Common use of Project Requirements Clause in Contracts

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the tine design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause Tenant’s contractor to be procured procure the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value cost of the Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Two Million Dollars ($3,000,0002,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain cause all required governmental permits and approvals for the Alterations and shall construct the Alterations work to be performed in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall reimburse Landlord within thirty (30) days after written demand as Additional Rent for any out-of-pocket expenses incurred by Landlord in connection with the Alterations and/or any repairs or replacements required to be made by Tenant, including, without limitation, any reasonable fees charged by Landlord’s contractors and/or consultants to review plans and specifications or working drawings prepared by Tenant and to inspect or supervise any work performed by or on behalf of Tenant. Tenant acknowledges and agrees that Landlord and Landlord’s contractors and consultants, in reviewing Tenant’s plans and specifications or working drawings, in granting approval for them, and in approving any work done by Tenant, owe no duty and assume no responsibility to Tenant for the design and construction of the Alterations, it being expressly understood and agreed that Landlord, its contractors and consultants may, in their sole discretion, limit the scope of its review to only such matters as may appear appropriate or necessary in the interests of Landlord. (f) Tenant shall take all necessary safety precautions during any construction. (fg) Tenant shall take all necessary and prudent measures to secure the Premises, all of the materials and equipment stored on the Property in connection with Tenant’s Alterations and any components of the Building or the Property exposed as a result of Tenant’s Alterations. Tenant shall be solely responsible for any loss, injury or damage suffered as a result of a failure to provide such security measures. (h) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterationsconstruction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)times. (gi) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 10.2 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior Tenant, in connection with any Alteration, shall comply with any rules and regulations as may be from time to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, time established by Landlord and communicated in writing to Tenant. Tenant shall obtain not proceed with any Alteration (other than Permitted Alterations) unless and until Landlord approves Tenant’s plans and specifications therefor. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’s written approval’ benefit, which approval shall not be unreasonably withheldand without any representation or warranty to Tenant with respect to the adequacy, conditioned correctness or delayedefficiency thereof, of the identity of each of the design architect and the general contractorits compliance with Legal Requirements or otherwise. Landlord hereby approves the construction shall, within ten (10) business days following receipt of Tenant’s initial plans and specifications for the performance of any Alteration that is not a Material Alteration (and within twenty (20) business days following receipt of Tenant’s plans and specifications for the performance of any Alteration that is a Material Alteration) advise Tenant Improvement Workof Landlord’s approval or disapproval of such plans and specifications for such an Alteration or any part thereof and, as described if approved, shall advise Tenant, contemporaneously with such approval, whether, upon completion of any Material Alteration, such Material Alteration shall be deemed a Non-Severable Material Alteration. If Landlord shall fail to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within such ten (10) business day period (or such twenty (20) business day period in Exhibit H attached heretothe case of Material Alterations), including without limitation, the installation of additional skylights, provided that Landlord Tenant shall have the right to review give a reminder notice (as described further below) to Landlord and if Landlord fails to approve the or disapprove Tenant’s plans and specifications or any part thereof within such two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved such plans and specifications for such Tenant Improvement Work prior to commencement of an Alteration or the work applicable part thereof. If Landlord shall disapprove such plans and specifications for such Tenant Improvement Work an Alteration (or any part thereof), Landlord shall comply with the remaining requirements set forth in Sections 9.2reasonable detail its reasons for such disapproval in writing. Landlord shall advise Tenant within five (5) business days (or ten (10) business days in the case of Material Alterations) following receipt of Tenant’s revised plans and specifications, this Section 9.3 or portions thereof, of Landlord’s approval or disapproval of the revised plans and Section 29.21specifications or any portion thereof, and shall set forth in reasonable detail Landlord’s reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove the revised plans and specifications for such an Alteration or any portion thereof within such five (5) business day period (or such ten (10) business day period in the case of Material Alterations), Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved the revised plans and specifications or such portions thereof. For the avoidance of doubt, Landlord shall not unreasonably withhold its approval of plans and specifications for any Material Alteration. As used herein, a “reminder notice” shall include a conspicuous statement that Landlord’s failure to respond within the specified time shall result in Landlord being deemed to have approved the Alteration in question. (b) Upon the completion of the Alteration in accordance with the terms of this Article 10 Tenant shall submit to Landlord (x) proof evidencing the payment in full for said Alteration, (y) written unconditional lien waivers of mechanics’ liens and other liens on the Property from all contractors performing said Alteration and (z) all other submissions as may be, from time to time reasonably required by Landlord. (c) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.214.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Landlord or Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and floodArticle 14, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit compensation laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (cd) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense (except as provided in Section 10.3) and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable LawsLegal Requirements, and with plans and specifications that are in accordance with the provisions of this Article 9 10 and all other provisions of this Lease. (de) Prior to the commencement of any Alteration construction, alteration, addition, improvements, repair or landscaping in excess of Ten Fifty Thousand Dollars ($10,00050,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice (or concurrent notice in the event of an emergency repair required to protect human health or safety) of the commencement of any such Alteration construction, alteration, addition, improvement, repair or landscaping in order that Landlord shall have sufficient time to post such notice. (ef) Tenant shall take all necessary safety precautions during any construction. (fg) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterationsconstruction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times times, and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same are subject to Landlord. This Section 9.3(f’s approval as provided in subsection (a) shall not apply to the cosmetic alterations described in Section 9.2(a)above. (gh) Upon completion of the construction of any Alterations in excess of Ten Fifty Thousand Dollars ($10,00050,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens Liens arising out of or in any way connected with such construction (except for liens Liens that are contested in the manner provided herein). (i) Tenant shall reimburse Landlord within five (5) days following demand for any out-of-pocket expenses incurred by Landlord in the review of any Alterations proposed to be made by Tenant, including fees charged by Landlord’s contractors or consultants to review plans and specifications, and such reimbursement obligation shall constitute Additional Rent hereunder. (j) Should any Liens be filed against any portion of the Property by reason of the acts or omissions of, or because of a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) business days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said twenty (20) business day period, Landlord may cancel or discharge the same and, upon Landlord=s demand, Tenant shall reimburse Landlord for all costs incurred in canceling or discharging such liens, together with interest thereon at the Interest Rate from the date incurred by Landlord to the date of payment by Tenant, such reimbursement to be made within twenty (20) days after receipt by Tenant of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmless from and against all costs (including, without limitation, attorneys= fees and disbursements and costs of suit), losses, liabilities or causes of action arising out of or relating to any Alteration, including, without limitation, any mechanics= or other liens asserted in connection with such Alteration. (k) Tenant shall deliver to Landlord, within sixty (60) days after the completion of an Alteration costing in excess of $50,000, “as-built” drawings thereof. During the Term, Tenant shall keep records of Alterations costing in excess of $50,000 including plans and specifications, copies of contracts, invoices, evidence of payment and all other records customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within thirty (30) days after demand by Landlord, furnish to Landlord copies of such records. (l) All Alterations to and fixtures installed by Tenant in the Premises (other than Tenant’s Property) shall be fully paid for by Tenant in cash and not be subject to conditional bills of sale, chattel mortgages, or other title retention agreements.

Project Requirements. The following provisions of this Section 9.3 10.6 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the any Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Tenant Improvement Work or Alterations, Tenant shall procure or cause Tenant’s contractor to be procured procure the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.214.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.214.3, comprehensive “all risk” special form builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value cost of the Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.214.3, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one three (13) year years after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in with a liability amount limit not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Five Million Dollars ($3,000,0005,000,000) combined single limitper occurrence, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. Such insurance shall include Landlord as an additional insured. (iii) Commercial auto liability insurance for all owned, non-owned and hired autos used in the construction of any work with liability limits not less than Five Million Dollars ($5,000,000) combined single limit per accident. Such insurance shall name Landlord and Tenant as additional insureds. (iv) Workers’ Compensation Insurance compensation insurance approved by the State of California, covering all employees of the contractor and any subcontractors, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employeremployer’s Liability Insurance liability insurance with limits not less than One Two Million Dollars ($1,000,0002,000,000) each accident and each disease, or such higher amounts as may be required by lawApplicable Law. Such insurance shall include a waiver of subrogation in favor of Landlord. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain cause all required governmental permits and approvals for the Alterations and shall construct the Alterations work to be performed in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 10 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days Business Days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall reimburse Landlord within thirty (30) days after written demand as Additional Rent for any out-of-pocket expenses incurred by Landlord in connection with the Tenant Improvement Work or Alterations and/or any repairs or replacements required to be made by Tenant, including, without limitation, any reasonable fees charged by Landlord’s contractors and/or consultants to review plans and specifications or working drawings prepared by Tenant and to inspect or supervise any work performed by or on behalf of Tenant. Tenant acknowledges and agrees that Landlord and Landlord’s contractors and consultants, in reviewing Tenant’s plans and specifications or working drawings, in granting approval for them, and in approving any work done by Tenant, owe no duty and assume no responsibility to Tenant for the design and construction of the Tenant Improvement Work or Alterations, it being expressly understood and agreed that Landlord, its contractors and consultants may, in their sole discretion, limit the scope of its review to only such matters as may appear appropriate or necessary in the interests of Landlord. (f) Tenant and Tenant’s Agents shall take all necessary safety precautions during any construction. (fg) Tenant shall take all necessary and prudent measures to secure the Premises, all of the materials and equipment stored on the Property in connection with Tenant’s Alterations and any components of the Building or the Property exposed as a result of Tenant’s Alterations. Tenant shall be solely responsible for any loss, injury or damage suffered as a result of a failure to provide such security measures. (h) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterationsconstruction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. , Tenant shall, at its cost, make a copy deliver copies of the as-built drawings and annotated plans to Landlord in Adobe Acrobat and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)AutoCAD formats. (gi) Upon completion of the construction of the Tenant Improvement Work and any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class good manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) With regards to any work to be performed to or needed by the Building Systems and subsystems, Tenant shall use those subcontractors that regularly maintain and manage such systems, and such work will include design, components, distribution, and installation to meet Landlord’s specifications for the operations of the Building. (g) With regard to any Alterations in excess of Ten Thousand Dollars ($10,000), Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has Alterations have been substantially completed. , Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (gh) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 9.4 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the any Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Tenant Improvement Work or Alterations, Tenant shall procure or cause its general contractor to be procured procure the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value cost of the Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to to. Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than the following amounts of combined single limit coverage: One Million Dollars ($1,000,000) for projects with an estimated cost of $150,000 or less, Three Million Dollars ($3,000,000) combined single limitfor projects with an estimated cost above $150,000 and up to $500,000, which and Five Million Dollars ($5,000,000) for projects with an estimated cost in excess of $500,000. Such policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent good and first class workmanlike manner. Tenant shall obtain cause all required governmental permits and approvals for the Alterations and shall construct the Alterations work to be performed in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Twenty- Five Thousand Dollars ($10,00025,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall reimburse Landlord within ten (10) days after written demand as Additional Rent for any out-of-pocket expenses incurred by Landlord in connection with the Alterations (not including any Tenant Improvement Work) and/or any repairs or replacements required to be made by Tenant, including, without limitation, any reasonable fees charged by Landlord’s contractors and/or consultants to review plans and specifications or working drawings prepared by Tenant. Tenant acknowledges and agrees that Landlord and Landlord’s contractors and consultants, in reviewing Tenant’s plans and specifications or working drawings, in granting approval for them, and in approving any work done by Tenant, owe no duty and assume no responsibility to Tenant for the design or construction of the Tenant Improvement Work or Alterations, it being expressly understood and agreed that Landlord, its contractors and consultants may, in their sole discretion, limit the scope of its review to only such matters as may appear appropriate or necessary in the interests of Landlord. (f) Tenant shall take all necessary safety precautions during any construction. (fg) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. , Tenant shall, at its cost, make a copy deliver copies of the as-built drawings and annotated plans and specifications to Landlord in hard copy and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)Adobe Acrobat and AutoCAD formats. (gh) Upon completion of the construction of the Tenant Improvement Work and any Alterations in excess of Ten Twenty-Five Thousand Dollars ($10,00025,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any AlterationsAlterations requiring Landlord’s approval, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Two Million Dollars ($3,000,0002,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of the any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain for any construction requiring Landlord’s approval (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the any material Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has Alterations have been substantially completed. , Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 Lessee shall apply complete the capital improvements and repairs (subject to the Tenant terms of Section 17.2 below), in accordance with the Capital Improvement Work Budget or any Supplemental Capital Improvement Budget. Lessee shall complete the Designated Capital Improvements as soon as reasonably practicable following the Effective Date but in any event no later than the Commencement Date Certain. The Designated Capital Improvements and the Supplemental Capital Improvements shall be constructed in a good and workmanlike fashion, in accordance with all Alterationsapplicable statutes, whether or not requiring laws, ordinances, orders, codes, rules, regulations, building and fire codes and other governmental requirements, including, without limitation, the ADA. Lessee shall permit access to each applicable portion of the Premises upon reasonable notice (except that no notice shall be required in the case of an emergency), and the Designated Capital Improvements and the Supplemental Capital Improvements shall be subject to inspection and supervision by Landlord and Landlord’s architects, engineers, contractors and other representatives, at all times during the period in which the Designated Capital Improvements and the Supplemental Capital Improvements are being constructed and installed and within a reasonable period following completion of the Designated Capital Improvements and the Supplemental Capital Improvements. Notwithstanding the foregoing, neither Landlord’s review and approval (unless otherwise noted): (a) Prior to entering into of the Capital Improvement Budget or a contract Supplement Capital Improvement Budget or Landlord’s supervision of the Designated Capital Improvements or the Supplemental Capital Improvements shall create any responsibility or liability on the part of Landlord for compliance with all applicable statutes, laws, ordinances, orders, codes, rules, regulations, building and fire codes and other governmental requirements, as described above, or for the Tenant completeness or design sufficiency of the Designated Capital Improvements and or the Supplemental Capital Improvements. No portion of the Designated Capital Improvements or the Supplemental Capital Improvements shall be undertaken or commenced by Lessee until (i) all necessary permits have been obtained by Lessee and (ii) all required insurance coverages have been obtained by Lessee, it being understood that failure of Landlord to receive evidence of such coverage upon commencement of the Designated Capital Improvements or the Supplemental Capital Improvements shall not waive Lessee’s obligations to obtain such coverages. Any changes to the Capital Improvement Work Budget or Alterations requiring the Supplemental Capital Improvement Budget must be made in accordance with the terms of the Credit Agreement and approved by Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned delayed or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21conditioned. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000)Alteration, Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of the Tenant Improvement Work and any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) With regards to any work to be performed to or needed by the Building Systems and subsystems, Tenant shall use those subcontractors that regularly maintain and manage such systems, and such work will include design, components, distribution, and installation to meet Landlord’s specifications for the operations of the Building. (g) With regard to any Alterations in excess of Twenty-Five Thousand Dollars ($25,000), Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has Alterations have been substantially completed. , Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (gh) Upon completion of the construction of any Alterations in excess of Ten Twenty-Five Thousand Dollars ($10,00025,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to all Alterations and the Tenant Improvement Work and all AlterationsWork, whether or not requiring Landlord’s 's approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s 's approval, Tenant shall obtain Landlord’s 's written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of the Tenant Improvement Work or any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “"all risk” " builder’s 's risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’', subcontractors’ ' and construction managers’ ' tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s's, construction manager’s 's and contractor’s 's protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ ' Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ ' compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s 's Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be that required by law. (c) All construction and other work in connection with the Tenant Improvement Work (subject to the Tenant Improvement Allowance) and any Alterations shall be done at Tenant’s 's sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits perform the Tenant Improvement Work and approvals for the Alterations and shall construct the any Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of the Tenant Improvement Work or any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s 's nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the AlterationsTenant Improvement Work or any Alterations requiring Landlord's consent, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)times. (g) Upon completion of the construction of the Tenant Improvement Work or any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 10.2 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior Tenant, in connection with any Alteration, shall comply with any rules and regulations as may be from time to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, time established by Landlord and communicated in writing to Tenant. Tenant shall obtain not proceed with any Alteration (other than Permitted Alterations) unless and until Landlord approves Tenant’s plans and specifications therefor. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’s written approval’ benefit, which approval shall not be unreasonably withheldand without any representation or warranty to Tenant with respect to the adequacy, conditioned correctness or delayedefficiency thereof, of the identity of each of the design architect and the general contractorits compliance with Legal Requirements or otherwise. Landlord hereby approves the construction shall, within ten (10) business days following receipt of Tenant’s initial plans and specifications for the performance of any Alteration that is not a Material Alteration (other than Permitted Alterations), advise Tenant Improvement Workof Landlord’s approval or disapproval of such plans and specifications for such an Alteration or any part thereof. If Landlord shall fail to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within such ten (10) business day period, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord Tenant shall have the right to review give a reminder notice to Landlord and if Landlord fails to approve the or disapprove Tenant’s plans and specifications or any part thereof within such two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved such plans and specifications for such Tenant Improvement Work prior to commencement of an Alteration or the work applicable part thereof. If Landlord shall disapprove such plans and specifications for such Tenant Improvement Work an Alteration (or any part thereof), Landlord shall comply with the remaining requirements set forth in Sections 9.2reasonable detail its reasons for such disapproval in writing. Landlord shall advise Tenant within five (5) business days following receipt of Tenant’s revised plans and specifications, this Section 9.3 or portions thereof, of Landlord’s approval or disapproval of the revised plans and Section 29.21specifications or any portion thereof, and shall set forth in reasonable detail Landlord’s reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove the revised plans and specifications for such an Alteration or any portion thereof within such five (5) business day period, Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved the revised plans and specifications or such portions thereof. For the avoidance of doubt, Landlord’s approval of plans and specifications for any Material Alteration may be given or withheld in its sole discretion. (b) With respect to any Alterations expected to cost more than $100,000, Tenant shall furnish to Landlord one of the following (as selected by Tenant): (i) a cash deposit, (ii) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in California reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter of credit, issued by a bank and in a form satisfactory to Landlord; each to be equal to 125% of the cost of the Alteration, estimated as set forth above. Any such letter of credit shall be for one year and shall be renewed by Tenant each and every year until the Alteration in question is completed and shall be delivered to Landlord not less than 30 days prior to the expiration of the then current letter of credit, failing which Landlord may present the then current letter of credit for payment. Upon (A) the completion of the Alteration in accordance with the terms of this Article 10 and (B) the submission to Landlord of (x) proof evidencing the payment in full for said Alteration, (y) written unconditional lien waivers of mechanics’ liens and other liens on the Property from all contractors performing said Alteration and (z) all other submissions as may be, from time to time reasonably required by Landlord, the security deposited with Landlord (or the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant. Upon Tenant’s failure properly to perform, complete and fully pay for any Alteration, as determined by Landlord, Landlord may, upon notice to Tenant, draw on the security deposited under this Section 10.2 to the extent Landlord deems necessary in connection with said Alteration, the restoration and/or protection of the Premises or the Property and the payment of any costs, damages or expenses resulting therefrom. (c) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.214.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.214.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.214.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (cd) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable LawsLegal Requirements, and with plans and specifications that are in accordance with the provisions of this Article 9 10 and all other provisions of this Lease. (de) Prior to the commencement of any Alteration construction, alteration, addition, improvements, repair or landscaping in excess of Ten Fifty Thousand Dollars ($10,00050,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice (or concurrent notice in the event of an emergency repair required to protect human health or safety) of the commencement of any such Alteration construction, alteration, addition, improvement, repair or landscaping in order that Landlord shall have sufficient time to post such notice. (ef) Tenant shall take all necessary safety precautions during any construction. (fg) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterationsconstruction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times times, and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same are subject to Landlord. This Section 9.3(f’s approval as provided in subsection (a) shall not apply to the cosmetic alterations described in Section 9.2(a)above. (gh) Upon completion of the construction of any Alterations in excess of Ten Fifty Thousand Dollars ($10,00050,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens Liens arising out of or in any way connected with such construction (except for liens Liens that are contested in the manner provided herein). (i) Tenant shall reimburse Landlord within five (5) days following demand for any out-of-pocket expenses incurred by Landlord in the review of any Alterations proposed to be made by Tenant, including fees charged by Landlord’s contractors or consultants to review plans and specifications, and such reimbursement obligation shall constitute Additional Rent hereunder. (j) Should any Liens be filed against any portion of the Property by reason of the acts or omissions of, or because of a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) business days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said twenty (20) business day period, Landlord may cancel or discharge the same and, upon Landlord’s demand, Tenant shall reimburse Landlord for all costs incurred in canceling or discharging such liens, together with interest thereon at the Interest Rate from the date incurred by Landlord to the date of payment by Tenant, such reimbursement to be made within twenty (20) days after receipt by Tenant of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmless from and against all costs (including, without limitation, attorneys’ fees and disbursements and costs of suit), losses, liabilities or causes of action arising out of or relating to any Alteration, including, without limitation, any mechanics’ or other liens asserted in connection with such Alteration. (k) Tenant shall deliver to Landlord, within sixty (60) days after the completion of an Alteration costing in excess of $50,000, “as-built” drawings thereof. During the Term, Tenant shall keep records of Alterations costing in excess of $50,000 including plans and specifications, copies of contracts, invoices, evidence of payment and all other records customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within thirty (30) days after demand by Landlord, furnish to Landlord copies of such records. (l) All Alterations to and fixtures installed by Tenant in the Premises (other than Tenant’s Property) shall be fully paid for by Tenant in cash and not be subject to conditional bills of sale, chattel mortgages, or other title retention agreements.

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves Notwithstanding the construction foregoing, for purposes of Tenant’s initial the Tenant Improvement Work, as described in Exhibit H attached heretothe following architects and general contractors are hereby approved by Landlord: ▇▇▇▇▇▇-▇▇▇▇▇▇ Associates and SC Builders, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21.Inc. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage (either as part of Tenant’s regular insurance policy or by separate policies) described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Two Million Dollars ($3,000,0002,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)times. (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 10.6 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the any Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves Tenant shall not be required to use union labor in connection with the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Tenant Improvement Work or Alterations, Tenant shall procure or cause Tenant’s contractor to be procured procure the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.214.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.214.2, comprehensive “all risk” special form builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value cost of the Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.214.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one three (13) year years after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in with a liability amount limit not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Five Million Dollars ($3,000,0005,000,000) combined single limitper occurrence, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. Such insurance shall include Landlord as an additional insured. (iii) Commercial auto liability insurance for all owned, non-owned and hired autos used in the construction of any work with liability limits not less than Five Million Dollars ($5,000,000) combined single limit per accident. Such insurance shall name Landlord and Tenant as additional insureds. (iv) Workers’ Compensation Insurance compensation insurance approved by the State of California, covering all employees of the contractor and any subcontractors, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employeremployer’s Liability Insurance liability insurance with limits not less than One Two Million Dollars ($1,000,0002,000,000) each accident and each disease, or such higher amounts as may be required by lawApplicable Law. Such insurance shall include a waiver of subrogation in favor of Landlord. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain cause all required governmental permits and approvals for the Alterations and shall construct the Alterations work to be performed in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 10 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days Business Days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall reimburse Landlord within thirty (30) days after written demand as Additional Rent for any out-of-pocket expenses incurred by Landlord in connection with the Tenant Improvement Work or Alterations and/or any repairs or replacements required to be made by Tenant, including, without limitation, any reasonable fees charged by Landlord’s contractors and/or consultants to review plans and specifications or working drawings prepared by Tenant and to inspect or supervise any work performed by or on behalf of Tenant. Other than the foregoing, Landlord shall not charge a supervisory or management fee in connection with the construction of any Tenant Improvement Work or Alterations. Tenant acknowledges and agrees that Landlord and Landlord’s contractors and consultants, in reviewing Tenant’s plans and specifications or working drawings, in granting approval for them, and in approving any work done by Tenant, owe no duty and assume no responsibility to Tenant for the design and construction of the Tenant Improvement Work or Alterations, it being expressly understood and agreed that Landlord, its contractors and consultants may, in their sole discretion, limit the scope of its review to only such matters as may appear appropriate or necessary in the interests of Landlord. (f) Tenant and Tenant’s Agents shall take all necessary safety precautions during any construction, including, without limitation, compliance with the California Division of Occupational Safety and Health. (fg) Tenant shall take all necessary and prudent measures to secure the Premises, all of the materials and equipment stored on the Property in connection with Tenant’s Alterations and any components of the Building or the Property exposed as a result of Tenant’s Alterations. Tenant shall be solely responsible for any loss, injury or damage suffered as a result of a failure to provide such security measures. (h) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterationsconstruction, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. , Tenant shall, at its cost, make a copy deliver copies of the as-built drawings and annotated plans to Landlord in Adobe Acrobat and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)AutoCAD formats. (gi) Upon completion of the construction of the Tenant Improvement Work and any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or any Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Twenty Five Thousand Dollars ($10,00025,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of the Tenant Improvement Work and any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) With regards to any work to be performed to or needed by the Building Systems and subsystems, Tenant shall use those subcontractors that regularly maintain and manage such systems, and such work will include design, components, distribution, and installation to meet Landlord’s specifications for the operations of the Building. (g) With regard to any Alterations in excess of Twenty Five Thousand Dollars ($25,000), Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable noticetimes. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has Alterations have been substantially completed. , Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (gh) Upon completion of the construction of any Alterations in excess of Ten Twenty Five Thousand Dollars ($10,00025,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).

Project Requirements. The following provisions of this Section 9.3 10.2 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior Tenant, in connection with any Alteration, shall comply with any rules and regulations as may be from time to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, time established by Landlord and communicated in writing to Tenant. Tenant shall obtain not proceed with any Alteration (other than Permitted Alterations) unless and until Landlord approves Tenant’s plans and specifications therefor. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’s written approval’ benefit, which approval shall not be unreasonably withheldand without any representation or warranty to Tenant with respect to the adequacy, conditioned correctness or delayedefficiency thereof, of the identity of each of the design architect and the general contractorits compliance with Legal Requirements or otherwise. Landlord hereby approves the construction shall, within ten (10) business days following receipt of Tenant’s initial plans and specifications for the performance of any Alteration that is not a Material Alteration (other than Permitted Alterations), advise Tenant Improvement Workof Landlord’s approval or disapproval of such plans and specifications for such an Alteration or any part thereof. If Landlord shall fail to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within such ten (10) business day period, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord Tenant shall have the right to review give a reminder notice to Landlord and if Landlord fails to approve the or disapprove Tenant’s plans and specifications or any part thereof within such two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved such plans and specifications for such Tenant Improvement Work prior to commencement of an Alteration or the work applicable part thereof. If Landlord shall disapprove such plans and specifications for such Tenant Improvement Work an Alteration (or any part thereof), Landlord shall comply with the remaining requirements set forth in Sections 9.2reasonable detail its reasons for such disapproval in writing. Landlord shall advise Tenant within five (5) business days following receipt of Tenant’s revised plans and specifications, this Section 9.3 or portions thereof, of Landlord’s approval or disapproval of the revised plans and Section 29.21specifications or any portion thereof, and shall set forth in reasonable detail Landlord’s reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove the revised plans and specifications for such an Alteration or any portion thereof within such five (5) business day period, Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove Tenant’s plans and specifications for such an Alteration or any part thereof within two (2) business days after receipt of such reminder notice, Landlord shall be deemed to have approved the revised plans and specifications or such portions thereof. For the avoidance of doubt, Landlord’s approval of plans and specifications for any Material Alteration may be given or withheld in its sole discretion. (b) Before commencing the construction of With respect to any AlterationsAlterations expected to cost more than $100,000, Tenant shall procure or cause furnish to be procured Landlord one of the insurance coverage described below following (as selected by Tenant): (i) a cash deposit, (ii) a performance bond and provide Landlord with certificates of such insurance a labor and materials payment bond (issued by a corporate surety licensed to do business in form California reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter of credit, issued by a bank and in a form satisfactory to Landlord; each to be equal to 125% of the cost of the Alteration, estimated as set forth above. All Any such insurance letter of credit shall comply with the following requirements of this Section be for one year and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained shall be renewed by Tenant pursuant each and every year until the Alteration in question is completed and shall be delivered to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount Landlord not less than 30 days prior to the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance expiration of the work by Tenantthen current letter of credit, broad form blanket contractual liability, broad form property damage and full form personal injury failing which Landlord may present the then current letter of credit for payment. Upon (including but not limited to bodily injury), covering A) the performance completion of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are Alteration in accordance with the provisions terms of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, 10 and (iiB) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a). (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory submission to Landlord of (x) proof evidencing the payment in full for said Alteration, (y) written unconditional lien waivers of mechanics’ liens and other liens on the Property from all costscontractors performing said Alteration and (z) all other submissions as may be, expensesfrom time to time reasonably required by Landlord, liabilities the security deposited with Landlord (or the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant. Upon Tenant’s failure properly to perform, complete and liens arising out of or in fully pay for any way connected with such construction (except for liens that are contested in Alteration, as determined by Landlord, Landlord may, upon notice to Tenant, draw on the manner provided herein).security deposited under this

Project Requirements. The following provisions of this Section 9.3 9.2 shall apply to the Tenant Improvement Work and all Alterations, whether or not requiring Landlord’s approval (unless otherwise noted): (a) Prior to entering into a contract for the Tenant Improvement Work or Alterations requiring Landlord’s approval, Tenant shall obtain Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the identity of each of the design architect and the general contractor. Landlord hereby approves the construction of Tenant’s initial Tenant Improvement Work, as described in Exhibit H attached hereto, including without limitation, the installation of additional skylights, provided that Landlord shall have the right to review and approve the plans and specifications for such Tenant Improvement Work prior to commencement of the work and such Tenant Improvement Work shall comply with the remaining requirements set forth in Sections 9.2, this Section 9.3 and Section 29.21. (b) Before commencing the construction of any Alterations, Tenant shall procure or cause to be procured the insurance coverage described below and provide Landlord with certificates of such insurance in form reasonably satisfactory to Landlord. All such insurance shall comply with the following requirements of this Section and of Section 13.2. (i) During the course of construction, to the extent not covered by property insurance maintained by Tenant pursuant to Section 13.2, comprehensive “all risk” builder’s risk insurance, including vandalism and malicious mischief, excluding earthquake and flood, covering all improvements in place on the Premises, all materials and equipment stored at the site and furnished under contract, and all materials and equipment that are in the process of fabrication at the premises of any third party or that have been placed in transit to the Premises when such fabrication or transit is at the risk of, or when title to or an insurable interest in such materials or equipment has passed to, Tenant or its construction manager, contractors or subcontractors (excluding any contractors’, subcontractors’ and construction managers’ tools and equipment, and property owned by the employees of the construction manager, any contractor or any subcontractor), such insurance to be written on a completed value basis in an amount not less than the full estimated replacement value of Alterations. (ii) Commercial general liability insurance covering Tenant, Landlord and each construction manager, contractor and subcontractor engaged in any work on the Premises, which insurance may be effected by endorsement, if obtainable, on the policy required to be carried pursuant to Section 13.2, including insurance for completed operations, elevators, owner’s, construction manager’s and contractor’s protective liability, products completed operations for one (1) year after the date of acceptance of the work by Tenant, broad form blanket contractual liability, broad form property damage and full form personal injury (including but not limited to bodily injury), covering the performance of all work at or from the Premises by Tenant, its construction manager, contractors and subcontractors, and in a liability amount not less than the amount at the time carried by prudent owners of comparable construction projects, but in any event not less than Three Million Dollars Dollar ($3,000,000) combined single limit, which policy shall include thereunder for the mutual benefit of Landlord and Tenant, bodily injury liability and property damage liability, and automobile insurance on any non-owned, hired or leased automotive equipment used in the construction of any work. (iii) Workers’ Compensation Insurance approved by the State of California, in the amounts and coverages required under workers’ compensation, disability and similar employee benefit laws applicable to the Premises, and Employer’s Liability Insurance with limits not less than One Million Dollars ($1,000,000) or such higher amounts as may be required by law. (c) All construction and other work in connection with any Alterations shall be done at Tenant’s sole cost and expense and in a prudent and first class manner. Tenant shall obtain all required governmental permits and approvals for the Alterations and shall construct the Alterations in accordance with all Applicable Laws, and with plans and specifications that are in accordance with the provisions of this Article 9 and all other provisions of this Lease. (d) Prior to the commencement of any Alteration in excess of Ten Thousand Dollars ($10,000), Landlord shall have the right to post in a conspicuous location on the Premises and to record in the public records a notice of Landlord’s nonresponsibility. Tenant covenants and agrees to give Landlord at least ten (10) days prior written notice of the commencement of any such Alteration in order that Landlord shall have sufficient time to post such notice. (e) Tenant shall take all necessary safety precautions during any construction. (f) Tenant shall prepare and maintain (i) on a current basis during construction, annotated plans and specifications showing clearly all changes, revisions and substitutions during construction, and (ii) upon completion of construction of the Alterations, as-built drawings showing clearly all changes, revisions and substitutions during construction, including, without limitation, field changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural members, walls, partitions and other significant features. These as-built drawings and annotated plans and specifications shall be kept at the Premises and Tenant shall update them as often as necessary to keep them current. The as-built drawings and annotated plans and specifications shall be made available for copying and inspection by Landlord at all reasonable times and upon reasonable notice. Within sixty (60) days after the Tenant Improvement Work with respect to the Premises has been substantially completed. Tenant shall, at its cost, make a copy of the as-built drawings and annotated plans and specifications and deliver the same to Landlord. This Section 9.3(f) shall not apply to the cosmetic alterations described in Section 9.2(a)times. (g) Upon completion of the construction of any Alterations in excess of Ten Thousand Dollars ($10,000) during the Term, Tenant shall file for recordation, or cause to be filed for recordation, a notice of completion and shall deliver to Landlord evidence satisfactory to Landlord of payment of all costs, expenses, liabilities and liens arising out of or in any way connected with such construction (except for liens that are contested in the manner provided herein).