commenced until Landlord has given its approval thereof and of the Premises general contractor performing such Alterations, which approvals shall not be unreasonably withheld, conditioned or about delayed. Landlord shall not charge any plan review fees provided Tenant shall reimburse Landlord for the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but out-of-pocket architectural and engineering fees for review of Tenant’s Alteration Plans (which out-of-pocket costs shall not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, exceed $2,000 with respect to any work affecting single instance of Alterations proposed by Tenant). Landlord’s right to review the structural components Alteration Plans shall be for its sole purpose and shall not imply Landlord’s actual review of Tenant’s Alteration Plans or obligate Landlord to review the same, nor shall any review of Tenant’s Alteration Plans obligate Landlord to review the same for quality, design, compliance with the Underlying Documents or Applicable Laws or other like matters. Prior to commencing any Alterations, Tenant shall also deliver to Landlord each of the Building or Systems following items (to the extent applicable): all permits, authorizations and Equipment approvals required for such Alterations (including designating specific contractors any authorizations and approvals required pursuant to perform such workthe Underlying Documents); and evidence of the insurance required under Section 8.3 below. Tenant shall construct such perform all Alterations at its sole cost and perform such repairs expense, in a good and workmanlike manner, using materials of good quality, and, as applicable, in conformance with the Alteration Plans approved by Landlord, Code and other Restrictions, including the Americans with Disabilities Act of 1990, and any and all applicable rules and regulations regulations. Tenant shall ensure that no Alterations materially adversely impair any Base Building Systems or Landlord’s ability to perform its obligations under this Lease. In no event shall Tenant or Tenant’s contractor be required to pay a construction deposit of any federalkind or provide any completion bond, statenotwithstanding anything to the contrary in this Lease, county the exhibits to this Lease, or municipal code any other document, including, without limitation, any tenant manual or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s any construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon Promptly after completion of any Alterations, Tenant shall (ia) cause a Notice of Completion to be recorded in the office of the Recorder recorder of the county in which the Real Property Building is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statuteApplicable Law, (b) furnish Landlord with a general contractor’s affidavit and a full and final lien release from Tenant’s general contractor, and (c) cause Tenant’s architect and contractor to (i) update any Alteration Plans as necessary to reflect all changes to the Alteration Plans during the course of construction of the Alterations, (ii) deliver certify to the management office of the Real Property a reproducible copy of their actual knowledge that the “as builtrecord-set” of as-built drawings of the Alterationsis true and correct, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services the as-built drawings in AutoCAD or materialsPDF formats.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord; provided, howeverthe requirement that upon Landlord’s request, Landlord may impose Tenant shall, at Tenant’s expense, remove such requirements as Landlord may determine, in its sole and absolute discretion, with respect to Alterations upon the expiration or any work affecting the structural components early termination of the Building Lease Term, and the requirement that all Alterations conform in terms of quality and style to the Building’s standards established by Landlord. If such Alterations will involve the use of or Systems and Equipment (including designating specific contractors to perform such work). disturb hazardous materials or substances existing in the Premises, Tenant shall construct such Alterations and perform such repairs in conformance comply with any and all applicable Landlord’s rules and regulations of any federal, state, county concerning such hazardous materials or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulationssubstances. LandlordXxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of governmental agencies or authoritiesSan Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. All work with respect to In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted the Premises which require or give rise to completion governmentally required changes to the end “Base, Shell and Core,” as that term is defined in Exhibit B, then Landlord (or Landlord’s property manager) shall, at Tenant’s expense, make such changes to the Premises shall at all times be a complete unit except during the period of workBase, Shell and Core. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes any Alterations, Tenant agrees In addition to carry “BuilderTenant’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to obligations under Article 10 9 of this Lease immediately Lease, upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Diego in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (ii) failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Xxxxxx’s agent for such purpose), and Tenant shall deliver to the Project management office of office, if applicable to the Real Property a reproducible copy of particular Alteration, the “as built” drawings of the Alterations (in CAD and pdf formats) as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable; provided, includinghowever, such requirement shall at a minimum include, but not be limited to, the following: (i) the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen contractors reasonably approved by Landlord; provided, however(ii) the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to the “Warm Shell” condition as more particularly identified in Section 2.3 of the Work Letter Agreement attached as Exhibit B to this Lease, (iii) the requirement that a copy of Tenant’s contract(s) with its contractors be delivered to Landlord may impose prior to the commencement of any such requirements as Landlord may determineconstruction (which contracts shall state that all change orders must be approved, in its sole writing, by Landlord prior to implementation); (iv) Landlord’s review and absolute discretion, with respect to any work affecting the structural components approval of the Building final budget (contractor’s cost proposal) for such Alterations or Systems repairs; and Equipment (including designating specific contractors v) the requirement that Tenant shall meet with Landlord, prior to perform such work)the commencement of any construction, to discuss Landlord’s design parameters and code compliance issues. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of San Diego, and all in conformance with Landlord’s construction rules and regulations. LandlordIn the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s approval expense, make such changes to the Base Building. The “Base Building” shall consist of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of workBuilding Structure. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall use commercially reasonable efforts to use contractors, services, workmen, labor, materials or interfere equipment in a manner that minimizes any material disturbance to labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyProject. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “as built” drawings of the Alterations, to the extent applicable, as well as all permits, approvals and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materialsother documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may imposereasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as a condition of its consent not to all Alterations unreasonably obstruct access to the Project or repairs any portion thereof, by any other tenant of the Premises or about the PremisesProject, such requirements and so as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics to unreasonably interfere with Master Landlord’s normal and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of customary business operations at the Building or Systems Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and Equipment (including designating specific contractors to perform such work)customary uses. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federalIn addition, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion prior to the end that the Premises shall at all times be a complete unit except during the period commencement of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building provide Landlord and Master Landlord with evidence that Tenant or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, it being understood and agreed that all within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of such Alterations shall be insured the performance by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any AlterationsAlterations and/or installation by Tenant of any furniture, Tenant shall (i) cause a Notice of Completion to be recorded fixtures or equipment in or at the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California Premises, Building or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the “as built” drawings of the AlterationsProject, and (iii) deliver to shall indemnify, defend and hold Landlord evidence of payment, contractors’ affidavits and full Master Landlord harmless from and final waivers of against all liens for labor, services or materialsClaims in connection with any such liens.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablereasonably require, including, but not limited to, the requirement that Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, provided Landlord imposed such removal requirement as a condition to consenting to such Alterations when they are installed, and/or the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen approved by Landlord (which approval (as indicated in Section 29.4 below) shall not be unreasonably withheld or delayed). In any event, Tenant shall utilize subcontractors of Landlord; provided's selection to perform any and all work that may affect the Building Systems and Equipment, howeverstructural aspects of the Building, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components Base Shell or Core or exterior appearance of the Building or Systems and Equipment Common Areas provided that (including designating specific contractors i) if such subcontractors are unwilling or unable to perform such work, Tenant may utilize the services of any other qualified subcontractor which normally and regularly performs similar work in comparable first-class, institutional quality, office buildings in the San Diego, California area, and (ii) Landlord shall cause such subcontractor selected by Landlord to charge Tenant for such work in an amount equal to the cost that a comparable, first-class, reputable and reliable subcontractor would have charged Tenant if selected pursuant to competitive bidding procedures (and if such subcontractor refuses to meet such pricing requirements, Landlord shall have the option to either pay the excess charges of such subcontractor or to permit Tenant to utilize any other qualified subcontractor which meets the requirements of subsection 8.2(i) above). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance Applicable Laws and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of San Diego, and all in conformance with Landlord’s 's construction rules PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants in the Project. In addition to Tenant's obligations under Article 9 of the Real Propertythis Lease, or interfere with the labor force working at the Real Property. If Tenant makes upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Diego in accordance with California Civil Code Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Project management office of the Real Property a reproducible copy of the “"as built” " drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work materially and adversely affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord’s construction rules and regulations. LandlordXxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant Xxxxxx agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations (the estimated cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000)) and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord’s 's construction rules and regulations. Landlord’s 's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry “"Builder’s 's All Risk” " insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “"as built” " drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ ' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). As a condition to Landlord’s obligation to consider any request for consent to any Alterations, Tenant agrees to pay Landlord within thirty (30) days after Tenant’s receipt of invoices for the reasonable out-of-pocket third party costs and expenses of consultants, engineers, architects and others for reasonable review of plans and specifications for the construction of the proposed Alterations. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligeeobligee if the cost of the work shall exceed $100,000. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Building is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may imposeshall have the exclusive right, as a condition at Landlord's option, but not the obligation, to make the Alterations at Tenant's sole cost and expense. Prior to the commencement of its consent to all construction of any Alterations or repairs of the Premises or about the Premisesrepairs, such requirements as Landlord Tenant shall submit to Landlord, for Landlord's review and approval in its reasonable discretion may deem desirablediscretion, includingall plans, but not limited tospecifications and working drawings relating thereto. Tenant, the requirement that Tenant utilize for such purposes only contractorsat its sole cost and expense, materialsshall retain an architect/space planner selected by Tenant, mechanics and materialmen reasonably approved by Landlord, to prepare such plans, specifications and working drawings; providedprovided that, howeverTenant shall also retain the engineering consultants designated by Landlord to prepare all plans and engineering working drawings, Landlord may impose such requirements as Landlord may determineif any, in its sole relating to the structural, mechanical, electrical, plumbing, HVAC, life safety and absolute discretion, with respect to any sprinkler work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work)Alterations. Tenant shall construct such Alterations cause each architect/space planner and perform such repairs engineer retained by Tenant to follow Landlord's standard construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated by Landlord from time to time. Tenant and Tenant's architect/space planner shall verify, in conformance with any the field, the dimensions and all applicable rules and regulations conditions, as shown on the relevant portions of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located"Base Building" plans, and Tenant and Tenant's architect / space planner shall be solely responsible for the same, and Landlord shall have no responsibility in conformance with Landlord’s construction rules and regulationsconnection therewith. Landlord’s approval 's review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant’s 's waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord's approval in its reasonable discretion of all plans, specifications and working drawings for the Alterations, a contractor to construct the Alterations shall create no responsibility or liability on be selected by Tenant from the part list of contractors approved by Landlord for their completenessor, design sufficiencyat Tenant's option, or compliance with all lawsexercisable by written notice to Landlord, rules and regulations of governmental agencies or authorities. All work with respect pursuant to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Propertycompetitive bidding process. If Tenant makes shall select a contractor from Landlord's list of approved contractors, then Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor. If Tenant shall elect to have a contractor selected by a competitive bidding process, then (i) Landlord shall solicit bids for construction of the Alterations from three (3) qualified, licensed and reputable contractors selected by Landlord (each of which contractors shall be notified in the bidding package of the requirement that, unless Landlord otherwise requires, the selected contractor shall use the fire, life safety subcontractor designated by Landlord), (ii) Landlord shall perform a reconciliation of the submitted bids to adjust for inconsistent or incorrect assumptions so that a like-kind comparison can be made and a low bid determined, and (iii) Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with the contractor wh submits the lowest bid. Tenant shall approve and deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. As used in this Lease, the "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county County in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “"as built” " drawings of the Alterations as well as all permit, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may imposeshall have the exclusive right, as a condition at Landlord’s option, but not the obligation, to make the Alterations at Tenant’s sole cost and expense. Prior to the commencement of its consent to all construction of any Alterations or repairs of the Premises or about the Premisesrepairs, such requirements as Landlord Tenant shall submit to Landlord, for Landlord’s review and approval in its reasonable discretion may deem desirablediscretion, includingall plans, but not limited tospecifications and working drawings relating thereto. Tenant, the requirement that Tenant utilize for such purposes only contractorsat its sole cost and expense, materialsshall retain an architect/space planner selected by Tenant, mechanics and materialmen reasonably approved by Landlord, to prepare such plans, specifications and working drawings; providedprovided that, howeverTenant shall also retain the engineering consultants designated by Landlord to prepare all plans and engineering working drawings, Landlord may impose such requirements as Landlord may determineif any, in its sole relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety and absolute discretion, with respect to any sprinkler work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work)Alterations. Tenant shall construct such Alterations cause each architect/space planner and perform such repairs engineer retained by Tenant to follow Landlord’s standard construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated by Landlord from time to time. Tenant and Tenant’s architect/space planner shall verify, in conformance with any the field, the dimensions and all applicable rules and regulations conditions as shown on the relevant portions of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located“Base Building” plans, and Tenant and Tenant’s architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in conformance with Landlord’s construction rules and regulationsconnection therewith. Landlord’s approval review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant’s waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications, and working drawings for the Alterations. Following Landlord’s approval in its reasonable discretion of all plans, specifications and working drawings for the Alterations, a contractor to construct the Alterations shall create no responsibility or liability on be selected by Tenant from the part list of contractors approved by Landlord for their completenessor, design sufficiencyat Tenant’s option, or compliance with all lawsexercisable by written notice to Landlord, rules and regulations of governmental agencies or authorities. All work with respect pursuant to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Propertycompetitive bidding process. If Tenant makes shall select a contractor from Landlord’s list of approved contractors, then Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor. If Tenant shall elect to have a contractor selected by a competitive bidding process, then (i) Landlord shall solicit bids for construction of the Alterations from three (3) qualified, licensed and reputable contractors selected by Landlord (each of which contractors shall be notified in the bidding package of the requirement that, unless Landlord otherwise requires, the selected contractor shall use the fire, life safety subcontractor designated by Landlord), (ii) Landlord shall perform a reconciliation of the submitted bids to adjust for inconsistent or incorrect assumptions so that a like kind comparison can be made and a low bid determined, and (iii) Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with the contractor who submits the lowest bid. Tenant shall approve and deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. As used in this Lease, the “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county County in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord in its reasonable discretion may deem desirabledesirable (and which are not inconsistent with the rights of Tenant under this Lease), including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, except that Landlord may impose such requirements as Landlord may determine, in its sole designate the contractors and absolute discretion, with respect subcontractors to any perform all work affecting the structural components of the Building Buildings or the Systems and Equipment (including designating specific provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work)work at competitive prices and pursuant to Tenant's reasonable scheduling requirements. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s 's reasonable, non-discriminatory construction rules and regulations. Landlord’s 's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to unreasonably obstruct access to the Building Buildings or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of in the Real Property, or interfere with the labor force working at on the Real Property. If In the event that Tenant makes any Alterations, Tenant agrees to carry “"Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, with respect to any Alterations to be made in Building C which cost in excess of $50,000.00 and with respect to any Alterations to be made in Building B which cost in excess of $150,000.00, if such Alterations are made by any Transferee of Tenant which is other than an Affiliate of Tenant, Landlord may, in its discretion, require Tenant such Transferee to obtain a lien and completion bond or bond, or, at such Transferee's option, some alternate form of security reasonably satisfactory to Landlord Landlord, in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of for the Real Property a reproducible copy of the “"as built” " drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord in its reasonable discretion may reasonably deem desirabledesirable (and which are not inconsistent with the rights of Tenant under this Lease and are consistent with the requirements of landlords of the Comparable Buildings), including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, except that Landlord may impose such requirements as Landlord may determine, in its sole designate the contractors and absolute discretion, with respect subcontractors to any perform all work affecting the structural components of the Building or the Systems and Equipment (including designating specific Equipment, provided, that such contractors to perform and subcontractors are reasonably available and charge reasonably competitive rates for such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is locatedof Los Angeles, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end so that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Real Property Project or the common areas for any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject, or interfere with the labor force working at on the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry or cause its contractor to carry “Builder’s All Risk” insurance in an amount approved by Landlord industry standard amounts covering the construction of such Alterations, and such other insurance as Landlord may requirereasonably require that is consistent with what landlords of the Comparable Buildings require for contractors, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In addition, with respect to any Alterations which cost in excess of $200,000.00, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or bond, or, at Tenant’s option, some alternate form of security reasonably satisfactory to Landlord Landlord, in an amount reasonably sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver or cause to be delivered to the management office of for the Real Property Building a reproducible copy of the “as built” drawings of the AlterationsAlterations (provided that Tenant shall not be required to deliver or cause to be delivered “as built” drawings for purely cosmetic changes that do not affect the layout of, or location of any improvements in, the Premises, such as the installation of new carpet or repainting). If Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from any and all ‘Claims (iiias defined in Section 10.1 below) deliver in connection with such failure by Tenant to Landlord evidence so record the Notice of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materialsCompletion as required hereunder.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablerequirements, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord’s reasonable construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In additionIf Landlord has reasonable cause therefor, then Landlord may, in its discretion, may require Tenant to obtain a lien and completion bond or some alternate form of security reasonably satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may imposeshall have the exclusive right, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, includingat Landlord's option, but not limited tothe obligation, to make the requirement that Tenant utilize for such purposes only contractorsAlterations at Tenant's sole cost and expense. If Landlord elects to make the Alterations pursuant to the immediately preceding sentence, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). then Tenant shall retain Landlord to construct such Alterations and perform such repairs in conformance with any and Landlord shall hold all applicable rules and regulations construction contracts. Prior to the commencement of construction of any federalAlterations or repairs, stateTenant shall submit to Landlord, county or municipal code or ordinance for Landlord's review and pursuant approval in its reasonable discretion, four (4) copies signed by Tenant of all plans, specifications and working drawings relating thereto. Tenant, at its sole cost and expense, shall retain an architect/space planner from a list provided by Landlord, to prepare such plans, specifications and working drawings; provided that, Tenant shall also retain the engineering consultants from a list provided by Landlord to prepare all plans and engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety and sprinkler work of the Alterations. Tenant shall be required to include in its contracts with the architect and the engineers a provision which requires ownership of all architectural and engineering drawings to be transferred to Tenant upon the substantial completion of the Alteration and Tenant hereby grants to Landlord a non-exclusive right to use such drawings, including, without limitation, a right to make copies thereof. Tenant shall cause each architect/space planner and engineer retained by Tenant to follow Landlord's standard construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated by Landlord from time to time. Tenant and Tenant's architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the "Base Building" plans, and Tenant and Tenant's architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. In addition, at Landlord's option, Landlord may submit Tenant's plans, specifications and working drawings to a valid third-party architect and/or engineer, selected by Landlord, for their review, at Tenant's sole cost and expense. Landlord's review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building permitcodes or other like matters. Accordingly, issued notwithstanding that any plans, specifications or working drawings are reviewed by the city in which the Real Property is locatedLandlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in conformance with Landlord’s construction rules connection therewith and regulations. Landlord’s approval of shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant’s 's waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord's approval in its reasonable discretion of all plans, specifications and working drawings for the Alterations, a contractor to construct the Alterations shall create no responsibility be selected by Tenant from the list of contractors provided by Landlord. Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor (the "Alteration Contract"), which costs form a basis for the amount of the Alteration Contract (the "Alteration Contract Amount"). Tenant shall approve and deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or liability arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. As used in this Lease, the "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the part of Landlord for their completeness, design sufficiency, floor or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that floors on which the Premises are located. The term "Base Building," as used in this Lease, shall at all times not be a complete unit except during deemed to have the period same meaning as the term "Base, Shell and Core," as the same is defined in Section 1 of workthe Tenant Work Letter. In performing the work of any such AlterationsAlterations for which Tenant is responsible, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants in the Project. In addition, any Alteration that requires the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord's reasonable rules, regulations, and restrictions, including the Real Propertyrequirement that any cabling vender must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All subcontractors, laborers, materialmen, and suppliers ("Tenant's Agents") used or interfere selected by Tenant shall be from a list supplied by Landlord. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county County in which the Real Property Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager (i) a reproducible copy of the “"as built” " drawings of the Alterations (provided that in the event that "as built" drawings are not reasonably available, Tenant shall be permitted to provide a copy of the approved drawings for the Alterations, marked with field modifications), (ii) a computer disc containing the same (to the extent reasonably available), and (iii) deliver all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Notwithstanding anything set forth in this Article 8 to the contrary, construction of an Alteration shall not commence until (a) the Alteration Contract has been fully executed and delivered to Landlord, (b) Tenant has procured, and delivered to Landlord evidence of paymenta copy of, contractors’ affidavits all applicable permits, and full and final waivers of all liens for labor, services or materials(c) Tenant has delivered to Landlord the "Alteration Amount," as that term is set fo1th in Section 8.3. below.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Santa Cxxxx, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an a commercially reasonable amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, in conjunction with Alterations costing in excess of $50,000.00 (but in no event with respect to Cosmetic Alterations), Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations (but expressly excluding Cosmetic Alterations), Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the PremisesTenant's right to perform any Alterations, such commercially reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, (i) the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen contractors reasonably approved by Landlord; provided, howeverand (ii) any Lines (including riser cables) installed by Tenant shall be (x) appropriately insulated to prevent excessive electromagnetic fields or radiation, (y) surrounded by a protective conduit reasonably acceptable to Landlord, and (z) identified in accordance with Landlord's Building standard requirements. Tenant shall be solely responsible for acquiring a permit for all Alterations, furnishing of a copy of such permit and approvals to Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect prior to any work affecting the structural components commencement of the Building work, and complying with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or Systems disturb Hazardous Materials, Tenant shall notify Landlord prior to performing such Alterations and Equipment (including designating specific contractors to perform comply with Landlord's reasonable rules and regulations concerning such work)Hazardous Materials. Tenant shall construct such all Alterations in a good and perform such repairs workmanlike manner, in conformance with any and all applicable rules Applicable Laws and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s 's construction rules and regulations. ; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s approval of the plans, specifications 's design parameters and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or Code compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of workissues. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment and despite the implementation of the Real Propertycommercially reasonable staging and scheduling efforts, or interfere would nevertheless disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees In addition to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Tenant's obligations under Article 10 9 of this Lease immediately Lease, upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, to the extent required by Applicable Law, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute. Tenant shall, promptly following the completion of any Alterations (including any Cosmetic Alterations) and request by Landlord, compile and deliver to Landlord a "close-out package" in such format reasonably designated by Landlord at the commencement of the particular Alteration (e.g., paper and/or electronic files) containing, without limitation, the following items (to the extent reasonably deemed necessary by Landlord for the particular Alterations): (a) as-built drawings and final record CAD drawings, (iib) deliver warranties and guarantees from all contractors, subcontractors and material suppliers, (c) all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, (d) an independent air balance report, if required due to the management office of the Real Property a reproducible copy of the “as built” drawings nature of the Alterations, (e) lien releases for all work performed at the Project, and (iiif) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services such other information or materialsmaterials as may be reasonably requested by Landlord.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s 's construction rules and regulations. Landlord’s 's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to co any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “"Builder’s 's All Risk” " insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the “"as built” " drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ ' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premisesany Alterations, such requirements as Landlord in its reasonable discretion may deem desirable, including, including (but not limited to, ): (a) the requirement that Tenant utilize only use for such purposes only contractors, materials, mechanics contractors selected by Tenant and materialmen approved by Landlord (which approval shall not be unreasonably withheld); and (b) Tenant shall only use subcontractors of Landlord; provided’s selection to perform all work that may affect the Building systems and equipment, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components aspects of the Building Building, or Systems and Equipment (including designating specific contractors to perform such work)exterior appearance of the Building. Tenant shall construct such all Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance Laws and pursuant to a valid building permit, issued by the city in which the Real Property property is located, located and in conformance accordance with Landlord’s construction rules and regulations. Landlord’s approval of the Any Alterations shall be performed in conformance with plans, specifications and working drawings for Tenant(“Plans”) first approved by Landlord in writing. Landlord’s Alterations approval of the Plans shall create no responsibility or liability on the Landlord’s part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authoritiesLaws. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such AlterationsLandlord, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligeeto be protected under the instrument. Upon completion of any Alterations, Tenant shall (i) Xxxxxx agrees to cause a Notice of Completion to be recorded in the office applicable Office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California applicable law or any successor statute, (ii) statute and Tenant shall deliver to the Building management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Palo Alto, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas Common Areas for any other tenant of the Real PropertyBuilding, and as not to obstruct the business of Landlord or other tenants of the Real PropertyBuilding, or interfere with the labor force working at the Real PropertyBuilding. If Tenant makes any Alterations, Tenant agrees to carry a commercial general liability insurance policy, as well as “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and or cause its general contractor to carry such other insurance as Landlord may requireinsurance, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, with respect to Alterations costing in excess of One Hundred Thousand Dollars ($100,000) per project, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may imposeshall have the exclusive right, as a condition at Landlord’s option, but not the obligation, to make the Alterations at Tenant’s sole cost and expense. Prior to the commencement of its consent to all construction of any Alterations or repairs of the Premises or about the Premisesrepairs, such requirements as Landlord Tenant shall submit to Landlord, for Landlord’s review and approval in its reasonable discretion may deem desirablediscretion, includingall plans, but not limited tospecifications and working drawings relating thereto. Tenant, the requirement that Tenant utilize for such purposes only contractorsat its sole cost and expense, materialsshall retain an architect/space planner selected by Tenant, mechanics and materialmen reasonably approved by Landlord, to prepare such plans, specifications and working drawings; providedprovided that, howeverTenant shall also retain the engineering consultants designated by Landlord to prepare all plans and engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety and sprinkler work of the Alterations. Tenant shall cause each architect/space planner and engineer retained by Tenant to follow Landlord’s standard construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated in writing by Landlord from time to time. Tenant and Tenant’s architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the “Base Building” plans, and Tenant and Tenant’s architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith, In addition, at Landlord’s option, Landlord may impose such requirements as Landlord may determinesubmit Tenant’s plans, in its sole specifications and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant working drawings to a valid building permitthird-party architect and/or engineer, issued selected by the city in which the Real Property is locatedLandlord, for their review, at Tenant’s sole cost and in conformance with Landlord’s construction rules and regulationsexpense. Landlord’s approval review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant’s waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord’s approval in its reasonable discretion of all plans, specifications and working drawings for the Alterations, a contractor to construct the Alterations shall create no responsibility be selected by Tenant from the list of contractors approved by Landlord. Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor. Tenant shall approve and deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or liability arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. As used in this Lease, the “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the part of Landlord for their completeness, design sufficiency, floor or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that floors on which the Premises shall at all times be a complete unit except during the period of workare located. In performing the work of any such AlterationsAlterations for which Tenant is responsible, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county County in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “as built” drawings of the Alterations in CAD format as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen management selected by Tenant and approved by LandlordLandlord (which approval shall not be unreasonably withheld); provided, however, Landlord that Tenant shall utilize subcontractors of Landlord's selection to perform all work that may impose such requirements as Landlord may determineaffect the Project systems and equipment, in its sole and absolute discretion, with respect to any work affecting the structural components aspects of the Building Project, the "Base, Shell and Core" (as defined in the Work Letter), or Systems and Equipment (including designating specific contractors to perform such work)exterior appearance of the Project or Project Common Areas. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, City of Novato and in conformance with Landlord’s 's reasonable construction rules and regulations. Any Alterations (other than Permitted Alterations) shall be performed in conformance with plans, specifications and working drawings first approved by Landlord not to be unreasonably withheld, conditioned or delayed. Landlord shall approve or disapprove any proposed plans, specifications and working drawings (collectively, "Plans") within ten (10) business days after Tenant's request for approval. If Landlord fails to notify Tenant of Landlord’s 's approval or disapproval of any such Plans within such ten (10) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a "Second Request") that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: "THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 7.2 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE PLANS DESCRIBED HEREIN, AND TENANT MAY COMMENCE THE ALTERATIONS DESCRIBED IN THE PLANS." If Landlord fails to respond to such Second Request within five (5) business days after receipt by Landlord, the plans in question shall be deemed approved by Landlord, and Tenant may, subject to the other provisions of this Article 7, commence the Alterations described in such plans. Landlord's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas Project for any other tenant lessee of the Real PropertyProject, and as not to obstruct the business of Landlord or other tenants of lessees in the Real PropertyProject, or interfere with the labor force working at in the Real PropertyProject. If In the event that Tenant makes any Alterations, Tenant agrees to carry “"Builder’s 's All Risk” " insurance in an amount approved by Landlord commercially reasonable amounts covering the construction of such Alterations, and such other commercially reasonable insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease 9 immediately upon completion thereof. In addition, with respect to Alterations costing in excess of $100,000.00, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office Office of the Recorder of the county in which the Real Property is located County of Marin in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) statute and Tenant shall deliver to the Building management office of the Real Property a reproducible copy of the “"as built” " drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may imposeshall have the exclusive right, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, includingat Landlord’s option, but not limited tothe obligation, the requirement upon Tenant’s request that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work), to make the Alterations at Tenant’s sole cost and expense. If Landlord elects to make the Alterations pursuant to the immediately preceding sentence, then Tenant shall retain Landlord to construct such Alterations and perform such repairs in conformance with any and Landlord shall hold all applicable rules and regulations construction contracts. Prior to the commencement of construction of any federalAlterations or repairs, stateTenant shall submit to Landlord, county or municipal code or ordinance for Landlord’s review and pursuant approval in its reasonable discretion, four (4) copies signed by Tenant of all plans, specifications and working drawings relating thereto. Tenant, at its sole cost and expense, shall retain an architect/space planner selected by Tenant, and reasonably approved by Landlord, to prepare such plans, specifications and working drawings; provided that, Tenant shall also retain the engineering consultants reasonably approved by Landlord to prepare all plans and engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, life safety and sprinkler work of the Alterations. Tenant shall be required to include in its contracts with the architect and the engineers a provision which requires ownership of all architectural and engineering drawings to be transferred to Tenant upon the substantial completion of the Alteration and Tenant hereby grants to Landlord a non-exclusive right to use such drawings, including, without limitation, a right to make copies thereof. Tenant shall cause each architect/space planner and engineer retained by Tenant to follow Landlord’s reasonable standard construction administration procedures and to utilize the standard specifications and details for the Building (unless otherwise approved by Landlord), all as promulgated by Landlord from time to time. Tenant and Tenant’s architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the “Base Building” plans, and Tenant and Tenant’s architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. In addition, at Landlord’s option, Landlord may submit Tenant’s plans, specifications and working drawings to a valid building permitthird-party architect and/or engineer, issued selected by the city in which the Real Property is locatedLandlord, for their review, at Tenant’s sole cost and in conformance with Landlord’s construction rules and regulationsexpense. Landlord’s approval review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant’s waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord’s approval in its reasonable discretion of all plans, specifications and working drawings for the Alterations, a contractor to construct the Alterations shall create no responsibility or liability on be selected by Tenant and reasonably approved by Landlord. Landlord shall provide to Tenant an itemized statement of costs, as set forth in the part proposed contract with such contractor Tenant shall approve and deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord for their completenessshall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, design sufficiencyand (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to 811311.04/WLA 378421-00002/2-14-20/mem/mem -22- 000 XXXXXXX XXXXXXXXX [Akero Therapeutics, Inc.] construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or compliance with all lawsarising out of the construction of, rules and regulations of governmental agencies or authoritiesthe Alterations. All work with respect to In the event Tenant requests any Alterations must be done in a good and workmanlike manner and diligently prosecuted the Premises which require or give rise to completion governmentally required changes to the end “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Premises Base Building. As used in this Lease, the “Base Building” shall at all times be a complete unit except during mean the period of workBuilding Structure and the Building Systems. In performing the work of any such AlterationsAlterations for which Tenant is responsible, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to unreasonably obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county County in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “as built” drawings of the Alterations in CAD format as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may imposeshall have the exclusive right, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, includingat Landlord’s option, but not limited tothe obligation, to make the requirement that Tenant utilize for such purposes only contractorsAlterations at Tenant’s sole cost and expense, materials, mechanics and materialmen approved by Landlord; provided, however, that if Landlord may impose elects to make any such requirements as Alteration, Landlord may determine, in its sole and absolute discretion, hereby agrees that (a) the cost to Tenant of such Alteration shall be reasonably priced vis-à-vis the cost to Tenant if Tenant had contracted directly for such Alteration with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors another qualified general contractor approved by Landlord to perform work in the Project, and (b) the time period required to construct such work)Alteration shall not be materially longer than the time period required to construct such Alteration had Tenant contracted directly for such Alteration with a qualified general contractor approved by Landlord. If Landlord elects to make the Alterations pursuant to the immediately preceding sentence, then Landlord shall inform Tenant of such election within five (5) business days following the date upon which Tenant requests Landlord consent to such Alteration pursuant to Section 8.1 of this Lease, above, and Tenant shall retain Landlord to construct such Alterations and Landlord shall hold all applicable construction contracts. If Landlord does not elect to perform any such Alteration (which Alteration has otherwise been approved by Landlord), then Tenant shall perform such repairs in conformance with any and all Alteration pursuant to the terms of this Article 8, to the extent applicable rules and regulations as reasonably determined by Landlord. Prior to the commencement of construction of any federalAlterations or repairs, stateTenant shall submit to Landlord, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with for Landlord’s construction rules review and regulationsapproval in its reasonable discretion, four (4) copies signed by Tenant of all plans, specifications and working drawings relating thereto. Landlord shall review and approve or disapprove all such plans, specifications and working drawings within fifteen (15) days following the date upon which Tenant submits the same to Landlord’s approval , except that Landlord shall have fifteen (15) business days following the date upon which Tenant submits the same to Landlord to review and approve such plans, specifications and working drawings in the event that the nature of the Alterations or repairs is such that (I) review of the plans, specifications and working drawings related thereto cannot reasonably be completed within fifteen (15) days, or (II) Landlord needs to send the plans, specifications and working drawings out for third-party review; provided, however, if Landlord disapproves of any such plans, specifications or working drawings, then Landlord shall set forth with reasonable specificity the grounds for such disapproval. Tenant, at its sole cost and expense, shall retain an architect/space planner subject to Landlord’s reasonable approval, to prepare such plans, specifications and working drawings; provided that, Tenant shall retain the engineering consultants from a list of at least three (3) names provided by Landlord to prepare all plans and engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, life-safety and sprinkler work of the Alterations. Tenant shall be required to include in its contracts with the architect and the engineers a provision which requires ownership of all architectural and engineering drawings to be transferred to Tenant upon the substantial completion of the Alteration and Tenant hereby grants to Landlord a non-exclusive right to use such drawings, including, without limitation, a right to make copies thereof. Tenant shall cause each architect/space planner and engineer retained by Tenant to follow Landlord’s reasonable and non-discriminatory construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated by Landlord from time to time. Tenant and Tenant’s architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the Base Building plans, and Tenant and Tenant’s architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. In addition, in the event that Tenant retains an architect/space planner that is not on Landlord’s list of designated or approved architects/space planners for the Building, then at Landlord’s option, Landlord may submit Tenant’s plans, specifications and working drawings to a third-party architect and/or engineer, selected by Landlord, for their review, at Tenant’s sole cost and expense. Landlord’s review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant’s waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord’s approval in its reasonable discretion of all plans, specifications and working drawings for the Alterations, a contractor to construct the Alterations shall create no responsibility or liability be selected by Tenant and approved by Landlord (except that Landlord shall have the right to designate contractors to perform the work of the Major Trades) to perform work at the Project, provided that Tenant shall have the right to require multiple contractors on Landlord’s list to bid the part of project; and provided, further, that if Landlord elects to make the Alterations, then (A) Landlord shall obtain competitive bids from at least three (3) qualified general contractors approved by Landlord to perform work in the Building; (B) Landlord shall require such general contractors to obtain competitive bids for their completeness, design sufficiency, or compliance with each major trade (as reasonably determined by Landlord) from at least three (3) subcontractors approved by Landlord to perform work in the Building; (C) Tenant shall have the right to review all laws, rules bids and regulations of governmental agencies or authorities. All work to select any bidder (except with respect to Material Alterations, in which event Landlord shall have the right to select the bidder); (D) the construction contract shall expressly acknowledge that Tenant is a third-party beneficiary thereunder and shall authorize Tenant to directly enforce all warranties or guarantees; and (E) Landlord shall use commercially reasonable efforts to enforce the terms of the construction contract. Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor (the “Alteration Contract”), which costs form a basis for the amount of the Alteration Contract (the “Alteration Contract Amount”). Tenant, in consultation with Landlord, shall review the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and upon receipt of Tenant’s approval of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord shall execute a commercially reasonable construction contract with the contractor which shall guaranty, on commercially reasonable terms, that the Alterations shall be free from defects in workmanship and materials for a period of at least one (1) year from the date of substantial completion, and Landlord shall, at Landlord’s cost and expense, cause any defects in workmanship or materials which are discovered within such one (1) year time period to be promptly corrected. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations. Subject to Landlord’s obligation to correct defects in workmanship or materials which are discovered within one (1) year following substantial completion of the Alteration, as set forth above, and subject to any liability arising under Section 10.1, below, Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations (provided that Landlord shall reimburse Tenant for the amount of any commercially reasonable deductible actually paid by Tenant under the insurance required under the terms of Sections 8.4 and 10.14, below). In the event Tenant requests any Alterations must be done in a good and workmanlike manner and diligently prosecuted the Premises which require or give rise to completion governmentally required changes to the end “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Premises Base Building; provided that in the event that Tenant’s request for approval of any Alteration shall indicate Tenant’s desire for Landlord to notify Tenant of any such Base Building changes, Landlord shall notify Tenant (to the extent Landlord is then aware of any such required changes), in its approval of such Alterations (if applicable), and Tenant shall be permitted, at all times its option, to promptly elect to not have the Alterations performed. As used in this Lease, the “Base Building” shall of the Building Structure and the Building Systems. The term “Base Building,” as used in this Lease, shall not be a complete unit except during deemed to have the period same meaning as the term “Base, Shell and Core,” as the same is defined in Section 1 of workthe Tenant Work Letter. In performing the work of any such AlterationsAlterations for which Tenant is responsible, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project. In addition, any Alteration that requires the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the Real Propertyrequirement that any cabling vender must be selected from a list of at least three (3) names approved by Landlord to perform work at the Project, and that the amount and location of any such cabling must be approved by Landlord, which approval shall not be unreasonably withheld, conditioned or interfere delayed. All subcontractors, laborers, materialmen, and suppliers (“Tenant’s Agents”) used or selected by Tenant shall be from a list of at least three (3) names for each major trade approved by Landlord to perform work at the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county County in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager (1) a reproducible copy of the “as built” drawings of the Alterations (provided that in the event that “as built” drawings are not reasonably available, Tenant shall be permitted to provide a copy of the approved drawings for the Alterations, marked with field modifications), (2) a computer disc containing the same (to the extent reasonably available), and (iii3) deliver all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Notwithstanding anything set forth in this Article 8 to the contrary, construction of an Alteration shall not commence until (x) the Alteration Contract has been fully executed and delivered to Landlord, and (y) Tenant has procured, and delivered to Landlord evidence of paymenta copy of, contractors’ affidavits and full and final waivers of all liens for labor, services or materialsapplicable permits.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by LandlordLandlord (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, however that such removal obligations shall be specified by Landlord may impose such requirements as at the time that Landlord may determine, in its sole and absolute discretion, with respect consents to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authoritiesrequested Alterations. All work with respect to any Alterations must be done in a good and workmanlike manner in compliance with all applicable laws and with Landlord’s commercially reasonable construction rules and regulations, and diligently prosecuted to completion to completion. Landlord shall not require that union labor be used in the end that construction of the Premises shall at all times be a complete unit except during the period of workTenant Improvements or any Alterations. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas Common Areas for any other tenant of the Real PropertyBuilding, and as not to obstruct the business of Landlord or other tenants of in the Real PropertyBuilding, or unreasonably interfere with the labor force working at in the Real PropertyBuilding. If In the event that Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, unless Tenant meets the Net Worth Hurdle described in the second sentence of Section 21.4 below, for work that costs in excess of Five Million Dollars ($5,000,000), Landlord may, in its commercially reasonable discretion, require Tenant to obtain a lien and completion bond or some alternate form of security reasonably satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Project management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's written request made at the time of Landlord’s consent to such Alterations, Tenant utilize for shall, at Tenant's expense, remove such purposes Alterations upon the expiration or any early termination of the Lease Term, only contractors, materials, mechanics and materialmen approved by if such Alterations are Specialty Improvements. Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, 's determination with respect to removal of any such Specialty Improvements shall include the extent to which Landlord shall require Tenant to perform any work affecting to return the structural components affected portion of the Building Premises to the condition existing prior to such Specialty Improvement, reasonable wear and tear excepted. For the avoidance of doubt, Tenant shall only be responsible for removing Specialty Improvements (hereafter defined), if at the time of its consent to such Specialty Improvements, Landlord advises in writing in its consent that Tenant is obligated to remove such Specialty Improvements at the expiration of the Term. “Specialty Improvements” means, collectively, any alterations, additions or Systems and Equipment (including designating specific contractors improvements to perform such work)the Premises which are not typical alterations, additions or improvements found in Comparable Buildings. Tenant shall not be required to remove any other Alterations at surrender of the Premises. 792986.06/WLA 186772-00003/2-28-19/gjn/gjn -20- Xxxxxxx Xxxx Development, LLC [285 East Grand Avenue] [Unity Biotechnology, Inc.] Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance Applicable Laws and pursuant to a valid building permit, issued by the city in which the Real Property Building is locatedlocated (or other applicable governmental authority). Tenant shall not use (and upon notice from Landlord shall cease using) contractors, and services, workmen, labor, materials or equipment that, in conformance Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations which are subject to Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterationsconsent under this Article 8, Tenant shall have the deliver to Landlord final lien waivers from all contractors, and material subcontractors who performed such work performed in such manner as not to obstruct access to the Building or Real Property or extent required by Applicable Law. In addition to Tenant's obligations under Article 9 of this Lease, to the common areas for any other tenant extent required by Applicable Law, upon completion of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Mateo in accordance with Section 3093 of the Civil Code of the State of California or any successor statute. Upon written request, (ii) Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “any "as built” " drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may imposeTenant shall have obtained Landlord's approval of all plans, as a condition specifications, drawings, contractors and subcontractors prior to the commencement of its consent to all Alterations or repairs Tenant's construction of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by LandlordAlterations; provided, however, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work (but only if such Landlord may impose designated contractors are price competitive), and such requirements work shall be performed at Tenant's cost. Tenant agrees to carry "Builder's All Risk" insurance in a commercially reasonable amount covering the construction of such Alterations, and such other insurance as Landlord may determinerequire. Tenant shall pay to Landlord, in its sole as additional rent, the reasonable costs of Landlord's engineers and absolute discretionother consultants for review of all plans, with respect specifications and working drawings for the Alterations, within ten (10) business days after Tenant's receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) days after completion of any work affecting Alterations, the structural components actual, reasonable costs incurred by Landlord for services rendered by Landlord's management personnel and engineers to coordinate and/or supervise any of the Building Alterations to the extent such services are provided in excess of or Systems after the normal on-site hours of such engineers and Equipment (including designating specific contractors to perform such work)management personnel. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws and pursuant to a valid building permit, issued by the city in which the Real Property is locatedappropriate governmental authorities (if required), and in conformance with Landlord’s any reasonable construction rules and regulationsregulations imposed by Landlord and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Common Areas, Tenant shall, as Additional Rent, reimburse Landlord for the reasonable costs thereof (including third-party costs) incurred by Landlord within thirty (30) days following Tenant's receipt of a reasonably-detailed invoice describing such costs actually incurred by Landlord. Landlord’s 's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion (or equivalent) to be posted (if applicable) and recorded in the office of the Recorder of the county County in which the Real Property Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statuteall applicable state statutes, (ii) and Tenant shall deliver to the Building management office of the Real Property a reproducible copy of the “"as built” " drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (including, California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Real Property Project is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property Project or the common areas for any other tenant of the Real PropertyProject, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Project a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its to Tenant's right to perform any Alterations for which Landlord's prior consent to all Alterations or repairs of the Premises or about the Premisesis required, such requirements as Landlord in its reasonable discretion consistent with landlords of Comparable Buildings may deem desirable, including, but not limited to, (i) the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and reasonably approved by Landlord; provided, however, Landlord may impose (ii) that Tenant enter into a construction contract that includes Landlord's then-standard commercially reasonable construction rider (or such requirements other construction rider as Landlord may determinereasonably require), which rider shall include, among other things, Landlord's commercially reasonable insurance and indemnity requirements, and (iii) any Cabling (including riser cables) installed by Tenant shall be (x) appropriately insulated to prevent excessive electromagnetic fields or radiation, (y) surrounded by a protective conduit reasonably acceptable to Landlord, and (z) identified in its sole accordance with Landlord's Building standard requirements. Tenant shall be solely responsible for acquiring a permit for all Alterations, furnishing of a copy of such permit and absolute discretion, with respect approvals to any work affecting Landlord prior to the structural components commencement of the Building work, and complying with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or Systems disturb Hazardous Materials, Tenant shall notify Landlord prior to performing such Alterations and Equipment (including designating specific contractors to perform comply with Landlord's reasonable non-discriminatory rules and regulations concerning such work)Hazardous Materials. Tenant shall construct such all Alterations in a good and perform such repairs workmanlike manner, in conformance with any and all applicable rules Applicable Laws and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s 's reasonable written construction rules and regulations. Landlord’s approval of the plans; provided, specifications however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Xxxxxxxx's design parameters and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or Code compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of workissues. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall retain any union trades to the extent designated by Landlord. Further, Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees In addition to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Tenant's obligations under Article 10 9 of this Lease immediately Lease, upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute. Tenant shall, promptly following the completion of any Alterations (including any Cosmetic Alterations), compile and deliver to Landlord a "close-out package" in such format designated by Landlord (e.g., paper and/or electronic files) containing, without limitation, the following items (to the extent deemed necessary by Landlord for the particular Alterations): (a) as-built drawings and final record CAD drawings, (iib) deliver warranties and guarantees from all contractors, subcontractors and material suppliers, (c) all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, (d) an independent air balance report, if required due to the management office of the Real Property a reproducible copy of the “as built” drawings nature of the Alterations, (e) lien releases for all work performed at the Project, and (iiif) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services such other information or materialsmaterials as may be reasonably requested by Landlord.

Manner of Construction. Any time Tenant proposes to make an Alteration which requires the consent of Landlord, Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premisessuch consent, such reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request made at the time such consent is granted, Tenant shall utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components provided that Tenant shall utilize a contractor of the Building or Systems and Equipment (including designating specific contractors Landlord's selection to perform all work for Alterations that constitute a Design Problem; provided that Landlord shall cause such work)contractor to charge Tenant for such work an amount equal to the costs that comparable first-class, reputable and reliable contractors would have charged Tenant if selected pursuant to competitive bidding procedures. Tenant shall construct such all Alterations and perform such any repairs undertaken by Tenant in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Los Angeles, and in conformance with Landlord’s 's reasonable construction rules and regulations. Landlord’s 's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities, but, subject to Tenant's obligation to carry out all Alteration work in compliance with the provisions of this Article 8, shall constitute Landlord's approval of such Alteration. All A1l work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real PropertyBuilding, and as not to obstruct the business of Landlord or other tenants of in the Real PropertyBuilding, or interfere with the labor force working at in the Real PropertyBuilding. If Tenant makes In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Building management office of the Real Property a reproducible an electronic copy of the “as built” drawings record set of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materialsAlteration drawings.

Manner of Construction. Landlord may imposeshall have the exclusive right, as a condition at Landlord's option, but not the obligation, to make the Alterations at Tenant's sole cost and expense. Prior to the commencement of its consent to all construction of any Alterations or repairs of the Premises or about the Premisesrepairs, such requirements as Landlord Tenant shall submit to Landlord, for Landlord's review and approval in its reasonable discretion may deem desirablediscretion, includingall plans, but not limited tospecifications and working drawings relating thereto. Tenant, the requirement that Tenant utilize for such purposes only contractorsat its sole cost and expense, materialsshall retain an architect/space planner selected by Tenant, mechanics and materialmen reasonably approved by Landlord, to prepare such plans, specifications and working drawings; providedprovided that, howeverTenant shall also retain the engineering consultants designated by Landlord to prepare all plans and engineering working drawings, Landlord may impose such requirements as Landlord may determineif any, in its sole relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety and absolute discretion, with respect to any sprinkler work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work)Alterations. Tenant shall construct such Alterations cause each architect/space planner and perform such repairs engineer retained by Tenant to follow Landlord's standard construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated by Landlord from time to time. Tenant and Tenant's architect/space planner shall verify, in conformance with any the field, the dimensions and all applicable rules and regulations conditions as shown on the relevant portions of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located"Base Building" plans, and Tenant and Tenant's architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in conformance with Landlord’s construction rules and regulationsconnection therewith. Landlord’s approval 's review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant’s 's waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord's approval in its reasonable discretion of all plans, specifications and working drawings for the Alterations, a contractor to construct the Alterations shall create no responsibility or liability on be selected by Tenant from the part list of contractors approved by Landlord for their completenessor, design sufficiencyat Tenant's option, or compliance with all lawsexercisable by written notice to Landlord, rules and regulations of governmental agencies or authorities. All work with respect pursuant to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Propertycompetitive bidding process. If Tenant makes shall select a contractor from Landlord's list of approved contractors, then Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor. If Tenant shall elect to have a contractor selected by a competitive bidding process, then (i) Landlord shall solicit bids for construction of the Alterations from three (3) qualified, licensed and reputable contractors selected by Landlord (each of which contractors shall be notified in the bidding package of the requirement that, unless Landlord otherwise requires, the selected contractor shall use the fire, lifesafety subcontractor designated by Landlord), (ii) Landlord shall perform a reconciliation of the submitted bids to adjust for inconsistent or incorrect assumptions so that a like-kind comparison can be made and a low bid determined, and (iii) Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with the contractor who submits the lowest bid. Tenant shall approve and deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. As used in this Lease, the "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. The term "Base Building," as used in this Lease, shall not be deemed to have the same meaning as the term "Base, Shell and Core," as the same is defined in Section 1 of the Tenant Work Letter. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county County in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “"as built” " drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Prior to starting any work, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord; names of contractors reasonably acceptable to Landlord (provided that Landlord may imposedesignate specific contractors with respect to Building Systems); copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord; and any security for performance that is reasonably required by Landlord. Changes to the plans and specifications must also be submitted to Landlord for its approval. Tenant shall utilize only competent contractors, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractorssubcontractors, materials, mechanics and materialmen reasonably approved by Landlord; providedLandlord for the construction of any Alterations, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work)which approval shall not be unreasonably withheld. Tenant shall construct such Alterations and perform such repairs (a) at Tenant’s sole cost; (b) in conformance accordance with any plans and specifications approved by Landlord, the terms of this Lease, all applicable Laws and Landlord’s construction rules and regulations regulations; (c) without interference with the operation of any federalLandlord or other occupants of the Building; and (d) in a good and workmanlike manner, state, county or municipal code or ordinance using quality materials and pursuant to a valid building permit, issued by the city City of Rolling Xxxxxxx. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Real Property is locatedBase Building, and in conformance with then Landlord shall, or, at Landlord’s construction rules option, Tenant shall, in either case at Tenant’s expense, make such changes to the Base Building and regulationsTenant shall reimburse Landlord as Additional Rent, upon demand, for such expense. In the event Tenant must perform any Alterations in another tenant’s premises or in the event Tenant must perform any Alterations that require access to another tenant’s premises, then Landlord shall, or, at Landlord’s approval of the plansoption, specifications and working drawings for Tenant shall, in either case at Tenant’s expense, either perform such Alterations in such other tenant’s premises or access such other tenant’s premises, as necessary, to perform such Alterations and Tenant shall create no responsibility reimburse Landlord as Additional Rent, upon demand, for such expense. Tenant shall use good faith efforts to avoid any action which would cause any Labor Dispute. If any action or liability inaction on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in Tenant Related Party causes a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such AlterationsLabor Dispute, Tenant shall have take any actions necessary to resolve such Labor Dispute, including without limitation having any pickets removed and, at the request of Landlord, terminating any work being performed in the Premises giving rise to such manner Labor Dispute, until such time as Landlord shall have given its written consent for the resumption of such work (which consent shall not be unreasonably withheld), and Tenant shall have no Claim for damages of any nature against any of the Landlord Related Parties in connection therewith, nor shall the Lease Commencement Date be extended as a result thereof. In addition to obstruct access to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations which affect the Building Systems or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any AlterationsBuilding Structure, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of cause such Alterations, and such other insurance notices as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant necessary to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon evidence completion of any Alterations, work undertaken by Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located Cook County of in accordance with Section 3093 of the Civil Code Laws of the State of California or any successor statuteIllinois, (ii) and Tenant shall deliver to the Property management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, all permits, approvals and (iii) deliver to Landlord evidence of paymentother documents issued by any governmental agency in connection with the Alterations, contractors’ affidavits and Xxxxxx’s affidavit, completion affidavits, contractor’s sworn statements, full and final waivers of lien and receipted bills covering all liens for labor, services labor and materials and any other documentation required by any Mortgagee or materialsLandlord’s title insurance company.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement made at the time such consent is granted, which shall apply only to improvements which landlords of comparable office buildings generally do not permit tenants to leave in their premises upon the expiration or earlier termination of their lease, that Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term if such Alteration would be deemed an Extraordinary Improvement as such term is defined in the Second Amendment, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with . With respect to any Alterations installed in the Premises under the Original Lease, Landlord hereby waives any right to require that Tenant remove such Alterations upon the expiration or any early termination of this Lease Term, except in the event that, solely in connection with the improvements to be constructed pursuant to the Second Amendment, Landlord has provided written notice to Tenant prior to the Commencement Date of this Lease that Landlord will require removal of a particular Extraordinary Improvement. A contractor of Landlord’s selection shall perform all work affecting that may affect the Systems and Equipment, structural components aspects of the Building or Systems exterior appearance of the Building; provided that Landlord shall cause the contractor to charge Tenant for such work an amount equal to the costs that competitive first-class, reputable and Equipment reliable contractors would have charged Tenant (including designating specific contractors to perform but not necessarily the lowest available), and such work)work shall be performed at Tenant’s cost. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is located, and all in conformance with Landlord’s reasonable construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner manner, and in compliance with Landlord’s Construction Package attached hereto as Exhibit C and incorporated herein by this reference, and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the Warner Center III\Health Net\JS\December 22, 2003 work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject, or interfere with the labor force working at in the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees In addition to carry “BuilderTenant’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 obligations under Section 19.18 of this Lease immediately Lease, upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Project management office of the Real Property a reproducible reproducible, full-sized copy of the “as built” drawings (1/8 inch = 1 foot scale) of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen approved by Landlord; provided, howeverthe requirement that upon Landlord’s request, Landlord may impose Tenant shall, at Tenant’s expense, remove such requirements as Landlord may determine, in its sole and absolute discretion, with respect to Alterations upon the expiration or any work affecting the structural components early termination of the Building or Systems and Equipment (including designating specific contractors to perform such work)Lease Term. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and located all in conformance with Landlord’s construction rules and regulations. ; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s approval design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the structural portions of the plansBuilding, specifications and working drawings for then Landlord shall, at Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completenessexpense, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of workmake such changes. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder recorder of the county in which the Real Property Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request (made at the time Landlord gives its consent to the proposed Alterations, if Tenant requests in writing that Landlord identify whether or not such Alterations must be removed upon the expiration or earlier termination of this Lease), Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner manner, by properly licensed and insured contractors, in compliance with all applicable laws and with Landlord’s construction rules and regulations, and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to unreasonably obstruct access to the Building or Real Property Project or the common areas for any other tenant of the Real PropertyBuilding, and as not to unreasonably obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at in the Real PropertyProject. If In the event that Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form may post notices of security satisfactory to Landlord in an amount sufficient to ensure non-responsibility at the lien-free completion of such Alterations and naming Landlord as a co-obligeePremises and/or on the Building. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Building management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and Alterations (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens including Alterations for labor, services or materialswhich Landlord’s consent is not required under Section 8.1 above).

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request (made at the time Landlord gives its consent to the proposed Alterations, if Tenant requests in writing that Landlord identify whether or not such Alterations must be removed upon the expiration or earlier termination of this Lease), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved selected by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner manner, by properly licensed and insured contractors, in compliance with all applicable laws and with Landlord's construction rules and regulations, and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to unreasonably obstruct access to the Building or Real Property Project or the common areas for any other tenant of the Real PropertyBuilding, and as not to unreasonably obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at in the Real PropertyProject. If In the event that Tenant makes any Alterations, Tenant agrees to carry “"Builder’s 's All Risk” " insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon ---------- completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form may post notices of security satisfactory to Landlord in an amount sufficient to ensure non-responsibility at the lien-free completion of such Alterations and naming Landlord as a co-obligeePremises and/or on the Building. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Building management office of the Real Property a reproducible copy of the “"as built” " drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, desirable with respect to any work affecting the structural components of the Building or the Systems and Equipment (including designating specific contractors to perform such workwork and requiring Tenant to comply with the terms of the Project Stabilization Agreement for the Bay Area Headquarters Project, made and entered into the 14th day of June 2012 (the “Stabilization Agreement”), between Landlord, together with any prime contractor and subcontractors at all tiers, and the San Francisco Building & Construction Trades Council and its affiliated local unions who have executed the Stabilization Agreement). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance Laws and pursuant to a valid building permit, issued by the city in which the Real Property is located, City and in conformance with Landlord’s construction rules and regulationsCounty of San Francisco. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authoritiesLaws. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real PropertyCommon Area, and as not to obstruct the business of Landlord or Landlord, other tenants or occupants of the Real PropertyBuilding, or interfere with the labor force working at the Real PropertyBuilding, or disrupt labor relations at the Building. If Tenant makes any Alterations, Tenant agrees to shall carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in the event Tenant’s financial condition has materially deteriorated from its discretionfinancial condition as of the Effective Date, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-lien free completion of such Alterations and naming Landlord as a co-obligee. ); provided, however, that the foregoing bond/security requirement shall not be required in connection with: (I) Cosmetic Alterations or (II) the Tenant Improvements to be performed by Tenant pursuant to Exhibit B. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located City and County of San Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Landlord or its facility operator a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.. Tenant shall pay to Landlord within thirty (30) days of written demand a construction supervision fee to reimburse Landlord for its administrative and managerial time and effort in an amount equal to the sum of: (A) five percent (5%) of the total hard costs of Alterations for the first Two Hundred Fifty Thousand Dollars ($250,000) in hard costs, and (B) an amount equal to three percent (3%) of the total hard costs of such Alterations in excess of Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that the foregoing construction supervision fee shall not be payable in connection with: (x) Cosmetic Alterations or (y) the Tenant Improvements to be performed by Tenant pursuant to Exhibit B.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such reasonable requirements as Landlord consistent with the requirements of landlords of Comparable Buildings (provided that the same shall in its reasonable discretion may deem desirable, including, but not limited to, any event be consistent with the requirement that Tenant utilize for such purposes only contractors, materials, mechanics terms and materialmen approved by Landlordconditions of this Lease); provided, however, that in no event will Landlord require that the Original Tenant executing this Lease or an Affiliate Assignee provide a completion and/or performance bond in connection with any such Alterations; provided further, however, that Landlord may impose require any such requirements as bonds for any Alterations requested by any other of Original Tenant’s Transferees. If any Alterations will involve the use of or disturb any Hazardous Material existing in the Premises, Tenant shall comply with Landlord’s reasonable rules and regulations concerning such Hazardous Material; provided, however, if such Hazardous Material existed in the Premises prior to the Lease Commencement Date, and same was not put therein by Tenant, Landlord may determine, shall pay any incremental extra costs incurred by Tenant in its sole and absolute discretion, connection with respect to any work affecting the structural components Alteration resulting from the presence of the Building or Systems and Equipment (including designating specific contractors to perform such work)Hazardous Materials. Tenant shall construct such Alterations and perform such repairs (i) using contractors reasonably approved by Landlord; (ii) in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance Applicable Laws and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Los Angeles, (iii) and in conformance with Landlord’s reasonable written construction rules and regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building pursuant to the terms of Article 24 of the Lease, Landlord shall make such changes, at Tenant’s expense, the cost of which shall not exceed Landlord’s approval actual out-of-pocket cost of the plans, specifications same. The “Base Building” shall include the Building Structure and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authoritiesBuilding Systems. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to unreasonably obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon Notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that disturbs labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuildings or the Project Common Areas. If Tenant makes any Alterations, Tenant agrees In addition to carry “BuilderTenant’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to obligations under Article 10 9 of this Lease immediately Lease, upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, at Landlord’s request, Tenant agrees to prepare and Landlord shall execute if factually correct, and Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Project management office of the Real Property and Landlord shall sign a reproducible copy of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from any and all loss, cost, damage, expense and liability (iiiincluding, without limitation, court costs and reasonable attorneys’ fees) deliver in connection with such failure by Tenant to Landlord evidence so record the Notice of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materialsCompletion as required hereunder.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord Landlord, in its reasonable discretion discretion, may deem desirable, including, but not limited to, the requirement (i) that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen (collectively, “contractors”), materials, space planners, architects and engineers reasonably approved by Landlord, and/or (ii) that Tenant shall, at Tenant’s expense, remove any portion of such Alterations which are not customary office use in nature (such as stairwells or private restrooms) (“Above Standard Installations”) if required by Landlord upon the expiration or any early termination of the Lease Term (provided that Landlord shall notify Tenant of such removal requirement in writing at the time of Landlord’s consent to such Above Standard Installations). All contractors working on the Alterations must be union contractors, subject to the following: service providers, architects, engineers and consultants who do not perform any physical construction work do not have to be union. General contractors do not have to be union, with the condition that they do not perform any construction work in-house and have on-site only a superintendent and a laborer for clean-up. Furniture installers must belong to the xxxxxxxxx’x union, and all trades (subcontractors) must be union; provided, however, that Tenant may use non-union labor for the following trades: demolition, glazing, flooring and cabling, but in the case of labor disruption or the threat of a disruption as determined by Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect Tenant shall immediately cease using such non-union labor and switch to union-labor. Tenant shall immediately cease using any work affecting contractor that Landlord determines is not suitable for the structural components Project, whether because of quality of the Building work or Systems because of any potential or actual adverse impact of such contractor on the Project or on the labor relations between Landlord and Equipment any trade unions (including designating specific contractors to perform such workpicketing or otherwise disrupting tenants or operations at the Project). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Santa Xxxxxx, and all in conformance with Landlord’s construction rules Construction Rules and regulations. Regulations provided to Tenant by Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject, or interfere with the labor force working at in the Real PropertyProject. If Tenant makes In addition to Tenant’s obligations under Article 9, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Project management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver Alterations as to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens any Alterations for labor, services or materialswhich Landlord’s consent was required.

Manner of Construction. All alterations, additions, or changes to be made to the Premises that require the prior written consent of Landlord may imposeunder Section 9.1 above, as well as the work to be performed by Tenant pursuant to Exhibit “C” hereto (a condition “major alteration”), shall be under the supervision of its consent to all Alterations a licensed architect or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen licensed structural engineer approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, and shall be made in its sole accordance with plans and absolute discretion, specifications with respect thereto, approved in writing by Landlord before the commencement of work. Failure of Landlord to disapprove any work affecting the structural components such plans and specifications within fifteen (15) days of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant submission shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s be deemed its approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authoritiessame. All work with respect to any Alterations alterations, additions or changes must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterationsmajor alteration, Tenant shall (i) Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county County in which the Real Property Premises is located located. Major alterations or any portion or part of any major alterations, at Landlord's option, shall be removed by Tenant, at Tenant's sole cost and expense, at the expiration or termination of this Lease, provided that, notwithstanding anything to the contrary, Tenant shall not have any obligation to remove the Tenant’s Work specified on Exhibit C-1. Such option shall be exercised by Landlord, if at all, not less than thirty (30) days prior to the expiration of the Lease Term or within twenty (20) days of any earlier termination of this Lease. If Landlord elects to cause Tenant to remove all or any portion of the major alterations, Tenant shall repair any damages to the Premises resulting from such removal, as a part of such work. Subject to the foregoing, all improvements to the Premises by Tenant including, but not limited to, light fixtures, floor coverings and partitions, and other items comprising Tenant's Work pursuant to Exhibit “C”, but excluding trade fixtures and signs, shall become the property of Landlord upon installation thereof. All materials used in any alterations or changes to the Premises, including without limitation the work to be performed by Tenant under Exhibit “C” hereof shall be new or like new quality and condition. Any such alterations, additions or changes shall be performed and done strictly in accordance with Section 3093 the laws and ordinances relating thereto. In performing the work of any such alterations, additions or changes, Tenant shall have the Civil Code of work performed in such manner as not to obstruct the State of California or any successor statute, (ii) deliver access to the management office premises of any other occupant to the Real Property Center. Tenant shall furnish Landlord with a reproducible copy of all applicable construction permits and plans for major alterations including, without limitation, the work to be performed by Tenant under Exhibit “as builtC” drawings hereof, so that Landlord may hold in its file a complete and accurate set of permits and plans for all major alterations to the AlterationsPremises, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of including all liens for labor, services or materialswork performed by Tenant under Exhibit ”C” hereof.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirabledesirable as to the manner in which such Alterations or repairs will be performed, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen contractors reasonably approved by Landlord; provided, howeverand any removal and/or restoration obligations required to be performed pursuant to the TCCs of Section 8.5 of this Lease. If Landlord fails to respond with its approval or disapproval of Tenant's contractors within five (5) business days, then Tenant may send Landlord may impose a reminder notice setting forth such requirements as failure containing the following sentence at the top of such request in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S CONTRACTOR" (the "Contractor Reminder Notice"). If Landlord may determinefails to respond within two (2) business days after receipt of a Contractor Reminder Notice, in then Tenant's contractor for which Tenant requested Landlord's approval shall be deemed approved by Landlord. If Landlord shall give its sole and absolute discretionconsent, with respect the consent shall be deemed conditioned upon Tenant acquiring a permit to any do the work affecting from appropriate governmental agencies, the structural components furnishing of a copy of such permit to Landlord prior to the commencement of the Building work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or Systems disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and Equipment (including designating specific contractors to perform regulations concerning such work)hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federalLaws, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is locatedlocated (or other applicable governmental authority), and all in conformance with Landlord’s construction rules 's Construction Rules and regulationsRegulation (as defined below). Landlord’s approval In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. Since all or a portion of the plansProject is or may become in the future certified under the LEED rating system (or other applicable certification standard) (all in Landlord's sole and absolute discretion, specifications except as set forth in Section 1.5 of the Work Letter), Tenant expressly acknowledges and working drawings agrees that without limitation as to other grounds for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect withholding its consent to any Alterations must be done proposed Alteration, Landlord shall have the right to withhold its consent to any proposed Alteration in a good the event that such Alteration invalidates such LEED certification under such LEED rating system; provided, however, Landlord shall reasonably cooperate with Tenant in order to identify alternatives, if any, that would allow Tenant to accomplish the intent of its intended Alternation without invalidating the Project's LEED certification. The "Base Building" shall include the Building Structure and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of workBuilding Systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to materially obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to materially obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall retain any union trades to the extent designated by Landlord. Further, Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Francisco in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) statute and Tenant shall deliver to the management office of the Real Property property manager a reproducible copy of the “"as built” " and CAD drawings of the Alterations, and (iii) deliver to Landlord evidence of paymentthe extent applicable, contractors’ affidavits and full and final waivers as well as copies of all liens for laborpermits, services or materialsapprovals and other documents issued by any governmental agency in connection with the Alterations. "Construction Rules and Regulations" shall be the reasonable and customary rules and regulations promulgated by Landlord regarding construction performed by tenants of the Building and provided to Tenant in writing, which shall be materially consistent with the construction rules and regulations of other Comparable Buildings. To the extent of any conflict between the TCCs of the Construction Rules and Regulations and the TCCs of this Lease, the TCCs of this Lease shall control.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablerequirements, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord; provided, howeverthe requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term (but only as provided in Section 8.5 below). Landlord may impose further condition its approval of any proposed Alteration requested by Tenant upon some or all of the following requirements: (a) that such requirements as Landlord may determine, in its sole and absolute discretionAlteration shall comply with Landlord's then existing building standards for tenant improvement work (unless such Alteration is otherwise consistent (including without limitation, with respect to any work affecting materials utilized), as reasonably determined by Landlord, with the structural components Tenant Improvements ("CONSISTENT ALTERATIONS"); (b) that Landlord shall supervise the performance of such Alteration; (c) that subcontractor and/or consultants specified by Landlord shall be utilized to insure the integrity of the Building or Systems mechanical and Equipment electrical systems; and (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federald) that, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect as to any Alterations must be done reasonably anticipated to cost in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period excess of work. In performing the work of any such Alterations$50,000, Tenant shall have the work performed in such manner as not to obstruct access to the Building provides Landlord, at Tenant's sole cost and expense, a performance and/or payment bond or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient equal to ensure one and one-half (1-1/2) times the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the “as built” drawings estimated cost of the Alterations, and (iii) deliver to insure Landlord that said Alterations shall be completed satisfactorily to Landlord evidence (provided, however, no such performance and/or payment bond shall be required in connection with the Tenant Improvements). If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring applicable permits to do the work from appropriate governmental agencies, the furnishing of payment, contractors’ affidavits and full and final waivers a copy of all liens for labor, services or materials.such permit to Landlord prior to the XXXXXX REALTY [999 North Xxxxxxxxx] [Encore Software]

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such reasonable requirements as Landlord consistent with the requirements of landlords of Comparable Buildings (provided that the same shall in its reasonable discretion may deem desirable, including, but not limited to, any event be consistent with the requirement that terms and conditions of this Lease). Tenant utilize shall construct such Alterations and perform such repairs: (i) utilizing for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, except that Landlord may impose such requirements as Landlord may determine, in its sole designate the contractors and absolute discretion, with respect subcontractors to any perform all work affecting the structural components of the Building or the Systems and Equipment (including designating specific provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work). Tenant shall construct such Alterations work at competitive prices in the market where the Premises are located and perform such repairs are reasonably available; (ii) in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, of Los Angeles; and (iii) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. LandlordXxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end so that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Real Property Project or the common areas for any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject, or interfere with the labor force working at on the Real PropertyProject, in any unreasonable respect. If Tenant In the event that Xxxxxx makes any Alterations, Tenant Xxxxxx agrees to carry “Builder’s All Installation Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, with respect to any Alterations to be made in the Building by any assignee of Tenant which is not an Affiliate and which cost in excess of $300,000.00, Landlord may, in its discretion, require Tenant such assignee to obtain a lien and completion bond or bond, or, at Landlord’s option, some alternate form of security reasonably satisfactory to Landlord Landlord, in an amount reasonably sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located Los Angeles County in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of for the Real Property Building a reproducible copy of the “as built” drawings of the Alterations. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from any and all loss, cost, damage, expense and liability (iiiincluding, without limitation, court costs and reasonable attorneys’ fees) deliver in connection with such failure by Tenant to Landlord evidence so record the Notice of paymentCompletion as required hereunder, contractors’ affidavits and full and final waivers of all liens for laborexcluding any indirect, services consequential or materialspunitive damages.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to unreasonably obstruct access to the Building or Real Property Project or the common areas for any other tenant of the Real PropertyProject, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) if applicable, deliver to the management office of the Real Property Building a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen contractors reasonably approved by Landlord; provided, howeverand the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, Landlord may impose below), Tenant shall, at Tenant’s expense, remove such requirements as Landlord may determine, in its sole and absolute discretion, with respect to Alterations upon the expiration or any work affecting the structural components early termination of the Building or Systems Lease Term and Equipment (including designating specific contractors return the affected portion of the Premises to perform a Building-standard improved condition as determined by Landlord, provided that Landlord notified Tenant at time of approving such work)Alterations that the removal will be required. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of San Diego, and California, all in conformance with Landlord’s construction rules and regulations. ; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s approval design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. Since all or a portion of the plansProject is or may become in the future certified under the LEED rating system (or other applicable certification standard) (all in Landlord’s sole and absolute discretion), specifications Tenant expressly acknowledges and working drawings agrees that without limitation as to other grounds for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect withholding its consent to any Alterations must be done proposed Alteration, Landlord shall have the right to withhold its consent to any proposed Alteration in a good the event that such Alteration is not compatible with such certification or recertification of the Project under such LEED rating system (or other applicable certification standard). The “Base Building” shall mean the Building Structure and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of workBuilding Systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding, the Project or the Common Areas. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Diego, California in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible CAD copy of the “as built” drawings of the Alterations, to the extent applicable, as well as all permits, approvals and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materialsother documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablerequirements, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord’s 's reasonable construction rules and regulations. Landlord’s 's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry “"Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In additionIf Landlord has reasonable cause therefor, then Landlord may, in its discretion, may require Tenant to obtain a lien and completion bond or some alternate form of security reasonably satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “"as built” " drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ ' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablereasonably require, including, but not limited to, the requirement that Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided. In any event, however, Landlord may impose a contractor of Landlord’s selection (provided the fees charged by such requirements as Landlord may determine, contractors shall be competitive with those charged by other similarly qualified and reputable contractors doing business in its sole and absolute discretion, with respect to any work affecting the structural components vicinity of the Building or Systems Building) shall perform all mechanical, electrical, plumbing, life-safety, sprinkler, structural, and Equipment (including designating specific contractors to perform HVAC work and such work)work shall be performed at Tenant’s sole cost. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and P:00816539-5:12107.019 -14- regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in appropriate governmental authorities (a copy of which the Real Property is locatedshall be provided by Tenant to Landlord when issued), and in conformance with Landlord’s reasonable and non‑discriminatory construction rules and regulations. In addition, Tenant hereby acknowledges that Landlord has established specifications (the “Building Standards”) for the Building standard components to be used in the construction of the any Alterations (including, the initial Tenant Improvements), which Building Standard are attached hereto as Exhibit I and incorporated herein by this reference. The quality of Alterations (including, the initial Tenant Improvements) shall be equal to or of greater quality than the quality of the Building Standards. Landlord may make reasonable and non‑discriminatory changes to the Building Standards upon thirty (30) days’ prior written notice to Tenant. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of workcompletion. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to unreasonably obstruct access to the Building or Real Property or the common areas Common Areas for any other tenant of the Real PropertyBuilding, and as not to unreasonably obstruct the business of Landlord or other tenants of in the Real Property, Building or unreasonably interfere with the labor force working at in the Building and/or Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any AlterationsAlterations (other than strictly cosmetic changes), Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Building management office of the Real Property a (i) reproducible copy of the “as built” drawings of the Alterations, and (iiiii) deliver copies of any permit cards, contractor or material warranties and/or any maintenance or ownership manuals relating to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materialsthe Alterations in CAD format.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirabledesirable as to the manner in which such Alterations or repairs will be performed, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen contractors reasonably approved by Landlord; provided, howeverand any removal and/or restoration obligations required to be performed pursuant to the TCCs of Section 8.5 of this Lease. If Landlord fails to respond with its approval or disapproval of Tenant’s contractors within five (5) business days, then Tenant may send Landlord may impose a reminder notice setting forth such requirements as failure containing the following sentence at the top of such request in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S CONTRACTOR” (the “Contractor Reminder Notice”). If Landlord may determinefails to respond within two (2) business days after receipt of a Contractor Reminder Notice, in then Tenant’s contractor for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. If Landlord shall give its sole and absolute discretionconsent, with respect the consent shall be deemed conditioned upon Tenant acquiring a permit to any do the work affecting from appropriate governmental agencies, the structural components furnishing of a copy of such permit to Landlord prior to the commencement of the Building work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or Systems disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and Equipment (including designating specific contractors to perform regulations concerning such work)hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federalLaws, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is locatedlocated (or other applicable governmental authority), and all in conformance with Landlord’s construction rules Construction Rules and regulationsRegulation (as defined below). Landlord’s approval of In the plansevent Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, specifications and working drawings for then Landlord shall, at Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completenessexpense, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion make such changes to the end that Base Building. The “Base Building” shall include the Premises shall at all times be a complete unit except during Building Structure and the period of workBuilding Systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to materially obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to materially obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall retain any union trades to the extent designated by Landlord. Further, Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of San Francisco in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) statute and Tenant shall deliver to the management office of the Real Property property manager a reproducible copy of the “as built” and CAD drawings of the Alterations, and (iii) deliver to Landlord evidence of paymentthe extent applicable, contractors’ affidavits and full and final waivers as well as copies of all liens for laborpermits, services or materialsapprovals and other documents issued by any governmental agency in connection with the Alterations. “Construction Rules and Regulations” shall be the reasonable and customary rules and regulations promulgated by Landlord regarding construction performed by tenants of the Building and provided to Tenant in writing, which shall be materially consistent with the construction rules and regulations of other Comparable Buildings. To the extent of any conflict between the terms and conditions of the Construction Rules and Regulations and the terms and conditions of this Lease, the terms and conditions of this Lease shall control.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term (upon Tenant’s request, Landlord shall specify, at the time of its consent, which Alteration, if any, must be removed upon expiration or early termination of the Lease Term), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permitpermit (if required by law), issued by the city in which the Real Property is located, and City of San Diego in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to unreasonably obstruct access to the Building or Real Property Building Complex or the common areas for by any other tenant of the Real PropertyBuilding Complex, and as not to obstruct the business of Landlord or other tenants of in the Real PropertyBuilding Complex, or interfere with the labor force working at in the Real PropertyBuilding Complex. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a timely Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located San Diego County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the Building Complex management office of the Real Property a reproducible copy of the “as built” drawings of the AlterationsAlterations (within thirty (30) days after completion), and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s construction rules and regulations, which construction rules and regulations shall be provided to Tenant by Landlord. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials. In the event Tenant is using the “Allowance” (as defined in the Tenant Work Letter) to construct Alterations, such Alterations shall be subject to all of the provisions herein, including, but not limited to Landlord’s supervision fee of five percent (5%), and Landlord will pay the Allowance, upon completion of any such Alterations, and after Tenant has (i) caused a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) delivered to the management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) delivered to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials. In the event Tenant elects not to improve all of the Premises using the Allowance and Landlord has approved of such election, the Allowance shall be reduced proportionately commensurate with the rentable square footage of the Premises not improved with tenant improvements (for example, if twenty-five percent (25%) of the Premises is not improved with tenant improvements, the amount of the Allowance shall be reduced by twenty-five percent (25%); provided, however, Tenant shall be permitted to allocate all or any portion of the Allowance toward the construction of the server room (including the installation of supplemental electrical service and supplemental HVAC on the roof of the Building (“Supplemental HVAC”)).

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only mechanical, electrical and plumbing contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord (and all other contractors, subcontractors, materials, mechanics and materialmen shall be reasonably approved by Landlord in writing). Landlord may further condition its approval of any proposed Alteration requested by Tenant upon some or all of the following requirements: (a) that such Alteration shall comply with Landlord’s then existing reasonable building standards for tenant improvement work; (b) that Landlord or its designee shall act as the contractor for the performance of such Alteration (provided that Landlord’s or its designees costs and/or fees for such Alterations work shall be competitive); (c) that Landlord shall supervise the performance of such Alteration; (d) that subcontractor and/or consultants specified or approved by Landlord shall be utilized to insure the integrity of the Building mechanical and electrical systems; and (e) in connection with any alterations that are reasonably estimated to cost in excess of $100,000.00 in the aggregate, that Tenant provides Landlord, at Tenant’s sole cost and expense, a performance and/or payment bond or a lien and completion bond in an amount equal to one and one-half (1½) times the estimated cost of the Alterations, to insure Landlord that said Alterations shall be completed satisfactorily to Landlord (provided, however, Landlord may impose that in no event shall the foregoing requirement to provide such requirements as Landlord may determine, in its sole and absolute discretionbond(s) apply to the Original Tenant or any Permitted Transferee). Notwithstanding the foregoing, with respect to any work affecting the structural components Alterations which involve 10,000 rentable square feet or more of the Building Premises, Tenant shall not be required to use Landlord or Systems its designee as the contractor for the performance of such Alteration work as set forth in subclause (b), above, and Equipment Tenant shall be entitled to competitively bid such Alteration work to contractors selected by Tenant and reasonably approved by Landlord in writing (including designating specific contractors the “Bidding Contractors”), provided that Landlord shall have the right to perform require that Landlord or its designee be among the Bidding Contractors and be permitted to submit a bid to Tenant in connection with such Alteration work). If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s reasonable rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Long Beach, and all in conformance with Landlord’s reasonable construction rules and regulations. LandlordIn the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s approval expense, make such changes to the Base Building. The “Base Building” shall include the structural portions of the plansBuilding, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability the public restrooms and the systems and equipment located in the internal core of the Building on the part of Landlord for their completeness, design sufficiency, floor or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that floors on which the Premises shall at all times be a complete unit except during the period of workare located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of for the Real Property Project a reproducible copy of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablerequirements, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord’s reasonable construction rules and regulations. LandlordXxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant Xxxxxx makes any Alterations, Tenant Xxxxxx agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In additionIf Landlord has reasonable cause therefor, then Landlord may, in its discretion, may require Tenant to obtain a lien and completion bond or some alternate form of security reasonably satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited toany Alteration requiring Landlord’s consent, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics contractors and materialmen subcontractors approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute Landlord’s reasonable discretion, with . With respect to any work affecting Alterations not requiring Landlord’s consent, Tenant shall utilize only reputable and skilled contractors and subcontractors which are comparable to the structural components contractors and subcontractors utilized by tenants at the Comparable Buildings. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Building Premises, Tenant shall comply with Landlord’s reasonable rules and regulations concerning such hazardous materials or Systems and Equipment (including designating specific contractors to perform such work)substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedappropriate municipal agency, and all in conformance with Landlord’s reasonable construction rules and regulations. ; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s approval of design parameters and code compliance issues. In the plansevent Tenant performs any Alterations which are not customary general office tenant improvements which require or give rise to governmentally required changes to the Base Building, specifications and working drawings for then Landlord shall, at Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completenessexpense, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion make such changes to the end that the Premises shall at all times be a complete unit except during the period of workBase Building. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to unreasonably obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas (Tenant hereby acknowledging and agreeing that the foregoing shall be applicable in connection with the Tenant Improvements as well as any Alterations). If Tenant makes In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.