Common use of Manner of Construction Clause in Contracts

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 licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, 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 disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt 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 San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areas. 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 Project or any portion thereof, by any other tenant of the Project, 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, 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. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to, Landlord’s request, deliver to the Project management office 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.

Manner of Construction. All construction performed on or with respect to the Premises by Tenant or its designee shall be performed in a good and workmanlike and in a first-class manner, and in accordance with the plans approved by Landlord may imposeand with all applicable permits, as a condition authorizations, laws, ordinances, orders, regulations and requirements of its consent to any and all Alterations or repairs governmental authorities having jurisdiction of the Premises. Tenant shall carry “Builder’s All Risk” insurance in a reasonable amount to cover any construction performed on or with respect to the Premises by Tenant or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, designee. Any Alterations involving adhesives (including, but not limited to, adhesives for carpet, carpet tile, plastic laminate, wall coverings, adhesives for wood, or sealants) shall be those with the lowest possible volatile organic compounds (VOC) content and which meet the requirement that of the manufacturer of the products adhered or involved. Tenant utilize for such purposes only licensed contractors, subcontractors, materials, mechanics shall use adhesives and materialmen sealants with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, no formaldehyde or heavy metals. Adhesives and if Landlord has no such list other materials used for the installation of carpets shall be limited to those having a flash point of 140 degrees F or higher. Newly installed gypsum board material must be Greenguard Gold Certified or have 0 grams per liter of VOCs. Any painted walls shall be painted with low VOC primer. Notwithstanding the foregoing and subject to compliance with all Environmental Law, which now or at any time hereafter may be applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, 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 Premises or disturb hazardous materials or substances existing in the Premisesany part thereof, Tenant shall be permitted to use any adhesive, sealant, gypsum board and paint that has historically been used in the Building. Upon request, Tenant will provide Landlord with material safety data sheets (MSDS) or other appropriate documents for the following products, adhesives, caulking, sealants, insulating materials, fireproofing or fire stopping materials, paints and wall coverings, carpets, floor coverings, ceiling materials, floor and wall patching or leveling materials, lubricants, clear finishes for wood surfaces, janitorial cleaning products, and pest control products. All MSDS shall comply with Landlord’s rules Occupational Safety and regulations concerning such hazardous materials or substancesHealth Administration (OSHA) requirements. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance Tenant will comply 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 San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations recommended measures in the Premises which require or give rise MSDS for the products used to governmentally required changes to protect the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areas. In performing the work health and safety of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, 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, 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. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to, Landlord’s request, deliver to the Project management office 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 Alterationspersonnel.

Manner of Construction. Landlord may impose(a) SpectraSite represents, as a condition of its consent to any warrants and all Alterations or repairs of agrees that 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 licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, 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 disturb hazardous materials or substances existing in the Premises, Tenant Tower Facilities shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt 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 be constructed in a good and workmanlike manner, manner and in conformance accordance with any the Plans and Specifications and all applicable federal, statestate and local laws, county or municipal lawsordinances, rules and regulations and pursuant regulations. SpectraSite warrants to a valid building permit, issued by the City of San Diego, Tritel that all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areas. 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 Project or any portion thereof, by any other tenant of the Project, 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, 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. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to, Landlord’s request, deliver to the Project management office 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 furnished in connection with the Alterationsconstruction of the Tower Facilities will be new unless otherwise specified, and of good quality, and that such construction will be of good quality in accordance with industry standards, free from faults and patent defects. (b) SpectraSite shall supervise and direct the work on the Tower Facilities (the "Work"), using SpectraSite's best skill and attention. SpectraSite shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work on the Tower Facilities under this Agreement. (c) Unless otherwise provided in this Agreement, SpectraSite shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (d) SpectraSite shall pay sales, consumer, use, and other similar taxes regarding the Tower Facilities, the construction and leasing thereof, and shall secure and pay for any permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. (e) SpectraSite shall keep the Tower Facilities and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the work SpectraSite shall remove from and about the Tower Facilities waste materials, rubbish, tools, construction equipment, machinery and surplus materials. (f) SpectraSite shall provide Tritel (and its employees, agents and contractors) access to the Work in preparation and progress wherever located, provided that such access shall not interfere with the Work. (g) SpectraSite shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold Tritel harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Tritel unless SpectraSite has reason to believe that there is an infringement of patent. (h) SpectraSite shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. SpectraSite shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work, the Tower Facilities or the Property and other persons who may be affected thereby; (2) the Work, the Tower Facilities, the Property and materials and equipment to be incorporated therein; and (3) other property at the Property or adjacent thereto.

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 in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only licensed contractors, subcontractorscontractor, materials, mechanics and materialmen with commercially reasonable rates selected approved by Tenant from a list provided by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to certain tradesany work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work as long as Landlord shall cause any such designated contractors to charge competitive prices for their work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable Laws and pursuant to a valid building permit, if required, issued by the city in which the Real Property is located, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, 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 disturb hazardous materials or substances existing in the Premises, Tenant shall comply conformance with Landlord’s 's reasonable and non-discriminatory construction rules and regulations concerning such hazardous materials or substancesregulations. Landlord’s 's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shalt shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all applicable Laws. Landlord shall approve or disapprove plans, specifications and working drawings (including revisions thereof) submitted by Tenant to Landlord within seven (7) business days after Landlord's receipt thereof. In the event Landlord disapproves of any such plans, specifications and working drawings, Landlord shall construct state in writing in reasonable detail the reasons therefor, and the revisions which if made would cause Landlord to approve such plans, specifications and working drawings. In the event that Landlord does not approve or disapprove any such plans, specifications and working drawings within such seven (7) business day period as required herein with respect to any plans, specifications and working drawings for Tenant's Alterations to be installed for Tenant's initial occupancy of the Must-Take Space, the Machine Shop Space and/or any First Offer Space leased by Tenant pursuant to Sections 1.4, 1.5 and/or 1.6 hereof, and perform such repairs failure should continue for an additional two (2) business days after Landlord's receipt of notice of such failure from Tenant, such failure shall be deemed a "Landlord Delay," and the ninety (90) day time period specified in Sections 1.4.6,1.5.5 or 1.6.6 above, as applicable, shall be extended one (1) day for each day after such two (2) business day period that Landlord continues to so fail to notify Tenant of its approval or disapproval of such plans, specifications and working drawings. All work with respect to any Alterations must be done in a good and workmanlike manner, in conformance with any manner and all applicable federal, state, county or municipal laws, rules and regulations and pursuant diligently prosecuted to a valid building permit, issued by completion to the City of San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areasperiod 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 Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so 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, or to cause its contractor performing the Alterations to carry, "Builder's All Risk" insurance in an amount reasonably approved by Landlord covering the Projectconstruction of such Alterations, but in no event shall such amount of "Builder's All Risk" insurance be in excess of that required by landlords of Comparable Buildings under similar circumstances, 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 which cost more than $50,000.00, 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; provided, however, the foregoing bonding or alternate security requirement shall not use (apply if at the time Tenant commences installation of such Alterations, Tenant's net shareholder equity exceeds $25,000,000, as evidenced by the Financial Documents described in Section 1.6.3 above and upon notice from delivered to 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 or services in or about the Building or the Common Areas. In addition prior to Tenant’s obligations under Article 9 's commencement of this Lease, upon such Alterations. Upon completion of any Alterations, Tenant agrees toshall (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, Landlord’s request, (ii) deliver to the Project management office of the Real Property a reproducible copy of the “as-"as built” " drawings of the Alterations as well as Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all permitsliens for labor, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

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 any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its impose commercially reasonable discretion may deem desirablerequirements, 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 licensed contractorscontractors (with Swinerton, subcontractorsBCCI Construction (provided that BCCI works together with one of other enumerated contractors in this parenthetical), Xxxxxx Construction, Xxxxxx Building Corporation and Turelk Construction being deemed approved), materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, or provide that Tenant shall utilize an available contractor of Landlord’s selection to perform all work for Alterations that constitute a Design Problem (provided that Landlord shall cause such 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). Landlord hereby approves the requirement that following general contractors: Phoenix Construction & Management 000 X. Xxxxxx Xxxxxx, xxxxx 0000 Xxx Xxxxxxx, XX, 00000 Excel Construction Services 0000 Xxxxxx Xxx Fullerton, CA 92833 Xxxxx & Son, Inc. 00000 Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX 00000 Tenant shall construct all Alterations conform and perform any repairs undertaken by Tenant in terms conformance with all applicable Laws and pursuant to a valid building permit, issued by the City of quality Los Angeles, and style to the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply conformance with Landlord’s reasonable construction rules and regulations concerning such hazardous materials or substancesregulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws, 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. Tenant shall construct such All work with respect to any Alterations and perform such repairs must be done in a good and workmanlike manner, in conformance with any manner and all applicable federal, state, county or municipal laws, rules and regulations and pursuant diligently prosecuted to a valid building permit, issued by completion to the City of San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areasperiod 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 Project Building, Retail Area, Common Areas or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, 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) contractorsBuilding or Retail Area, services, workmen, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony interfere with the workforce or trades engaged labor force working in performing other work, labor or services in or about the Building or the Common AreasRetail Area. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any AlterationsAlterations requiring a building permit and costing in excess of $75,000, Tenant agrees toto cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 8180-8190 of the Civil Code of the State of California or any successor statute, Landlord’s request, and Tenant shall deliver to the Project Building management office a reproducible an electronic copy of the “as-built” record set of drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

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. If Landlord elects to make the Alterations pursuant to the immediately preceding sentence, then Tenant shall retain Landlord to construct such Alterations and Landlord shall hold all applicable construction contracts. Prior to the commencement of its consent to construction of any and all 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, including, but not limited to, the requirement that Tenant utilize for such purposes only licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected 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 Xxxxxxxx, 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 respect the architect and the engineers a provision which requires ownership of all architectural and engineering drawings to certain tradesbe 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 Xxxxxx 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 Xxxxxx’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 if Landlord has no such list Tenant and Tenant’s architect/space planner shall be solely responsible for the applicable tradesame, then such licensed contractorsand Landlord shall have no responsibility in connection therewith. In addition, subcontractorsat Xxxxxxxx’s option, materialsLandlord may submit Xxxxxx’s plans, mechanic’s specifications and materialmen working drawings to a third-party architect and/or engineer, selected by Tenant and reasonably approved by Landlord, for their review, at Xxxxxx’s sole cost 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 disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substancesexpense. Landlord’s approval 607152.05/WLA [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -18- [AMLGMN] 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 Xxxxxxxx’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 Tenantthe Alterations, and Xxxxxx’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 shalt create no responsibility or liability on shall be selected by Tenant from the part 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 their completeness, design sufficiency, or compliance with all Lawsthe amount of the Alteration Contract (the “Alteration Contract Amount”). Tenant shall construct 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 Alterations approved itemized statement of costs by Landlord, Landlord shall be released by Xxxxxx (i) to retain the contractor who submitted such itemized statement of costs, and perform (ii) to purchase the items set forth in such repairs in a good itemized statement of costs and workmanlike manner, in conformance with any to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued guaranties by the City 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 San Diegothe construction of, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by LandlordAlterations. In the event Tenant performs requests any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas“Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the 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 its option, to promptly elect to not have the Alterations performed. 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 Common Areasfloors 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 performing the work of any such AlterationsAlterations for which Xxxxxx is responsible, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, 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 requirement 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 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 or services in or 607152.05/WLA [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -19- [AMLGMN] about the Building or the Common Areas. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees toto cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, Landlord’s request, and Tenant shall deliver to the Project management office construction manager (i) a reproducible copy of the “as-as built” drawings of the Alterations (provided that in the event that “as well 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) 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 a copy of, all applicable permits, and (c) Tenant has delivered to Landlord the “Alteration Amount,” as that term is set forth in Section 8.3, below. In the event any portion of the Alteration Amount paid by Xxxxxx is not fully utilized by Landlord following the completion of the Alteration, then any unused amounts shall be refunded to Tenant.

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 licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, and the requirement that all upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations conform in terms upon the expiration or any early termination of quality and style the Lease Term if Landlord gave Tenant written notice that such removal would be required at the time Landlord consented to the building’s standards established by Landlordsuch Alteration. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s 's rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt 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 San DiegoLos Angeles, all in conformance with Landlord’s 's construction rules and regulations and the plans and specifications previously approved by Landlordregulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas"Base Building," as that term is defined below, then Landlord shall, at Tenant’s 's expense, make such changes to the Base Building. The "BASE BUILDING" shall include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or Common Areasfloors on which the Premises are located. 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 Project or any portion thereof, by any other tenant of the Project, 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 '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. In addition to Tenant’s 's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees toto cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, Landlord’s request, and Tenant shall deliver to the Project management office a reproducible copy of the “as-"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.,

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 (delivered not less than forty-five (45) days prior to the expiration of the Lease Term, or as soon as reasonably practicable, in the case of an early termination of the Lease Term), Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term (however, Landlord shall only have the right to request such, removal if, at the time Landlord consents to such Alterations (or within ten (10) days after Landlord’s receipt of Tenant’s notice of Cosmetic Alterations) Landlord notifies Tenant that is it reserving the right to request such removal), and/or the requirement that Tenant utilize for such purposes only licensed architects, contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord. In any event, a contractor of Landlord’s approval shall perform all mechanical, electrical, plumbing, structural, and the requirement that all Alterations conform in terms of quality heating, ventilation and style to the buildingair conditioning work, and such work shall be performed at Tenant’s standards established by Landlordcost. If Tenant shall construct such Alterations will involve 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 (if required), issued by the use of or disturb hazardous materials or substances existing appropriate governmental entities, in the Premises, Tenant shall comply conformance with Landlord’s reasonable construction rules and regulations concerning such hazardous materials or substancesregulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Lawslaws, rules and regulations of governmental agencies or authorities. Tenant shall construct such All work with respect to any Alterations and perform such repairs must be done in a good and workmanlike manner, in conformance with any manner and all applicable federal, state, county or municipal laws, rules and regulations and pursuant diligently prosecuted to a valid building permit, issued by completion to the City of San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areasperiod 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 Project or any portion thereof, by the common areas for any other tenant of the Project, and so as not to unreasonably 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, would disturb labor harmony unreasonably interfere with the workforce or trades engaged labor force working in performing other work, labor or services in or about the Building or the Common AreasProject. In addition to Tenant’s obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees toto cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, Landlord’s request, and Tenant shall deliver to the Project Building management office a reproducible copy of the “as-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.

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 in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only licensed contractors, subcontractorscontractor, materials, mechanics and materialmen with commercially reasonable rates selected approved by Tenant from a list provided by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to certain tradesany work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work as long as Landlord shall cause any such designated contractors to charge competitive prices for their work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable Laws and pursuant to a valid building permit, if required, issued by the city in which the Real Property is located, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, 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 disturb hazardous materials or substances existing in the Premises, Tenant shall comply conformance with Landlord’s 's reasonable and non-discriminatory construction rules and regulations concerning such hazardous materials or substancesregulations. Landlord’s 's approval of the plans, specifications and working drawings for Tenant’s 's Alterations shalt shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all applicable Laws. Landlord shall approve or disapprove plans, specifications and working drawings (including revisions thereof) submitted by Tenant to Landlord within seven (7) business days after Landlord's receipt thereof. In the event Landlord disapproves of any such plans, specifications and working drawings, Landlord shall construct state in writing in reasonable detail the reasons therefor, and the revisions which if made would cause Landlord to approve such plans, specifications and working drawings. In the event that Landlord does not approve or disapprove any such plans, specifications and working drawings within such seven (7) business day period as required herein with respect to any plans, specifications and working drawings for Tenant's Alterations to be installed for Tenant's initial occupancy of the Must-Take Space, the Machine Shop Space and/or any First Offer Space leased by Tenant pursuant to Sections 1.4, 1.5 and/or 1.6 hereof, and perform such repairs failure should continue for an additional two (2) business days after Landlord's receipt of notice of such failure from Tenant, such failure shall be deemed a "Landlord Delay," and the ninety (90) day time period specified in Sections 1.4.6,1.5.5 or 1.6.6 above, as applicable, shall be extended one (1) day for each day after such two (2) business day period that Landlord continues to so fail to notify Tenant of its approval or disapproval of such plans, specifications and working drawings. All work with respect to any Alterations must be done in a good and workmanlike manner, in conformance with any manner and all applicable federal, state, county or municipal laws, rules and regulations and pursuant diligently prosecuted to a valid building permit, issued by completion to the City of San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areasperiod 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 Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so 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, or to cause its contractor performing the Alterations to carry, "Builder's All Risk" insurance in an amount reasonably approved by Landlord covering the Projectconstruction of such Alterations, but in no event shall such amount of "Builder's All Risk" insurance be in excess of that required by landlords of Comparable Buildings under similar circumstances, 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 which cost more than $50,000.00, 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; provided, however, the foregoing bonding or alternate security requirement shall not use (apply if at the time Tenant commences installation of such Alterations, Tenant's net shareholder equity exceeds $25,000,000, as evidenced by the Financial Documents described in Section 1.6.3 above and upon notice from delivered to 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 or services in or about the Building or the Common Areas. In addition prior to Tenant’s obligations under Article 9 's commencement of this Lease, upon such Alterations. Upon completion of any Alterations, Tenant agrees toshall (i) cause a Notice of Completion to be recorded in -20- 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, Landlord’s request, (ii) deliver to the Project management office of the Real Property a reproducible copy of the “as-"as built” " drawings of the Alterations as well as Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all permitsliens for labor, approvals and other documents issued by any governmental agency in connection with the Alterationsservices 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 desirablereasonably require, including, but not limited to, the requirement indicated in Landlord’s consent, 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 licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord. In any event, a contractor of Landlord’s selection shall perform all mechanical, electrical, plumbing, life-safety, sprinkler, structural, and the requirement that all Alterations conform in terms of quality HVAC work and style to the buildingsuch work shall be performed at Tenant’s standards established by Landlordsole cost. If Tenant shall construct such Alterations will involve 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 use of or disturb hazardous materials or substances existing appropriate governmental authorities, in the Premises, Tenant shall comply conformance with Landlord’s reasonable construction rules and regulations concerning (unless such hazardous materials a permit is not a requirement under Applicable Law). In addition, Tenant hereby acknowledges that Landlord has established standard 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 substancesof greater quality than the quality of the Building Standards. LandlordLandlord may make reasonable changes to the Building Standards from time to time. Xxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Lawslaws, rules and regulations of governmental agencies or authorities. Tenant shall construct such All work with respect to any Alterations and perform such repairs must be done in a good and workmanlike manner, in conformance with any manner and all applicable federal, state, county or municipal laws, rules and regulations and pursuant diligently prosecuted to a valid building permit, issued by the City of San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areascompletion. 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 Project Building or any portion thereof, by the Common Areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building or unreasonably interfere with the labor force working in the Building and/or 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 or services in or about the Building or the Common Areas. In addition to Tenant’s obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant agrees to, Landlord’s request, shall deliver to the Project Building management office a (i) reproducible copy of the “as-as built” drawings of the those Alterations for which “as well as all permitsbuilt” drawings are generally prepared and CAD files, approvals and other documents issued by (ii) copies of any governmental agency in connection with permit cards, contractor or material warranties and/or any maintenance or ownership manuals relating to the Alterations.

Manner of Construction. Landlord may impose(a) Tower Company represents, as a condition of its consent to any warrants and all Alterations or repairs of agrees that 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 licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, 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 disturb hazardous materials or substances existing in the Premises, Tenant Tower Facilities shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt 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 be constructed in a good and workmanlike manner, manner and in conformance accordance with any the Plans and Specifications and all applicable federal, statestate and local laws, county or municipal lawsordinances, rules and regulations and pursuant shall be of good quality, free from faults and patent defects. Tower Company warrants to a valid building permit, issued by the City of San Diego, Carrier that all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areas. 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 Project or any portion thereof, by any other tenant of the Project, 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, 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. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to, Landlord’s request, deliver to the Project management office 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 furnished in connection with the Alterationsconstruction of the Tower Facilities will be new unless otherwise specified, and reasonably believes to be good quality, and that such construction will be of good quality in accordance with industry standards, free from faults and patent defects. The warranties set forth in this Paragraph 3.6 (a) shall be effective for one (1) year commencing on the date that Carrier accepts the Tower Facilities as complete pursuant to this Agreement. (b) Tower Company shall supervise and direct the work on the Tower Facilities (the "Work"), using Tower Company's professional skill and attention. Tower Company shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work on the Tower Facilities under this Agreement. (c) Unless otherwise provided in this Agreement, Tower Company shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (d) Tower Company shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. Tower Company shall employ people Tower Company reasonably believes to be fit and skilled in tasks assigned to them. (e) Tower Company shall pay sales, consumer, use, and other similar taxes regarding the Tower Facilities, the construction and leasing thereof, and shall secure and pay for any permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. Carrier shall pay any taxes due in connection with the Rent (as hereinafter defined) to the extent that such taxes do not exceed ten percent (10%) of the base Rent provided for hereunder (excluding any fees or expenses which may be construed as or defined as Additional Rent). (f) Tower Company shall keep the Tower Facilities and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the work Tower Company shall remove from and about the Tower Facilities waste materials, rubbish, tools, construction equipment, machinery and surplus materials. (g) Tower Company shall provide Carrier (and its employees, agents and contractors) access to the Work in preparation and progress wherever located, provided that such access shall not interfere with the Work. (h) Tower Company shall pay all royalties and license fees with respect to the Work; shall defend suits or claims for infringement of patent rights and shall hold Carrier harmless from loss on account thereof in connection with the Work, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Carrier unless Tower Company has reason to believe that there is an infringement of patent. (i) Tower Company shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Tower Company shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work, the Tower Facilities or the Property and other persons who may be affected thereby; (2) the Work, the Tower Facilities, the Property and materials and equipment to be incorporated therein; and (3) other property at the Property or adjacent thereto.

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 construction of any and all 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 licensed contractorsat its sole cost and expense, subcontractors, materials, mechanics and materialmen with commercially reasonable rates shall retain an architect/space planner selected by Tenant from a list provided by Landlord with respect to certain tradesTenant, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, to prepare such plans, specifications 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 disturb hazardous materials or substances existing in the Premisesworking drawings; provided that, Tenant shall comply with 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 rules standard construction administration procedures and regulations concerning such hazardous materials or substancesto 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 third-party architect and/or engineer, selected by Landlord, for their review, at Tenant’s sole cost and expense. 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 shalt create no responsibility or liability on shall be selected by Tenant from the part list of contractors approved by Landlord. Landlord for their completenessshall provide to Tenant an itemized statement of costs, design sufficiency, or compliance as set forth in the proposed contract with all Lawssuch contractor. Tenant shall construct 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 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 itemized statement of San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved 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 performs requests any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas“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 Common Areasfloors 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 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 Project or any portion thereof, by any other tenant of the Project, 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, 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. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees toto cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, Landlord’s request, and Tenant shall deliver to the Project management office construction manager a reproducible copy of the “as-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.

Manner of Construction. a. Landlord may impose, as a condition of its consent represents and covenants that Xxxxxxxx’s Work to any and all Alterations or repairs of prepare the Leased Premises or about for occupancy in accordance with 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 licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, and the requirement that all Alterations conform in terms of quality this Lease will be prosecuted with due diligence and style to the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt 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 continuity in a good and workmanlike manner, in conformance accordance with any final architectural plans, specifications and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued engineered working drawings for the construction prepared by the City of San Diego, all in conformance with Landlord at Landlord’s construction rules sole cost and regulations expense and approved by Tenant and Landlord in their reasonable discretion, in accordance with the Phase 1 Work Letter and the plans Phase 2 Work Letter, and specifications previously approved by Landlord. In in accordance with the event Tenant performs any Alterations in the Premises appropriate town or village building code for which require or give rise to governmentally required changes a permit and necessary Certificate of Occupancy and/or Use shall be delivered to the Building or Common AreasTenant upon the commencement of occupancy. Landlord further represents and covenants that the construction, then Landlord shallreconstruction, at Tenant’s expenserenovation shall be, make such changes to and that the Building or Common Areas. In performing and the work of any such AlterationsLeased Premises shall be, Tenant shall have on the work performed in such manner so as not to obstruct access to Lease Term Commencement Date and throughout the Project or any portion thereof, by any other tenant of the Project, 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, 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. In addition to Tenant’s obligations under Article 9 Term of this Lease, in compliance with all applicable zoning, building, environmental, health, safety, fire and other applicable laws, codes and regulations, including, without limitation, the Americans with Disability Act, and that, upon completion Substantial Completion of any Alterations, Tenant agrees to, Landlord’s requestWork, deliver to the Project management office a reproducible copy of Premises may lawfully be occupied and used for the “as-built” drawings of the Alterations as well as Permitted Use. Landlord shall obtain all governmental permits, licenses and authorizations required for the construction of Landlord’s Work. Landlord shall procure, at its sole expense, a certificate of occupancy and any other governmental approvals and other documents issued by any governmental agency permits in connection with the AlterationsLeased Premises and Xxxxxxxx’s Work. b. Landlord agrees to procure and maintain, throughout the term of construction of Landlord’s Work and until Substantial Completion, insurance in the amounts and types specified in 1) – 4) below. The below mentioned insurance requirements to pass to all contractors and subcontractors that may be involved in the construction of Landlord’s Work. Furthermore, Landlord hereby indemnifies, holds harmless and defends Tenant, Xxxxxx’s beneficiaries, employees, members and agents and their respective successors and assigns from all injury, loss, claims or damage to any person or property to the extent caused by the negligent acts or omissions or willful misconduct of Landlord, its officers, agents, servants invitees, contractors, licensees or employees in connection with Landlord’s Work. 1) Builders Risk Policy in an amount not less than the construction cost of the Building that will remain in force until the Building is substantially completed and occupied, 2) Commercial General Liability in an amount not less than Two Million (2,000,000.00) Dollars combined single limit per occurrence, 3) Automobile Liability Insurance or hired or non-owned coverage in an amount not less than one million dollars per occurrence,

Manner of Construction. In the event Landlord consents to any Work, ---------------------- such Work shall be performed by contractors, subcontractors, and mechanics that Landlord has consented to in advance, which consent shall not be unreasonably withheld; conditioned or delayed, provided, Landlord reserves the right to cause any portion of such Work which affects the Building's structure or any Building system (such as the heating, ventilating and air conditioning systems, the plumbing system, life safety and the electrical system) to be performed by contractors, subcontractors and mechanics of Landlord's choosing, in which event Tenant shall pay the reasonable cost of preparation of the plans and permits and fees of said contractors, subcontractors and mechanics. Furthermore, Landlord reserves the right to require Tenant to retain only union contractors. Before commencement of any Work or delivery of any materials into the Premises or the Building, Tenant shall furnish to Landlord, for its prior written approval, architectural plans and specifications certified by a licensed architect or engineer reasonably acceptable to Landlord, and such other documentation as Landlord shall reasonably request. Tenant agrees to contract directly with such approved contractors, subcontractors and mechanics. Tenant agrees to indemnify, defend, protect and hold Landlord, its agents, partners, officers, servants and employees forever harmless from and against all claims and liabilities of every kind, nature and description which may imposearise out of or in any way be connected with any such Work. Tenant shall pay the reasonable costs incurred by Landlord in reviewing plans and materials submitted to Landlord for approval. In addition, promptly after being billed therefor by Landlord, Tenant shall pay to Landlord a supervisory fee equal to 5% of the cost of all Work. Landlord's review of the plans and materials submitted to Landlord as set forth in this Section 9.2, 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, Code compliance or other like matters. Accordingly, notwithstanding that any plans and materials submitted to Landlord 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 therein, and Tenant's waiver and indemnity set forth in Section 14 of this Lease shall specifically apply thereto. Tenant shall pay the cost of all such Work and the cost of repairing, decorating and altering the Premises and the Building occasioned by any such Work. In the event the cost of the Work exceeds Twenty- Five Thousand and No/100 ($25,000.00) Dollars, Landlord shall have the right, as a condition to approval, to require Tenant to provide reasonable security to insure the payment of its consent all costs of the Work. All alterations, improvements, additions and installations to any and all Alterations or repairs on the Premises (including the initial Tenant Improvements constructed pursuant to the Work Letter), if any, shall become part of the Premises or about at 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 licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, and the requirement that all Alterations conform in terms time of quality and style to the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt 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 San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areas. 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 Project or any portion thereof, by any other tenant of the Project, 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, 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. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to, Landlord’s request, deliver to the Project management office 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 Alterationsinstallation.

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 any and all Alterations or repairs of the Premises or about the Premises, such impose commercially 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 licensed contractorscontractors (with Swinerton, subcontractorsBCCI Construction, Xxxxxx Construction, Xxxxxx Building Corporation and Turelk Construction being deemed approved), materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, or provide that Tenant shall utilize an available contractor of Landlord’s selection to perform all work for Alterations that constitute a Design Problem (provided that Landlord shall cause such 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). Landlord hereby approves the requirement that following vendors: a. Architect(s) – Interior Architects and Gensler Architects b. MEP Engineer – Building Networks Group c. Security Integrator(s) - Securitas and IES d. Audio Visual Integrators – Compview and IVCI e. Hygienist - CSC f. Furniture – RDI / Knoll g. Office Fronts – Steel Case h. Flooring - Xxxx Tenant shall construct all Alterations conform and perform any repairs undertaken by Tenant in terms conformance with all applicable Laws and pursuant to a valid building permit, issued by the City of quality Los Angeles, and style to the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply conformance with Landlord’s reasonable construction rules and regulations concerning such hazardous materials or substancesregulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws, 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. Tenant shall construct such All work with respect to any Alterations and perform such repairs must be done in a good and workmanlike manner, in conformance with any manner and all applicable federal, state, county or municipal laws, rules and regulations and pursuant diligently prosecuted to a valid building permit, issued by completion to the City of San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areasperiod 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 Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, 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) contractorsBuilding, services, workmen, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony interfere with the workforce or trades engaged labor force working in performing other work, labor or services in or about the Building or the Common AreasBuilding. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any AlterationsAlterations requiring a building permit and costing in excess of $75,000, Tenant agrees toto cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Sections 8180-8190 of the Civil Code of the State of California or any successor statute, Landlord’s request, and Tenant shall deliver to the Project Building management office a reproducible an electronic copy of the “as-built” record set of drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose(a) Tower Company represents, as a condition of its consent to any warrants and all Alterations or repairs of agrees that 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 licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by Tenant from a list provided by Landlord with respect to certain trades, and if Landlord has no such list for the applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and materialmen selected by Tenant and reasonably approved by Landlord, 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 disturb hazardous materials or substances existing in the Premises, Tenant Tower Facilities shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt 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 be constructed in a good and workmanlike manner, manner and in conformance accordance with any the Plans and Specifications and all applicable federal, statestate and local laws, county or municipal lawsordinances, rules and regulations and pursuant shall be of good quality, free from faults and patent defects. Tower Company warrants to a valid building permit, issued by the City of San Diego, Carrier that all in conformance with Landlord’s construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areas. 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 Project or any portion thereof, by any other tenant of the Project, 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, 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. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to, Landlord’s request, deliver to the Project management office 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 furnished in connection with the Alterationsconstruction of the Tower Facilities will be new unless otherwise specified, and of good quality, and that such construction will be of good quality in accordance with industry standards, free from faults and patent defects. (b) Tower Company shall supervise and direct the work on the Tower Facilities (the "Work"), using Tower Company's best skill and attention. Tower Company shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work on the Tower Facilities under this Agreement. (c) Unless otherwise provided in this Agreement, Tower Company shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (d) Tower Company shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. Tower Company shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (e) Tower Company shall pay sales, consumer, use, and other similar taxes regarding the Tower Facilities, the construction and leasing thereof, and shall secure and pay for any permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. (f) Tower Company shall keep the Tower Facilities and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the work Tower Company shall remove from and about the Tower Facilities waste materials, rubbish, tools, construction equipment, machinery and surplus materials. (g) Tower Company shall provide Carrier (and its employees, agents and contractors) access to the Work in preparation and progress wherever located, provided that such access shall not interfere with the Work. (h) Tower Company shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold Carrier harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Carrier unless Tower Company has reason to believe that there is an infringement of patent. (i) Tower Company shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Tower Company shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work, the Tower Facilities or the Property and other persons who may be affected thereby; (2) the Work, the Tower Facilities, the Property and materials and equipment to be incorporated therein; and (3) other property at the Property or adjacent thereto.