Common use of Manner of Construction Clause in Contracts

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.

Manner of Construction. All Alterations performed Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld, conditioned or on behalf of delayed; provided, however, that Tenant shall be performed: entitled to use its employees to make Alterations which do not affect the mechanical or structural portions of the Premises or the Building Structure so long as Tenant complies with all other provisions of this ARTICLE 8. Upon Landlord's request (a) unless Landlord waived, at the time of Landlord's approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant’s sole cost and 's expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) Lease Term. If such Alterations will involve the use of Master or disturb Hazardous Materials or substances existing in the Premises, Tenant shall comply with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord 's rules and regulations concerning, and all Applicable Laws pertaining to, Hazardous Materials or substances with respect to review Tenant’s plans such Alterations. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, commonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Marlborough, and in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available regulations, if any, provided to Tenant upon request); in writing prior to construction of such Alterations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "BASE BUILDING" shall include the Building Structure, and (f) the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under ARTICLE 9 of this Lease, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant upon completion of any Alterations and/or installation which affect the Building Systems and Building Structures, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to be recorded in the office of the Recorder of the County of Middlesex in accordance with the laws of the Commonwealth of Massachusetts or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to the Project management office a reproducible copy of the "as built" drawings of the Alterations as well as all permits, defend approvals and hold Landlord and Master Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations construction performed on or with respect to the Premises by Tenant or on behalf of Tenant its designee shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) performed in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance a first-class manner, and in accordance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlordwith all applicable permits, to the extent such approval was required); (d) by contractors authorizations, laws, ordinances, orders, regulations and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform requirements of all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant governmental authorities having jurisdiction of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesPremises. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries carry “Builder’s All Risk” insurance in an a reasonable amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to cover any construction performed on or with respect to the extent allowed under Premises by Tenant or its designee. Any Alterations involving adhesives (including, but not limited to, adhesives for carpet, carpet tile, plastic laminate, wall coverings, adhesives for wood, or sealants) shall be those with the Master Leaselowest possible volatile organic compounds (VOC) content and which meet the requirement of the manufacturer of the products adhered or involved. Tenant shall use adhesives and sealants with no formaldehyde or heavy metals. Adhesives and other materials used for the installation of carpets shall be limited to those having a flash point of 140 degrees F or higher. Newly installed gypsum board material must be Greenguard Gold Certified or have 0 grams per liter of VOCs. Any painted walls shall be painted with low VOC primer. Notwithstanding the foregoing and subject to compliance with all Environmental Law, which now or at any time hereafter may be applicable to the Premises or any part thereof, Tenant shall be permitted to use any adhesive, sealant, gypsum board and paint that has historically been used in the Building. Upon request, Tenant will provide Landlord with material safety data sheets (not to exceed MSDS) or other appropriate documents for the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsfollowing products, adhesives, caulking, sealants, insulating materials, fireproofing or fire stopping materials, paints and wall coverings, carpets, floor coverings, ceiling materials, floor and wall patching or leveling materials, lubricants, clear finishes for wood surfaces, janitorial cleaning products, and such other insurance as Master Landlord under the Master Lease may reasonably requirepest control products. All MSDS shall comply with Occupational Safety and Health Administration (OSHA) requirements. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against will comply with all recommended measures in the Building or Project as a result MSDS for the products used to protect the health and safety of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such lienspersonnel.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid from a list provided by Landlord with respect to Master certain trades, and if Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications has no such list for the Alterations; (b) in a diligent applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors materialmen selected by Tenant and reasonably approved by Landlord Landlord, and Master Landlord (the requirement that all Alterations conform in terms of quality and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant style to the Master Leasebuilding’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Master Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt create no responsibility or liability on the part of Landlord may reasonably designate the contractors for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices repairs in a good and are reasonably available); (e) workmanlike manner, in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areas. In performing the work of any such Alterations, Tenant shall make available or cause Master Landlord to make available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builderagrees to, Landlord’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval request, deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance “as-built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work materially or on behalf adversely affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall be performed: (a) at construct such Alterations and perform such repairs in compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Building is located, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s sole cost Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and expense, which shall include, without limitation, payment regulations of governmental agencies or authorities. All work with respect to Landlord (to the extent required to any Alterations must be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent such approval was required); (d) by contractors and subcontractors selected by end that the Premises shall at all times be a complete unit except during the period of work. Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord all Alterations to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) be performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not person to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or the common areas, and as not to obstruct the business of Landlord or other tenants’ tenants of the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working at the Project. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations (the estimated cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000.00)) and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shallshall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, within twenty (20ii) days after demand, remove or bond against any liens imposed against deliver to the management office of the Building or Project as a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf Tenant from a list provided and approved by Landlord, the requirement that upon Landlord’s request given at the time of Landlord’s approval of the Alteration, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term, without limitation, payment to Landlord (and the requirement that all Alterations conform in terms of quality and style to the extent required to be paid building’s standards established by Landlord to Master Landlord under Section 8.2 Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Master Lease) of Master Premises, Tenant shall comply with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s plans Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance conformance with any and all Applicable applicable Laws and pursuant to a valid building permit, issued by Salt Lake City, all in substantial conformance with Landlord’s construction rules and regulations and the plans and specifications therefor submitted previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to Landlord and Master governmentally required changes to the “Base Building,” as that term is defined below, then Landlord (and approved by Landlord and Master or Landlord’s property manager) shall, at Tenant’s expense, make such changes to the extent such approval was required); Base Building. The “Base Building” shall mean the (di) by contractors Building’s roof and subcontractors selected by Tenant roof membrane, elevator shafts, footings, foundations, structural portions of load-bearing walls, structural floors and reasonably approved by Landlord subfloors, structural columns and Master Landlord (beams, and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Leasecurtain walls, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (fii) Building’s core HVAC, life-safety, plumbing, electrical, mechanical and elevator systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Project and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In additionin that respect, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to have the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering right, in connection with the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation any tenant improvements constructed in the Premises pursuant to the terms of the Tenant Work Letter, to require that all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant and/or Landlord (unless Landlord elects otherwise) be union labor in compliance with the then existing master labor agreements. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any furnitureAlterations, fixtures or equipment in or at Tenant agrees to deliver to the PremisesProject management office a reproducible copy of the “as built” drawings of the Alterations as well as all permits, Building or Project, approvals and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord may reasonably require, including, but not limited to, the requirement that Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, provided Landlord imposed such removal requirement as a condition to consenting to such Alterations when they are installed, and/or the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen approved by Landlord (which approval (as indicated in Section 29.4 below) shall not be unreasonably withheld or on behalf of delayed). In any event, Tenant shall be performed: utilize subcontractors of Landlord's selection to perform any and all work that may affect the Building Systems and Equipment, structural aspects of the Building, the Base Shell or Core or exterior appearance of the Building or Common Areas provided that (ai) at Tenant’s sole cost if such subcontractors are unwilling or unable to perform such work, Tenant may utilize the services of any other qualified subcontractor which normally and expenseregularly performs similar work in comparable first-class, which institutional quality, office buildings in the San Diego, California area, and (ii) Landlord shall include, without limitation, payment to Landlord (to the extent required to be paid cause such subcontractor selected by Landlord to Master charge Tenant for such work in an amount equal to the cost that a comparable, first-class, reputable and reliable subcontractor would have charged Tenant if selected pursuant to competitive bidding procedures (and if such subcontractor refuses to meet such pricing requirements, Landlord under Section 8.2 shall have the option to either pay the excess charges of such subcontractor or to permit Tenant to utilize any other qualified subcontractor which meets the Master Leaserequirements of subsection 8.2(i) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans above). Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent conformance with any and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to a valid building permit, issued by the Master LeaseCity of San Diego, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory 's construction rules PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] and regulations (which Landlord regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall make available or cause Master Landlord to make available to at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, thereof by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at of other tenants in the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with California Civil Code Section 3093 or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises, the requirement that Tenant to utilize only contractors, mechanics and materialmen approved by or on behalf of Landlord, such approval not to be unreasonably withheld. Tenant shall be performed: (a) at construct such Alterations and perform such repairs in compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, and issued by the city in which the Building is located. Landlord’s approval of the plans, specifications and working drawings for Tenant’s sole cost Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and expense, which shall include, without limitation, payment regulations of governmental agencies or authorities. All work with respect to Landlord (to the extent required to any Alterations must be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent such approval was required); (d) by contractors and subcontractors selected by end that the Premises shall at all times be a complete unit except during the period of work. Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord all Alterations to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) be performed in such manner so as not to unreasonably obstruct access to the Project business of Landlord or any portion thereof, by any other tenant of interfere with the labor force working at the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, it being understood and agreed that all of such other insurance Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant to obtain payment and performance bonds naming Landlord as Master a co-obligee and obtain and record a Statutory Xxxx Xxxx pursuant to Massachusetts General Laws, Chapter 254, Section 12 or some alternate form of security satisfactory to Landlord under in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations and naming Landlord as a co-obligee, for any Alterations costing in excess of $500,000. Upon completion of any Alterations, Tenant shallshall (i) cause, within twenty if applicable, a Notice of Substantial Completion pursuant to Massachusetts General Laws, Chapter 254, Section 2A to be executed by Tenant and its contractor and recorded with the Middlesex South District registry of Deeds and filed with the South Registry District of Middlesex County, (20ii) days after demand, remove or bond against any liens imposed against deliver to the management office of the Building or Project as a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials (except that lien waivers shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims not be required for those holding contracts or otherwise performing work in connection with any such lienstherewith valued at less than $35,000 in the aggregate per contractor/vendor).

Manner of Construction. All Prior to commencing any structural Alterations performed by or on behalf of Alterations which would materially adversely impact the Base Building Systems, Tenant shall submit to Landlord the full and complete plans and specifications of such Alterations in AutoCAD or PDF formats (the “Alteration Plans”) and no work covered by the Alteration Plans shall be performed: (a) at Tenant’s sole cost commenced until Landlord has given its approval thereof and expenseof the general contractor performing such Alterations, which approvals shall includenot be unreasonably withheld, without limitation, payment to conditioned or delayed. Landlord (to shall not charge any plan review fees provided Tenant shall reimburse Landlord for the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket architectural and engineering fees for review of Tenant’s Alteration Plans (which out-of-pocket costs incurred shall not exceed $2,000 with respect to any single instance of Alterations proposed by Master Tenant). Landlord’s right to review the Alteration Plans shall be for its sole purpose and shall not imply Landlord’s actual review of Tenant’s Alteration Plans or obligate Landlord to review the same, nor shall any review of Tenant’s plans Alteration Plans obligate Landlord to review the same for quality, design, compliance with the Underlying Documents or Applicable Laws or other like matters. Prior to commencing any Alterations, Tenant shall also deliver to Landlord each of the following items (to the extent applicable): all permits, authorizations and specifications approvals required for such Alterations (including any authorizations and approvals required pursuant to the AlterationsUnderlying Documents); (b) and evidence of the insurance required under Section 8.3 below. Tenant shall perform all Alterations at its sole cost and expense, in a diligent and good and workmanlike manner; (c) , using materials of good quality, and, as applicable, in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and Alteration Plans approved by Landlord and Master Landlord, Code and other Restrictions, including the Americans with Disabilities Act of 1990, and any applicable rules and regulations. Tenant shall ensure that no Alterations materially adversely impair any Base Building Systems or Landlord’s ability to perform its obligations under this Lease. In no event shall Tenant or Tenant’s contractor be required to pay a construction deposit of any kind or provide any completion bond, notwithstanding anything to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master contrary in this Lease, Master Landlord may reasonably designate the contractors and subcontractors exhibits to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord this Lease, or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonableany other document, non-discriminatory including, without limitation, any tenant manual or any construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or regulations. Promptly after completion of any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master (a) cause a Notice of Completion to be recorded in the office of the recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor Applicable Law, (b) furnish Landlord with evidence that Tenant or its a general contractor’s affidavit and a full and final lien release from Tenant’s general contractor, and (c) cause Tenant’s architect and contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord to (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval i) update any Alteration Plans as necessary to reflect all changes to the extent allowed under Alteration Plans during the Master Lease) (not to exceed the amount course of coverage typically required by landlords of Comparable Buildings) covering the construction of such the Alterations, (ii) certify to their actual knowledge that the “record-set” of as-built drawings is true and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectcorrect, and shall indemnify, defend and hold (iii) deliver to Landlord and Master Landlord harmless from and against all Claims the as-built drawings in connection with any such liensAutoCAD or PDF formats.

Manner of Construction. All Alterations performed Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld, conditioned or on behalf of delayed; provided, however, that Tenant shall be performed: entitled to use its employees to make Alterations which do not affect the mechanical or structural portions of the Premises or the Building Structure so long as Tenant complies with all other provisions of this ARTICLE 8. Upon Landlord’s request (a) unless Landlord waived, at the time of Landlord’s approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) Lease Term. If such Alterations will involve the use of Master or disturb Hazardous Materials or substances existing in the Premises, Tenant shall comply with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord rules and regulations concerning, and all Applicable Laws pertaining to, Hazardous Materials or substances with respect to review Tenant’s plans such Alterations. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, commonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Marlborough, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available regulations, if any, provided to Tenant upon request); in writing prior to construction of such Alterations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “BASE BUILDING” shall include the Building Structure, and (f) the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under ARTICLE 9 of this Lease, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant upon completion of any Alterations and/or installation which affect the Building Systems and Building Structures, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to be recorded in the office of the Recorder of the County of Middlesex in accordance with the laws of the Commonwealth of Massachusetts or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to the Project management office a reproducible copy of the “as built” drawings of the Alterations as well as all permits, defend approvals and hold Landlord and Master Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

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

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) Lease Term (upon Tenant’s request, Landlord shall specify, at the time of Master its consent, which Alteration, if any, must be removed upon expiration or early termination of the Lease Term), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Irvine in conformance with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord construction rules and regulations. All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, the common areas by any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working in the Building. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a timely Notice of Completion to be recorded in the office of the performance by Tenant Recorder of Irvine County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to Landlord a reproducible copy of any furniture, fixtures or equipment in or at the Premises, Building or Project“as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (in Landlord’s reasonable discretion), the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term; provided, however, that if Tenant’s request for approval of any Alteration requests a determination by Landlord as to whether or not Tenant shall be performed: required to remove the subject Alteration upon the expiration or earlier termination of this Lease in accordance with the terms hereof, then Landlord shall include in its consent (aif granted) at Tenant’s sole cost and expense, which notice as to whether the subject Alteration shall include, without limitation, payment to Landlord (to the extent be required to be paid by Landlord removed prior to Master Landlord under Section 8.2 the expiration or earlier termination of the Master this Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans , and specifications for the Alterations; (b) corresponding repairs made. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located (or other applicable governmental authority), all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In addition, prior addition to the commencement Tenant’s obligations under Article 9 of such Alterationsthis Lease, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: (a) from a list provided and approved by Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term, without limitation, payment to Landlord (and the requirement that all Alterations conform in terms of quality and style to the extent required to be paid Building’s standards established by Landlord to Master Landlord under Section 8.2 Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review plans, specifications and working drawings for Tenant’s plans Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord’s construction rules and regulations and the plans and specifications therefor submitted previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to Landlord governmentally required changes to the “Base, Shell and Master Core,” as that term is defined in Exhibit B, then Landlord (and approved by Landlord and Master or Landlord’s property manager) shall, at Tenant’s expense, make such changes to the extent Base, Shell and Core. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 8182 of the California Civil Code or any successor statute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under Project management office, if applicable to the Master Lease) (not to exceed particular Alteration, the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance “as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result built” drawings of the performance Alterations (in CAD and pdf formats) as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and Main Lease approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of Tenant the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable; provided, however, such requirement shall at a minimum include, but not be performedlimited to, the following: (ai) the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, (ii) the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant’s sole cost and expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to the “Warm Shell” condition as more particularly identified in Section 2.3 of the Work Letter Agreement attached as Exhibit B to this Lease, without limitation, payment (iii) the requirement that a copy of Tenant’s contract(s) with its contractors be delivered to Landlord (prior to the extent required to commencement of any such construction (which contracts shall state that all change orders must be paid approved, in writing, by Landlord prior to Master Landlord under Section 8.2 implementation); (iv) Landlord’s review and approval of the Master Leasefinal budget (contractor’s cost proposal) for such Alterations or repairs; and (v) the requirement that Tenant shall meet with Landlord, prior to the commencement of Master any construction, to discuss Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans design parameters and specifications for the Alterations; (b) code compliance issues. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall make available or cause Master Landlord to make available to consist of the Building Structure. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Project. Tenant shall use commercially reasonable efforts to use contractors, services, workmen, labor, materials or occupants’ use equipment in a manner that minimizes any material disturbance to labor harmony with the workforce or enjoyment of their premises for reasonable and customary usestrades engaged in performing other work, labor or services in or about the Project. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries deliver to the Project construction manager a reproducible copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval drawings of the Alterations, to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required applicable, as well as all permits, approvals and other documents issued by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

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

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises for which consent is required, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen reasonably approved by or on behalf Landlord, the requirement that upon Landlord’s request, subject to the terms of Section 8.5, below, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans Lease Term. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Francisco, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice 000 XXX XXXXXXXXXX XXXXXX of Completion to be recorded in the office of the Recorder of the County of San Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request. Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord. Landlord shall include, without limitation, payment to Landlord (to tell Tenant at the extent required time of approval whether such improvements need to be paid by Landlord to Master Landlord under Section 8.2 removed at the end of the Master Lease) Lease Term. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of Master any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Carlsbad, in conformance with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord construction rules and regulations. All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master the labor force working in the Building. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, and provided that Landlord notified Tenant of such requirement in Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior consent to the commencement of such Alterations, Tenant shall provide then Landlord shall, at Tenant’s expense, make such changes to the Base Building. Upon completion of any Alterations and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under applicable, Tenant agrees to cause a timely Notice of Completion to be recorded in the Master Lease) (not to exceed office of the amount Recorder of coverage typically required by landlords the County of Comparable Buildings) covering Carlsbad in accordance with the construction terms of such AlterationsSection 3093 of the Civil Code of the State of California or any successor statute, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project management office a reproducible copy of any “as a result built” drawings of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord, and the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term in accordance with the terms of Section 8.5, below. If Landlord shall includegive its consent, without limitationthe consent shall be deemed conditioned upon Tenant acquiring a permit to do the work from appropriate governmental agencies, payment the furnishing of a copy of such permit to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such AlterationsAlterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall provide Landlord comply with Landlord’s rules and Master Landlord with evidence that Tenant regulations concerning such hazardous materials or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably requiresubstances. Tenant shallshall construct such Alterations and perform such repairs in a good and workmanlike manner, within twenty (20) days after demandin conformance with any and all applicable federal, remove state, county or bond against municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Francisco, all in conformance with Landlord’s construction rules and regulations; provided, however, that prior to commencing to construct any liens imposed against Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the Building or Project as a result of the performance by event Tenant of performs any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.Premises which require or

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlordany and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Xxxxxxxx’s reasonable, non-discriminatory construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries deliver to the Project construction manager a reproducible copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval drawings of the Alterations, to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required applicable, as well as all permits, approvals and other documents issued by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located (or other applicable governmental authority), all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make available such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Alameda in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work materially and adversely affecting the structural components of the Building or on behalf of Systems and Equipment (including designating specific contractors to perform such work). Tenant shall be performed: (a) at construct such Alterations and perform such repairs in compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Building is located, and in conformance with Landlord’s construction rules and regulations. Xxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s sole cost Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and expense, which shall include, without limitation, payment regulations of governmental agencies or authorities. All work with respect to Landlord (to the extent required to any Alterations must be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent such approval was required); (d) by contractors and subcontractors selected by end that the Premises shall at all times be a complete unit except during the period of work. Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord all Alterations to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) be performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not person to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or the common areas, and as not to obstruct the business of Landlord or other tenants’ tenants of the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working at the Project. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries Xxxxxx agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations (the estimated cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000)) and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shallshall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, within twenty (20ii) days after demand, remove or bond against any liens imposed against deliver to the management office of the Building or Project as a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Lessor may impose as a condition of its ---------------------- consent to all Alterations performed by or on behalf repairs of Tenant shall be performed: (a) the Premises or about the Premises, such requirements as Lessor in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Lessor's request, Lessee shall, at Tenant’s sole cost and Lessee's expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred Lease Term, and/or the requirement that Lessee utilize for such purposes only contractors, materials, mechanics and management selected by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (Lessee and approved by Landlord Lessor (which approval shall not be unreasonably withheld, conditioned or delayed): provided, however, that Lessee shall utilize subcontractors of Lessor's selection to perform all work that may affect the Systems and Master LandlordEquipment, to structural aspects of the extent Project, the Base, Xxxxx and Core, or exterior appearance of the Project or common areas, provided that Lessor shall cause such approval was required); (d) by contractors and subcontractors selected by Tenant Lessor to charge Lessee for such work in an amount equal to the cost that comparable first-class reputable and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that reliable subcontractors would have charged Lessee if selected pursuant to the Master Lease, Master Landlord may reasonably designate the contractors competitive bidding procedures. Lessee shall construct such Alterations and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) repairs in conformance with Master Landlord’s reasonableany and all applicable rules and regulations of any federal state, non-discriminatory country or municipal code or ordinance and pursuant to a valid building permit issued by the City of Pasadena in conformance with Lessor's construction rules and regulations (which Landlord Lessor's approval of the plans, specifications and working drawings for Lessee's Alterations shall make available create no responsibility or cause Master Landlord liability on the part of Lessor for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to make available any Alterations must be done in a good and workmanlike manner and diligently prosecuted to Tenant upon request); and (f) completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Lessee shall have the work performed in such manner so as is not to unreasonably obstruct access to the Project or any portion thereof, by for any other tenant Lessee of the Project, and so as is not to unreasonably obstruct the business of Lessor or other Lesses in the Project, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working in the Project. In addition, prior to the commencement of such event that Lessee makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Lessee agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) Lessor covering the construction of such Alterations, and such other insurance is Lessor may require, it being understood and agreed that all of such Alteration shall be insured by Lessee pursuant to Article 9 immediately upon completion thereof. In addition, Lessor may, in its reasonable discretion, require Lessee to obtain a lien and completion bond or some alternate form of security satisfactory to Lessor in an amount sufficient to ensure the lien-free completion of such Alterations and naming Lessor as Master Landlord under a co- obligee. Upon completion of any Alterations, Lessee agrees to cause a Notice of Completion to be recorded in the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove Office of the Recorder of the County of Los Angeles in accordance with section 3093 of the Civil Code of the State of ---------- California or bond against any liens imposed against successor statute and Lessee shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawing of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord (provided such list shall include more than one (1) contractor and shall also include Xxxxxxx and/or any other Xxxxxxx entity reasonably approved by Landlord), the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term if Landlord gave Tenant written notice that such removal would be required at the time Landlord consented to such Alteration. If such Alterations will involve the use of or disturb Hazardous Materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost comply with Landlord's rules and expense, which regulations concerning such Hazardous Materials or substances. Tenant shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Los Angeles, all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall make available include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or cause Master Landlord to make available to floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion --------- of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, when required, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. Landlord may also, with respect to any work affecting the structural components of the Building or Systems and Equipment, specify contractors to perform such work. Tenant shall includeconstruct such Alterations and perform such repairs in conformance with any and all applicable statutes, ordinances, rules and regulations of any federal, state, county or municipal code or ordinance, including, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 Title III of the Master Lease) Americans With Disabilities Act (“ADA”), and pursuant to a valid building permit, issued by the City of Master Phoenix in conformance with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord construction rules and regulations. All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, Building Complex or the common areas by any other tenant of the ProjectBuilding Complex, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building Complex, or interfere with Master Landlord’s normal and customary business operations at the labor force working in the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesComplex. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries Xxxxxx agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. Upon completion of any Alterations, Tenant shall (i) cause a timely Notice of Completion to be recorded in the Master Lease may reasonably require. Tenant shalloffice of the Recorder of Maricopa County in accordance with applicable Arizona law, within twenty (20ii) days after demand, remove or bond against any liens imposed against deliver to the Building or Project as Complex management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed by or on behalf pursuant to the TCCs of Tenant Section 8.5 of this Lease. If Landlord shall give its consent, the consent shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord deemed conditioned upon Tenant acquiring a permit (to the extent required required) to be paid by Landlord to Master Landlord under Section 8.2 do the work from appropriate governmental agencies, the furnishing of the Master Lease) a copy of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant such permit to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such AlterationsAlterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall provide notify Landlord prior to performing such Alterations and Master Landlord comply with evidence that Landlord’s rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county, local or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord municipal laws, ordinances, rules and regulations and pursuant to a valid building permit (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed required), issued by the city in which the Building is located (or other applicable governmental authority), all in conformance with Landlord’s reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. Since all or a portion of the Project is or may become in the future certified under the Master LeaseLEED rating system (or other applicable certification standard) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsall in Landlord’s sole and absolute discretion), Tenant expressly acknowledges and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.agrees that without

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans city in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's construction rules and specifications therefor submitted by regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to Landlord discuss Landlord's design parameters and Master Landlord code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then (and i) such Base Building changes shall be subject to Landlord's prior approval in its sole discretion, (ii) if such changes are approved by Landlord and Master Landlord, Landlord shall, at Tenant's expense, make such changes to the extent Base Building, and (iii) if such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably Base Building changes are not approved by Landlord and Master Landlord (and Landlord Landlord, then Tenant shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree right to perform such Alterations. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonableof any such Alterations, non-discriminatory construction rules and regulations (which Landlord Tenant shall make available or cause Master Landlord to make available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by or on behalf Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building and/or the Building's systems and equipment (including designating specific contractors to perform such work). Tenant shall be performed: construct such Alterations and perform such repairs in compliance with all applicable laws (a) at Tenant’s sole cost and expense, which shall includeincluding, without limitation, payment California Energy Code, Title 24) and pursuant to Landlord (a valid building permit, issued by the city or municipality governing the Building, and in conformance with Landlord's construction rules and regulations. All work with respect to the extent required to any Alterations must be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent such approval was required); (d) by contractors and subcontractors selected by end that the Premises shall at all times be a complete unit except during the period of work. Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord all Alterations to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) be performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not person to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or the common areas, and as not to obstruct the business of Landlord or other tenants’ tenants in the Project, or occupants’ use interfere with the labor force working at the Building or enjoyment of their premises for reasonable and customary usesProject. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shallshall (i) cause a timely Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with the terms of Section 8182 of the Civil Code of the State of California or any successor statute, within twenty (20ii) days after demand, remove or bond against any liens imposed against deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Project is located, all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make available such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 repairs of the Master Lease) of Master Landlord’s Premises or about the Premises, such requirements as Landlord in its reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors materialmen selected by Tenant and reasonably approved by Landlord Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove any “Specialty Alterations” (defined below) upon the expiration or any early termination of the Lease Term. Tenant shall construct such Alterations and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices repairs in a good and are reasonably available); (e) workmanlike manner, in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Santa Xxxxxx, all in conformance with Landlord’s reasonable, non-discriminatory reasonable construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall make available mean the Base, Shell and Core, including the Building Structure and the Building Systems, further including the Building Systems on the floor or cause Master Landlord to make available to floors on which the Premises are located as well as the Common Areas. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usestenants in the Project. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance “as built” or record drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 repairs of the Master Lease) of Master Landlord’s Premises or about the Premises, such reasonable out-of-pocket costs incurred by Master requirements as Landlord to review Tenant’s plans in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractor, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and materialmen approved by Landlord and Master Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Leasehowever, Master Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at as long as Landlord shall cause any such designated contractors to charge competitive prices for their work). Tenant shall construct such Alterations and are reasonably available); (e) perform such repairs in conformance with Master any and all applicable Laws and pursuant to a valid building permit, if required, issued by the city in which the Real Property is located, and in conformance with Landlord’s reasonable, 's reasonable and non-discriminatory construction rules and regulations (which regulations. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all applicable Laws. Landlord shall make available approve or disapprove plans, specifications and working drawings (including revisions thereof) submitted by Tenant to Landlord within seven (7) business days after Landlord's receipt thereof. In the event Landlord disapproves of any such plans, specifications and working drawings, Landlord shall state in writing in reasonable detail the reasons therefor, and the revisions which if made would cause Master Landlord to make available approve such plans, specifications and working drawings. In the event that Landlord does not approve or disapprove any such plans, specifications and working drawings within such seven (7) business day period as required herein with respect to any plans, specifications and working drawings for Tenant's Alterations to be installed for Tenant's initial occupancy of the Must-Take Space, the Machine Shop Space and/or any First Offer Space leased by Tenant upon request); pursuant to Sections 1.4, 1.5 and/or 1.6 hereof, and such failure should continue for an additional two (f2) business days after Landlord's receipt of notice of such failure from Tenant, such failure shall be deemed a "Landlord Delay," and the ninety (90) day time period specified in Sections 1.4.6,1.5.5 or 1.6.6 above, as applicable, shall be extended one (1) day for each day after such two (2) business day period that Landlord continues to so fail to notify Tenant of its approval or disapproval of such plans, specifications and working drawings. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Real Property, or interfere with Master Landlord’s normal and customary business operations the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesReal Property. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant agrees to carry, or to cause its contractor carries “performing the Alterations to carry, "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, but in no event shall such amount of "Builder's All Risk" insurance be in excess of that required by landlords of Comparable Buildings under similar circumstances, it being understood and agreed that all of such other insurance as Master Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, with respect to any Alterations which cost more than $50,000.00, Landlord under may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee; provided, however, the foregoing bonding or alternate security requirement shall not apply if at the time Tenant commences installation of such Alterations, Tenant's net shareholder equity exceeds $25,000,000, as evidenced by the Financial Documents described in Section 1.6.3 above and delivered to Landlord prior to Tenant's commencement of such Alterations. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectReal Property a reproducible copy of the "as built" drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises for which Landlord’s prior consent is required, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: from a list provided and approved by Landlord (a) a current list is attached hereto as Schedule 1 to Exhibit B), the requirement that upon Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, which shall includeremove any “Specialty Alterations,” as that term is defined in Section 8.5, without limitationbelow, payment to Landlord (to upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans Lease Term. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Francisco, all in conformance with Landlord’s reasonable, non-discriminatory reasonable construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall mean the Building Structure, the Building Systems, including the Building Systems on the floor or floors on which the Premises are located as well as the Common Areas. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Francisco in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 repairs of the Master Lease) of Master Landlord’s Premises or about the Premises, such requirements as Landlord in its reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and materialmen reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master LeaseLandlord; provided, Master however, Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices work). Tenant shall construct such Alterations and are reasonably available); (e) perform such repairs in conformance with Master any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Project is located, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which and all covenants, conditions and restrictions now or hereafter affecting the Project. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall make available or cause Master Landlord to make available to at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by the Common Areas for any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Project, or interfere with Master Landlord’s normal and customary business operations the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, if Tenant makes any Alterations with a cost in excess of Fifty Thousand Dollars ($50,000), Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectProject a reproducible copy of the “as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) Lease Term, provided that Landlord notifies Tenant of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord the requirement to review Tenant’s plans remove such Alterations concurrently with providing to Tenant consent to such Alterations, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and materialmen reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (Landlord, except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S work affecting the structural components or the Systems and Equipment of the Building or the Project. Tenant shall construct such Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) repairs in conformance with Master all applicable Laws and pursuant to a valid building permit, issued by the City of Emeryville, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall make available at all times be a complete unit except during the period of work and all materials used shall be of a quality comparable to or cause Master Landlord to make available to better than those in the Premises and the Project and shall be in accordance with the plans and specifications previously approved by Landlord. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building, or the Project or any portion thereof, by the common areas for any other tenant of the Building or the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Building or the Project, or interfere with Master Landlord’s normal and customary business operations the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Project. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant Upon completion of any Alterations and/or installation by Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Alameda in accordance with Section 3093 of the Civil Code of the State of California or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the “as built” drawings of the Alterations.

Manner of Construction. All Landlord shall have the exclusive right, at Landlord's option, but not the obligation, to make the Alterations performed by at Tenant's sole cost and expense. Prior to the commencement of construction of any Alterations or on behalf of repairs, Tenant shall be performed: (a) submit to Landlord, for Landlord's review and approval in its reasonable discretion, all plans, specifications and working drawings relating thereto. Tenant, at Tenant’s its sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors retain an architect/space planner selected by Tenant Tenant, and reasonably approved by Landlord, to prepare such plans, specifications and working drawings; provided that, Tenant shall also retain the engineering consultants designated by Landlord to prepare all plans and Master engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety and sprinkler work of the Alterations. Tenant shall cause each architect/space planner and engineer retained by Tenant to follow Landlord's standard construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated by Landlord (from time to time. Tenant and Tenant's architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the "Base Building" plans, and Tenant and Tenant's architect/space planner shall be solely responsible for the same, and Landlord shall cause Master have no responsibility in connection therewith. Landlord's review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not unreasonably withhold consent) (except that be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant's waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord's approval in its reasonable discretion of all plans, specifications and working drawings for the Alterations, a contractor to construct the Alterations shall be selected by Tenant from the list of contractors approved by Landlord or, at Tenant's option, exercisable by written notice to Landlord, pursuant to a competitive bidding process. If Tenant shall select a contractor from Landlord's list of approved contractors, then Landlord shall provide to Tenant an itemized statement of costs, as set forth in the Master proposed contract with such contractor. If Tenant shall elect to have a contractor selected by a competitive bidding process, then (i) Landlord shall solicit bids for construction of the Alterations from three (3) qualified, licensed and reputable contractors selected by Landlord (each of which contractors shall be notified in the bidding package of the requirement that, unless Landlord otherwise requires, the selected contractor shall use the fire, lifesafety subcontractor designated by Landlord), (ii) Landlord shall perform a reconciliation of the submitted bids to adjust for inconsistent or incorrect assumptions so that a like-kind comparison can be made and a low bid determined, and (iii) Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with the contractor who submits the lowest bid. Tenant shall approve and deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. As used in this Lease, Master Landlord may reasonably designate the contractors "Base Building" shall include the structural portions of the Building, and subcontractors the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. The term "Base Building," as used in this Lease, shall not be deemed to perform all B/S Alterations provided such contractors have the same meaning as the term "Base, Shell and subcontractors are unrelated Core," as the same is defined in Section 1 of the Tenant Work Letter. In addition to Master Meet Me Room Sublease Landlord Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or Landlord any successor statute, and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord Tenant shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access deliver to the Project or any portion thereofconstruction manager a reproducible copy of the "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld, conditioned or on behalf of delayed; provided, however, that Tenant shall be performed: entitled to use its employees to make Alterations which do not affect the mechanical or structural portions of the Premises or the Building Structure so long as Tenant complies with all other provisions of this ARTICLE 8. Upon Landlord's request (a) unless Landlord waived, at the time of Landlord's approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant’s sole cost and 's expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) . If such Alterations will involve the use of Master or disturb Hazardous Materials or substances existing in the Premises, Tenant shall comply with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord 's rules and regulations concerning, and all Applicable Laws pertaining to, Hazardous Materials or substances with respect to review Tenant’s plans such Alterations. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, commonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Marlborough, and in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available regulations, if any, provided to Tenant upon request); in writing prior to construction of such Alterations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "BASE BUILDING" shall include the Building Structure, and (f) the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under ARTICLE 9 of this Lease, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant upon completion of any Alterations and/or installation which affect the Building Systems and Building Structures, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to be recorded in the office of the Recorder of the County of Middlesex in accordance with the laws of the Commonwealth of Massachusetts or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to the Project management office a reproducible copy of the "as built" drawings of the Alterations as well as all permits, defend approvals and hold Landlord and Master Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: (a) from a list provided and approved by Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans Lease Term. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Francisco, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord including with respect to ACM and ACCM); provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues (including with respect to ACM). In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord, and the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) Lease Term and return the affected portion of Master the Premises to a Building-standard improved condition as determined by Landlord’s reasonable out-of-pocket costs incurred by Master , provided that Landlord to review Tenant’s plans notified Tenant at time of approving such Alterations that the removal will be required. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, California, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. Since all or a portion of the Project is or may become in the future certified under the LEED rating system (which or other applicable certification standard) (all in Landlord’s sole and absolute discretion), Tenant expressly acknowledges and agrees that without limitation as to other grounds for Landlord withholding its consent to any proposed Alteration, Landlord shall make available have the right to withhold its consent to any proposed Alteration in the event that such Alteration is not compatible with such certification or cause Master Landlord to make available to recertification of the Project under such LEED rating system (or other applicable certification standard). The “Base Building” shall mean the Building Structure and the Building Systems. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the Building workforce or trades engaged in performing other work, labor or services in or about the Building, the Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego, California in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries deliver to the Project construction manager a reproducible CAD copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval drawings of the Alterations, to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required applicable, as well as all permits, approvals and other documents issued by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord shall have the exclusive right, at Landlord’s option, but not the obligation, upon Tenant’s request that Landlord perform such work, to make the Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense. If Landlord elects to make the Alterations pursuant to the immediately preceding sentence, then Tenant shall retain Landlord to construct such Alterations and Landlord shall hold all applicable construction contracts. Prior to the commencement of construction of any Alterations or repairs, Tenant shall submit to Landlord, for Landlord’s review and approval in its reasonable discretion, four (4) copies signed by Tenant of all plans, specifications and working drawings relating thereto. Tenant, at its sole cost and expense, shall retain an architect/space planner selected by Tenant, and reasonably approved by Landlord, to prepare such plans, specifications and working drawings; provided that, Tenant shall also retain the engineering consultants reasonably approved by Landlord to prepare all plans and engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, life safety and sprinkler work of the Alterations. Tenant shall be required to include in its contracts with the architect and the engineers a provision which shall includerequires ownership of all architectural and engineering drawings to be transferred to Tenant upon the substantial completion of the Alteration and Tenant hereby grants to Landlord a non-exclusive right to use such drawings, including, without limitation, payment a right to Landlord (make copies thereof. Tenant shall cause each architect/space planner and engineer retained by Tenant to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master follow Landlord’s reasonable outstandard construction administration procedures and to utilize the standard specifications and details for the Building (unless otherwise approved by Landlord), all as promulgated by Landlord from time to time. Tenant and Tenant’s architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the “Base Building” plans, and Tenant and Tenant’s architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. In addition, at Landlord’s option, Landlord may submit Tenant’s plans, specifications and working drawings to a third-of-pocket costs incurred party architect and/or engineer, selected by Master Landlord, for their review, at Tenant’s sole cost and expense. Landlord’s review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review Tenantthe same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s plans space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations; (b) , and Tenant’s waiver and indemnity set forth in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master LandlordSection 10.1 of this Lease, below, shall specifically apply to the extent such plans, specifications and working drawings for the Alterations. Following Landlord’s approval was required); (d) by contractors in its reasonable discretion of all plans, specifications and subcontractors working drawings for the Alterations, a contractor to construct the Alterations shall be selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord. Landlord shall cause Master provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor Tenant shall approve and deliver to Landlord the itemized statement of costs provided to not unreasonably withhold consentTenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (except that pursuant ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to 811311.04/WLA 378421-00002/2-14-20/mem/mem -22- 000 XXXXXXX XXXXXXXXX [Akero Therapeutics, Inc.] construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the Master “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. As used in this Lease, Master Landlord may reasonably designate the contractors “Base Building” shall mean the Building Structure and subcontractors to perform all B/S the Building Systems. In performing the work of any Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such for which Tenant is responsible, Tenant shall have the work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations in CAD format as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

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

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 repairs of the Master Lease) of Master Landlord’s Premises or about the Premises, such reasonable out-of-pocket costs incurred by Master requirements as Landlord to review Tenant’s plans in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractor, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and materialmen approved by Landlord and Master Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Leasehowever, Master Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at as long as Landlord shall cause any such designated contractors to charge competitive prices for their work). Tenant shall construct such Alterations and are reasonably available); (e) perform such repairs in conformance with Master any and all applicable Laws and pursuant to a valid building permit, if required, issued by the city in which the Real Property is located, and in conformance with Landlord’s reasonable, 's reasonable and non-discriminatory construction rules and regulations (which regulations. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all applicable Laws. Landlord shall make available approve or disapprove plans, specifications and working drawings (including revisions thereof) submitted by Tenant to Landlord within seven (7) business days after Landlord's receipt thereof. In the event Landlord disapproves of any such plans, specifications and working drawings, Landlord shall state in writing in reasonable detail the reasons therefor, and the revisions which if made would cause Master Landlord to make available approve such plans, specifications and working drawings. In the event that Landlord does not approve or disapprove any such plans, specifications and working drawings within such seven (7) business day period as required herein with respect to any plans, specifications and working drawings for Tenant's Alterations to be installed for Tenant's initial occupancy of the Must-Take Space, the Machine Shop Space and/or any First Offer Space leased by Tenant upon request); pursuant to Sections 1.4, 1.5 and/or 1.6 hereof, and such failure should continue for an additional two (f2) business days after Landlord's receipt of notice of such failure from Tenant, such failure shall be deemed a "Landlord Delay," and the ninety (90) day time period specified in Sections 1.4.6,1.5.5 or 1.6.6 above, as applicable, shall be extended one (1) day for each day after such two (2) business day period that Landlord continues to so fail to notify Tenant of its approval or disapproval of such plans, specifications and working drawings. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Real Property, or interfere with Master Landlord’s normal and customary business operations the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesReal Property. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant agrees to carry, or to cause its contractor carries “performing the Alterations to carry, "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, but in no event shall such amount of "Builder's All Risk" insurance be in excess of that required by landlords of Comparable Buildings under similar circumstances, it being understood and agreed that all of such other insurance as Master Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, with respect to any Alterations which cost more than $50,000.00, Landlord under may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee; provided, however, the foregoing bonding or alternate security requirement shall not apply if at the time Tenant commences installation of such Alterations, Tenant's net shareholder equity exceeds $25,000,000, as evidenced by the Financial Documents described in Section 1.6.3 above and delivered to Landlord prior to Tenant's commencement of such Alterations. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in -20- the office of the performance by Tenant Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectReal Property a reproducible copy of the "as built" drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Alterations performed Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld, conditioned or on behalf of delayed; provided, however, that Tenant shall be performed: entitled to use its employees to make Alterations which do not affect the mechanical or structural portions of the Premises or the Building Structure so long as Tenant complies with all other provisions of this Article 8. Upon Landlord’s request (a) unless Landlord waived, at the time of Landlord’s approval of any Alterations pursuant to the provisions of Section 8.5, below, its right to make such request), Tenant shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) . If such Alterations will involve the use of Master or disturb Hazardous Materials or substances existing in the Premises, Tenant shall comply with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord rules and regulations concerning, and all Applicable Laws pertaining to, Hazardous Materials or substances with respect to review Tenant’s plans such Alterations. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, commonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Marlborough, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available regulations, if any, provided to Tenant upon request); in writing prior to construction of such Alterations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall include the Building Structure, and (f) the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building, the Project or any portion thereof, by any other tenant of the Building or the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at of Landlord or other tenants in the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord not use (and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided promptly after notice from Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsworkforce or trades engaged in performing other work, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove labor or bond against any liens imposed against services in or about the Building or Project as a result the Common Areas. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of the performance Initial Installations or any Alterations which affect the Building Systems and Building Structures, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to be recorded in the office of the Recorder of the County of Middlesex in accordance with the laws of the Commonwealth of Massachusetts or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to the Project management office a reproducible copy of the “as built” drawings of the Alterations as well as all permits, defend approvals and hold Landlord and Master Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord shall have the exclusive right, at Landlord's option, but not the obligation, to make the Alterations performed by or on behalf of at Tenant's sole cost and expense. If Landlord elects to make the Alterations pursuant to the immediately preceding sentence, then Tenant shall be performed: retain Landlord to construct such Alterations and Landlord shall hold all applicable construction contracts. Prior to the commencement of construction of any Alterations or repairs, Tenant shall submit to Landlord, for Landlord's review and approval in its reasonable discretion, four (a4) copies signed by Tenant of all plans, specifications and working drawings relating thereto. Tenant, at Tenant’s its sole cost and expense, shall retain an architect/space planner from a list provided by Landlord, to prepare such plans, specifications and working drawings; provided that, Tenant shall also retain the engineering consultants from a list provided by Landlord to prepare all plans and engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety and sprinkler work of the Alterations. Tenant shall be required to include in its contracts with the architect and the engineers a provision which shall includerequires ownership of all architectural and engineering drawings to be transferred to Tenant upon the substantial completion of the Alteration and Tenant hereby grants to Landlord a non-exclusive right to use such drawings, including, without limitation, payment a right to Landlord (make copies thereof. Tenant shall cause each architect/space planner and engineer retained by Tenant to follow Landlord's standard construction administration procedures and to utilize the extent required to be paid standard specifications and details for the Building, all as promulgated by Landlord from time to Master Landlord under Section 8.2 time. Tenant and Tenant's architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the Master Lease) "Base Building" plans, and Tenant and Tenant's architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. In addition, at Landlord's option, Landlord may submit Tenant's plans, specifications and working drawings to a third-party architect and/or engineer, selected by Landlord, for their review, at Tenant's sole cost and expense. Landlord's review of Master plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord’s reasonable out-of-pocket costs incurred by Master 's review of the same, or obligate Landlord to review Tenant’s plans the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations; (b) , and Tenant's waiver and indemnity set forth in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master LandlordSection 10.1 of this Lease, below, shall specifically apply to the extent such plans, specifications and working drawings for the Alterations. Following Landlord's approval was required); (d) by contractors in its reasonable discretion of all plans, specifications and subcontractors working drawings for the Alterations, a contractor to construct the Alterations shall be selected by Tenant and reasonably approved from the list of contractors provided by Landlord and Master Landlord (and Landlord. Landlord shall cause Master provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor (the "Alteration Contract"), which costs form a basis for the amount of the Alteration Contract (the "Alteration Contract Amount"). Tenant shall approve and deliver to Landlord the itemized statement of costs provided to not unreasonably withhold consentTenant in accordance with this Section 8.2, and upon receipt of such itemized statement of costs by Landlord, Landlord shall be released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (except that pursuant ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the Master "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. As used in this Lease, Master Landlord may reasonably designate the contractors "Base Building" shall include the structural portions of the Building, and subcontractors the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. The term "Base Building," as used in this Lease, shall not be deemed to perform all B/S have the same meaning as the term "Base, Shell and Core," as the same is defined in Section 1 of the Tenant Work Letter. In performing the work of any Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such for which Tenant is responsible, Tenant shall have the work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usestenants in the Project. In addition, prior any Alteration that requires the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord's reasonable rules, regulations, and restrictions, including the commencement requirement that any cabling vender must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All subcontractors, laborers, materialmen, and suppliers ("Tenant's Agents") used or selected by Tenant shall be from a list supplied by Landlord. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord deliver to the Project construction manager (i) a reproducible copy of the "as built" drawings of the Alterations (provided Landlord that in the event that "as built" drawings are not reasonably available, Tenant shall not withhold approval unless Master Landlord reasonably withholds approval be permitted to provide a copy of the approved drawings for the Alterations, marked with field modifications), (ii) a computer disc containing the same (to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsreasonably available), and such (iii) all permits, approvals and other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against documents issued by any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations. Notwithstanding anything set forth in this Article 8 to the contrary, construction of an Alteration shall not commence until (a) the Alteration Contract has been fully executed and delivered to Landlord, (b) Tenant has procured, and delivered to Landlord a copy of, all applicable permits, and (c) Tenant has delivered to Landlord the "Alteration Amount," as that term is set fo1th in Section 8.3. below.

Manner of Construction. All Alterations performed Landlord may impose, as a condition to Tenant's right to perform any Alterations, such commercially reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, (i) the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord, and (ii) any Lines (including riser cables) installed by Tenant shall be performed: (ax) at Tenant’s sole cost appropriately insulated to prevent excessive electromagnetic fields or radiation, (y) surrounded by a protective conduit reasonably acceptable to Landlord, and expense(z) identified in accordance with Landlord's Building standard requirements. Tenant shall be solely responsible for acquiring a permit for all Alterations, which shall include, without limitation, payment furnishing of a copy of such permit and approvals to Landlord (prior to the extent required to be paid by Landlord to Master Landlord under Section 8.2 commencement of the Master Lease) work, and complying with all conditions of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) said permit in a diligent prompt and expeditious manner. If such Alterations will involve the use of or disturb Hazardous Materials, Tenant shall notify Landlord prior to performing such Alterations and comply with Landlord's reasonable rules and regulations concerning such Hazardous Materials. Tenant shall construct all Alterations in a good and workmanlike manner; (c) , in compliance conformance with any and all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to make available to discuss Landlord's design parameters and Code compliance issues. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or occupants’ use equipment that, in Landlord's reasonable judgment and despite the implementation of commercially reasonable staging and scheduling efforts, would nevertheless disturb labor harmony with the workforce or enjoyment of their premises for reasonable and customary usestrades engaged in performing other work, labor or services in or about the Project. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior upon completion of any Alterations, to the commencement of such Alterationsextent required by Applicable Law, Tenant shall provide Landlord and Master Landlord cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with evidence that Tenant Section 8182 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably requireany successor statute. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against promptly following the Building or Project as a result of the performance by Tenant completion of any Alterations and/or installation (including any Cosmetic Alterations) and request by Tenant of any furnitureLandlord, fixtures or equipment compile and deliver to Landlord a "close-out package" in or such format reasonably designated by Landlord at the Premisescommencement of the particular Alteration (e.g., Building or paper and/or electronic files) containing, without limitation, the following items (to the extent reasonably deemed necessary by Landlord for the particular Alterations): (a) as-built drawings and final record CAD drawings, (b) warranties and guarantees from all contractors, subcontractors and material suppliers, (c) all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, (d) an independent air balance report, if required due to the nature of the Alterations, (e) lien releases for all work performed at the Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any (f) such liensother information or materials as may be reasonably requested by Landlord.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term (provided that Tenant shall not be performed: (a) required to remove any Alterations which are customary and typical for business office operations subject to Section 8.4 below), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably selected by Landlord. In any event, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant’s sole cost 's cost. Tenant shall construct such Alterations and expenseperform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which shall includethe Building is located, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 in conformance with Landlord's construction rules and regulations. Landlord's approval of the Master Lease) plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working in the Building. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

Manner of Construction. All Landlord may impose, as a condition of its ------------------------ consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord. If such Alterations will involve the use of or on behalf of disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the applicable municipality, in conformance with Landlord's construction rules and regulations. All work with respect to any Alterations must be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment labor force working in the Building. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant shall provide Landlord and Master Landlord agrees to (i) cause a timely Notice of Completion to be recorded in the office of the Recorder of the local county in accordance with evidence that Tenant the terms of Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord any successor statute, (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval ii) deliver to the extent allowed under Building management office a reproducible copy of the Master Lease) (not to exceed "as built" drawings of the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master (iii) deliver to Landlord under the Master Lease may reasonably require. Tenant shallevidence of payment, within twenty (20) days after demandcontractors' affidavits and full and final waivers of all liens for labor, remove services or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensmaterials.

Manner of Construction. All Subject to the last sentence of Section 8.1 above, Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. As part of Tenant’s written request for Landlord’s consent to a particular Alteration, Tenant shall have the right to request a determination by Landlord as to whether the subject Alteration will be performed: (a) required to be removed upon the expiration or earlier termination of the Lease Term, in which event, provided that Landlord consents to such Alteration, Landlord’s notice of such consent shall specify whether Landlord will require the subject Alteration to be so removed. Without limiting the foregoing, and notwithstanding anything to the contrary contained in this Lease, Tenant shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 if all or any portion of the Master Lease) Premises was utilized by Tenant for Lab Use, remove all Alterations in the Lab Premises upon the expiration or any earlier termination of Master the Lease Term and return the Lab Premises to a building standard tenant improved condition, as determined by Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans . Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Project is located, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost comply with Landlord's rules and expense, which regulations concerning such hazardous materials or substances. Tenant shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "BASE BUILDING" shall make available or cause Master Landlord to make available to consist of the Building Structure. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.management

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expensehave obtained Landlord's approval of all plans, which shall includespecifications, without limitationdrawings, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of Tenant's construction of the Alterations; provided, however, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work (but only if such AlterationsLandlord designated contractors are price competitive), and such work shall be performed at Tenant's cost. Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an a commercially reasonable amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shallshall pay to Landlord, as additional rent, the reasonable costs of Landlord's engineers and other consultants for review of all plans, specifications and working drawings for the Alterations, within twenty ten (2010) business days after Tenant's receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) days after demandcompletion of any Alterations, remove the actual, reasonable costs incurred by Landlord for services rendered by Landlord's management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or bond against after the normal on-site hours of such engineers and management personnel. Tenant shall construct such Alterations and perform such repairs in conformance with any liens and all applicable laws and pursuant to a valid building permit, issued by the appropriate governmental authorities (if required), in conformance with any reasonable construction rules and regulations imposed against by Landlord and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Project Common Areas, Tenant shall, as Additional Rent, reimburse Landlord for the reasonable costs thereof (including third-party costs) incurred by Landlord within thirty (30) days following Tenant's receipt of a result reasonably-detailed invoice describing such costs actually incurred by Landlord. Landlord's approval of the performance by Tenant plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any Alterations and/or installation by Alterations, Tenant agrees to cause a Notice of any furniture, fixtures Completion (or equipment equivalent) to be posted (if applicable) and recorded in or at the Premises, office of the Recorder of the County in which the Building or Projectis located in accordance with all applicable state statutes, and Tenant shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

Manner of Construction. All Landlord may impose, as a condition to any Alteration requiring Landlord's consent, the requirement that Tenant utilize for such purposes only contractors and subcontractors approved by Landlord, in Landlord's reasonable discretion. With respect to Alterations performed by or on behalf of not requiring Landlord's consent, Tenant shall be performed: (a) at Tenant’s sole cost utilize only reputable and expense, skilled contractors and subcontractors which shall include, without limitation, payment to Landlord (are comparable to the extent required to be paid contractors and subcontractors utilized by Landlord to Master Landlord under Section 8.2 tenants at the Comparable Buildings. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Master Lease) of Master Premises, Tenant shall comply with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans 's rules and specifications for the Alterations; (b) regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Los Angeles, all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. In the event Tenant performs any Alterations which are not customary general office improvements which require or give rise to governmentally required changes to the Base Building, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall make available include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or cause Master Landlord to make available to floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, that would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, at the time of, and as a condition of, its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term, and the requirement that all Alterations conform in terms of quality and style to the Building's standards established by Landlord or the then-existing Tenant Improvements. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost comply with Landlord's rules and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 regulations concerning such hazardous materials or substances. Landlord's approval of the Master Lease) plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Irvine, all in conformance with Landlord's construction rules and regulations and the plans and specifications therefor submitted previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to Landlord and Master governmentally required changes to the "Base Building," as that term is defined below, then Landlord (and approved by Landlord and Master or Landlord's property manager) shall, at Tenant's expense, make such changes to the extent Base Building. The "Base Building" shall mean the Building Structure and the Building Systems. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable the Common Areas and customary uses. In additionin that respect, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to have the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering right, in connection with the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation any tenant improvements constructed in the Premises pursuant to the terms of the Tenant Work Letter, to require that all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant and/or Landlord (unless Landlord elects otherwise) be union labor in compliance with the then existing master labor agreements. (As of the date of this Lease, only carpentry work requires union labor.) Notwithstanding the foregoing, Landlord agrees that Tenant shall not be obligated to use union contractors for furniture installation and Landlord agrees to cooperate with Tenant in addressing any issues with xxx xxxxxxxxxx union arising out of Tenant's use of non-union furniture installers. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any furnitureAlterations, fixtures Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Orange in accordance with Section 8182 of the California Civil Code or equipment in or at the Premises, Building or Projectany successor statute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant's agent for such purpose), and Tenant shall indemnifydeliver to the Project management office a reproducible copy of the "as built" drawings of the Alterations as well as all permits, defend approvals and hold Landlord and Master Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request (made at the time Landlord gives its consent to the proposed Alterations, if Tenant shall requests in writing that Landlord identify whether or not such Alterations must be performed: (a) removed upon the expiration or earlier termination of this Lease), Tenant shall, at Tenant’s sole cost and 's expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) of Master Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord’s reasonable out-of-pocket costs incurred by Master Landlord . All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) , by properly licensed and insured contractors, in compliance with all Applicable Laws applicable laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord regulations, and diligently prosecuted to completion to the end that the Premises shall make available or cause Master Landlord to make available to at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Project, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working in the Project. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon ---------- completion thereof. In addition, Landlord may post notices of non-responsibility at the Master Lease may reasonably requirePremises and/or on the Building. Upon completion of any Alterations, Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors and materials approved by or on behalf of Landlord. Tenant shall be performed: construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit (a) at Tenant’s sole cost and expense, a copy of which shall includebe delivered to Landlord), without limitationissued by the appropriate governmental authorities, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 in conformance with Landlord's construction rules and regulations. Landlord's approval of the Master Lease) plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with diligently prosecuted to completion. In performing the plans and specifications therefor submitted by work of any such Alterations, Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to shall have the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment labor force working in the Building. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant shall provide Landlord and Master Landlord agrees to cause a Notice of Completion to be recorded in the office of the County Recorder in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Master Tenant shall deliver to Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.Alterations. 8.3

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord. In any event, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed by or on behalf of at Tenant's cost. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expenseperform such repairs in conformance with any and all applicable rules and regulations of any federal, which shall includestate, without limitationcounty or municipal code or ordinance and pursuant to a valid building permit, payment to Landlord (to issued by the extent required to be paid by Landlord to Master Landlord under Section 8.2 appropriate governmental authorities, in conformance with Landlord's construction rules and regulations. Landlord~s approval of the Master Lease) plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord for their completeness, design "sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with diligently prosecuted to completion. In performing the plans and specifications therefor submitted by work of any such Alterations, Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to shall have the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working in the Building. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant Upon completion of any Alterations and/or installation by and receipt of Landlord's written request, Tenant agrees to cause a Notice of any furniture, fixtures or equipment Completion to be recorded in or at the Premises, Building or Projectoffice of the Recorder of the County of Maricopa in accordance with the laws of the State of Arizona, and Tenant shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost build Alterations entirely within the Premises and expensein conformance with Landlord's construction rules and regulations, which shall includeusing only contractors and subcontractors approved in writing by Landlord. Any alterations affecting the Building Systems, without limitationthe structural integrity of the Building, payment to Landlord (to the extent required systems to be paid maintained by Landlord pursuant to Section 12.2, or the exterior appearance of the Building shall be performed only by a contractor approved by Landlord to Master Landlord under Section 8.2 of perform the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord work. All work relating to review Tenant’s plans and specifications for the Alterations; (b) any Alterations shall be done in a diligent and good and workmanlike manner; (c) , using new materials equivalent in compliance with all Applicable Laws and quality to those used in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, construction of the initial improvements to the extent such approval was required); (d) by contractors and subcontractors selected by Premises. All work shall be diligently prosecuted to completion. Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to ensure that all work is performed in a manner that does not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at through the Building or Project or its common areas and that does not interfere either with other tenants’ or occupants’ ' use or enjoyment of their premises for reasonable and customary usesor with any other work being undertaken in the Building. In addition, prior Tenant shall take all measures necessary to the commencement ensure that labor peace is maintained at all times. Within thirty (30) days after completion of such any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by deliver to Landlord (provided a) a reproducible copy of the record drawings of Alterations as built made on a 4 mil polyester-based permanent mylar or approved equal (or at Landlord's request, Auto CAD Disk File "As-Builts"), (b) a statement setting forth in reasonable detail the cost of construction of the Alterations (but excluding signs, furniture, trade fixtures, office equipment and items of a like nature), (c) a certificate of occupancy or completion and (d) an assignment of the guaranty or guarantees received by Tenant pertaining to any portion of the Alterations which Landlord shall not withhold approval unless Master Landlord reasonably withholds approval be required to the extent allowed under the Master Lease) (not maintain and/or repair pursuant to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensSection 12.2 hereof.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) construct Alterations at Tenant’s sole cost and expenseexpense in conformance with all applicable Legal Requirements and the Permitted Exceptions. All such work shall be completed in a good and workmanlike manner and in accordance with all Legal Requirements, and no such work shall result in any lien being assessed against the Premises which Tenant does not remove or “bond around” as set forth in Section 9.1 below. Landlord shall includepromptly review, without limitationrespond to and approve or disapprove (which approval shall not be unreasonably withheld, payment to Landlord (to conditioned or delayed) Tenant’s plan submissions and proposed contractors therefor in accordance with the extent required to be paid by Landlord to Master Landlord under Section 8.2 procedures set forth in Exhibit F attached hereto and made a part hereof for all purposes. Landlord’s approval of the Master Lease) of Master plans, specifications and working drawings for any Alterations shall create no responsibility or liability on Landlord’s reasonable outpart for their completeness, design sufficiency, or degree of compliance with Legal Requirements and the Permitted Exceptions. If the scope of the proposed Alteration requires Landlord’s approval hereunder, Landlord may engage a third-of-pocket costs incurred by Master Landlord party architect and/or engineer to review Tenant’s plans and specifications with respect to such Alteration, Landlord shall notify Tenant prior to any such engagement, and Tenant shall reimburse Landlord for the Alterations; its reasonable, out-of-pocket expenses incurred to such third parties within thirty (b30) days following Tenant’s receipt of Landlord’s written demand therefor. Tenant must do all work involving any Alteration in a diligent and good and workmanlike mannermanner and diligently prosecute it to completion to the end that the Premises shall at all times be a complete unit except during the period of work. Annually, or thirty (30) days after Landlord’s written request, Tenant shall deliver to Landlord a diskette on which Tenant has recorded in the most recent version of AutoCAD or compatible format (or such other format then in common use by commercial architects as Landlord may designate from time to time) the “as built” drawings for all Alterations that Tenant made subsequent to its previous submission of drawings to Landlord in accordance with the terms of this Section 8.2. Landlord has the right to cause Tenant to remove any Alterations that require Landlord’s consent on the expiration of the Lease Term, or the earlier termination of this Lease, or of Tenant’s right to possession of the Premises; (c) in compliance with all Applicable Laws and in substantial conformance with provided that Landlord notified Tenant of the removal requirement at the time that it approved the plans and specifications therefor submitted by for the Alteration in question. In no event shall Tenant have the right to remove any Alterations made in furtherance of Tenant’s maintenance, repair and replacement obligations under the terms of this Lease. In no event, however, shall Tenant be required to remove any Tenant finish items, including, but not limited to, interior walls and partitions, millwork, wall coverings, carpeting, floor coverings or telecommunications and data cabling. If Landlord exercises its right to require Tenant to Landlord remove any Alteration requiring Landlord’s consent as provided herein, or Tenant is otherwise permitted to remove an Alteration and Master Landlord (elects to do so, Tenant shall remove the Alteration and approved by Landlord and Master Landlord, repair any damage to the extent such approval was required); (d) by contractors Premises that the removal causes and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant restore the Premises to the Master Leasecondition existing prior to the installation of the Alteration on or before the expiration of the Lease Term or the earlier termination of this Lease or of Tenant’s right of possession of the Premises, Master all to Landlord’s reasonable satisfaction. All such removal work shall be completed in a good and workmanlike manner and in accordance with all Legal Requirements, and no such work shall result in any lien being assessed against the Premises which Tenant does not remove or “bond around” as set forth in Section 9.1 below. If Tenant fails to complete that removal or fails to repair any damage caused by the removal of any Alteration, Landlord may reasonably designate do so and may charge the contractors and subcontractors reasonable cost of doing so to perform all B/S Alterations provided such contractors and subcontractors are unrelated Tenant which Tenant shall pay to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); within thirty (e30) in conformance with Master days following receipt of Landlord’s reasonable, non-discriminatory construction rules and regulations invoice therefor. At least ten (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f10) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, days prior to the commencement of such Alterationsany work permitted to be done by persons requested by Tenant on the Premises, Tenant shall provide notify Landlord of the proposed work and Master the names and addresses of the general contractor for the proposed work so that Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction may approve of such Alterationsgeneral contractor (which approval may not be unreasonably withheld, conditioned, or delayed) and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result avail itself of the performance by Tenant provisions of applicable state statutes for protection of Landlord’s and/or its lender’s interest in the Premises. During any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at such work on the Premises, Building Landlord, or Projectits representatives, shall have the right, upon reasonable prior notice to Tenant, to go upon and inspect the Premises at all reasonable times, and shall indemnify, defend have the right to post and hold keep posted thereon notices pursuant to applicable state statutes and to take any further action which Landlord and Master Landlord harmless from and against all Claims may deem to be proper for the protection of Landlord’s interest in connection with any such liensthe Premises.

Manner of Construction. All Alterations performed by or on behalf Landlord may impose, as a condition of Tenant shall be performed: its consent to any Alterations, such requirements as Landlord in its reasonable discretion may deem desirable, including (but not limited to): (a) at Tenant’s sole cost the requirement that Tenant only use for such purposes contractors selected by Tenant and expense, which shall include, without limitation, payment to approved by Landlord (to the extent required to which approval shall not be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans unreasonably withheld); and specifications for the Alterations; (b) in a diligent Tenant shall only use subcontractors of Landlord’s selection to perform all work that may affect the Building systems and good and workmanlike manner; (c) equipment, structural aspects of the Building, or exterior appearance of the Building. Tenant shall construct all Alterations in compliance with all Applicable Laws and pursuant to a valid building permit, issued by the city in substantial which the property is located and in accordance with Landlord’s construction rules and regulations. Any Alterations shall be performed in conformance with the plans plans, specifications and specifications therefor submitted by Tenant to Landlord and Master Landlord working drawings (and “Plans”) first approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master writing. Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant approval of the Project, and so as not to unreasonably interfere with Master Plans shall create no responsibility or liability on Landlord’s normal and customary business operations at the Building part for their completeness, design sufficiency, or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usescompliance with Laws. In addition, prior Tenant agrees to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such AlterationsLandlord, and such other insurance as Master Landlord under the Master Lease may reasonably require. In addition, Landlord may, in its discretion, require Tenant shallto obtain a completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord to be protected under the instrument. Upon completion of any Alterations, within twenty (20) days after demand, remove Xxxxxx agrees to cause a Notice of Completion to be recorded in the applicable Office of the Recorder in accordance with applicable law or bond against any liens imposed against successor statute and Tenant shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize only architects, contractors, materials, mechanics and materialmen selected by or on behalf Landlord. In any event, a contractor of Tenant Landlord’s selection shall perform all mechanical, electrical, plumbing, structural, fire/life safety and heating, ventilation and air conditioning work, and such work shall be performed: (a) performed at Tenant’s sole cost cost. Tenant shall construct such Alterations and expenseperform such repairs in conformance with any and all applicable rules and regulations of any federal, which shall includestate, without limitationcounty or municipal code or ordinance and pursuant to a valid building permit, payment issued by the appropriate governmental authorities, in conformance with Landlord’s construction rules and regulations. If such Alterations trigger a legal requirement upon Landlord to Landlord (make any Alterations or improvements to the extent required to be paid by Building or Common Areas, Tenant shall, as Additional Rent, reimburse Landlord to Master Landlord under Section 8.2 for the cost thereof within thirty (30) days following receipt of an invoice therefor. Landlord’s approval of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review plans, specifications and working drawings for Tenant’s plans Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and specifications for the Alterations; (bregulations of governmental agencies or authorities. Landlord may post notices of nonresponsibility in accordance with Article 27(iii) hereof. All work with respect to any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with diligently prosecuted to completion. In performing the plans and specifications therefor submitted by work of any such Alterations, Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to shall have the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the Common Areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment labor force working in the Building. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be recorded in the office of the Recorder of the County of San Francisco in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, in connection with such Alterations or repairs of the Premises or about the Premises, such reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics, and materialmen approved by Landlord, which approval shall not be unreasonably withheld. In any event, a contractor acceptable to Landlord shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed by or on behalf of at Tenant's cost. Tenant shall construct such Alterations and perform such repairs in conformance with the Restriction Documents and any and all applicable federal, state, county, or municipal laws, rules, and regulations and pursuant to a valid building permit, if required. All work with respect to any Alterations must be performed: (a) done in a good and workmanlike manner and in the most expeditious and diligent manner reasonably possible to completion to the end that the Premises shall at Tenant’s sole cost all times be a complete unit except during the period of work and expense, which shall include, without limitation, payment to Landlord (so that to the extent required reasonably practical any disruption or inconvenience to be paid by Landlord to Master Landlord under Section 8.2 the Project and tenants of the Master Lease) Project is minimized. In performing the work of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for any such Alterations, Tenant shall have the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the ProjectProject and their invitees, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project or interfere with Master Landlord’s normal the labor force working in the Project, with adequate provisions for the safety and customary business operations convenience of tenants of the Project and to control dust, noise, and other effects of such work using methods commonly utilized to control such effects associated with construction centers. Tenant shall repair at its own cost and expense all damage caused by such work and shall restore any effected portion of the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, to the condition which existed prior to the commencement beginning of such work. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance Xxxxxx agrees to cause a Notice of Completion to be recorded in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval the applicable recorder's office, to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such AlterationsNevada law, and such other insurance as Master Landlord under Tenant shall deliver to the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any the Alterations and/or installation by Tenant as well as full and final waivers of any furnitureall liens for labor, fixtures services, or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensmaterials.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work materially or on behalf adversely affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expenseperform such repairs in compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which shall includethe Building is located, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 and in conformance with Landlord's construction rules and regulations. Landlord's approval of the Master Lease) plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Master Landlord’s reasonable outLandlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in 879352.05/SD374622-of00001/3-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in 28-19/MLT/bp -19- GENESIS SSF - TWO TOWER PLACE[Fluidigm Corporation] a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent such approval was required); (d) by contractors and subcontractors selected by end that the Premises shall at all times be a complete unit except during the period of work. Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord all Alterations to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) be performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not person to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or the common areas, and as not to obstruct the business of Landlord or other tenants’ tenants of the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working at the Project. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations (the estimated cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000)) and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shallshall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, within twenty (20ii) days after demand, remove or bond against any liens imposed against deliver to the management office of the Building or Project as a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request made at the time such consent is granted, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term (provided however, in no event will Tenant be required to remove any such Alterations unless they involve penetrations to the base, shell or core of the Building, would require extraordinary demolition costs or include the installation of a riser), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by or on behalf of Landlord, provided that Tenant shall be performed: (a) at Tenant’s sole cost utilize a contractor of Landlord's selection to perform all work that may affect the Building's Systems and expenseEquipment, which structural aspects of the Building, or exterior appearance of the Building. Landlord shall include, without limitation, payment to Landlord (to the extent required to be paid cause such contractor selected by Landlord to Master Landlord under Section 8.2 charge Tenant for such work an amount equal to the costs that comparable first-class, reputable and reliable contractors would have charged Tenant if selected pursuant to competitive bidding procedures. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the Master Lease) City of Master Long Beach, in conformance with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord 's construction rules and regulations. All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment labor force working in the Building. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant agrees to timely cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence deliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations; provided, however, that if Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord does not cause a timely Notice of Completion to be recorded, such failure shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed constitute a default under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsthis Lease but Tenant shall protect, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shalldefend, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend indemnify and hold Landlord and Master Landlord harmless from and against all Claims any loss, cost, damage, claim or expense incurred by Landlord in connection with any such liensTenant's failure to record the Notice of Completion.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and 's expense, which shall include, without limitation, payment to Landlord (to remove such Alterations upon the extent required to be paid by Landlord to Master Landlord under Section 8.2 expiration or any early termination of the Master Lease) of Master Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord’s reasonable out-of-pocket costs incurred by Master Landlord . All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) , by properly licensed and insured contractors, in compliance with all Applicable Laws applicable laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord regulations, and diligently prosecuted to completion to the end that the Premises shall make available or cause Master Landlord to make available to at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Project, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working in the Project. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this ---------- Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations and naming Landlord as a co- obligee. Upon completion of any Alterations, Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

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

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises or otherwise, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. All contractors, subcontractors, servicemen, materials, mechanics and materialmen shall includebe reasonably approved by Landlord. In connection with the foregoing, without limitationTenant acknowledges that all contractors, payment to Landlord (to subcontractors, and any other person performing work or services within the extent Building shall be required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master be union and shall comply with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans insurance requirements as set forth in Section 8.4 below. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located (or other applicable governmental authority), all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations regulations; provided, however, that prior to commencing to construct any Alteration (which Landlord other than Decorative Alteration), Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, the Building Systems, Common Areas, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project the Common Areas. Upon completion of any Alterations (or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterationsrepairs), Tenant shall provide deliver to Landlord final lien waivers from all contractors, subcontractors and Master Landlord with evidence that materialmen who performed such work. In addition to Tenant’s obligations under Article 9 of this Lease, Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or on behalf of Systems and Equipment (including designating specific contractors to perform such work). As a condition to Landlord’s obligation to consider any request for consent to any Alterations, Tenant shall be performed: agrees to pay Landlord within thirty (a30) at days after Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to receipt of invoices for the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket third party costs incurred by Master Landlord to and expenses of consultants, engineers, architects and others for reasonable review Tenant’s of plans and specifications for the construction of the proposed Alterations; (b) . Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City, and in conformance with Landlord’s construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent such approval was required); (d) by contractors and subcontractors selected by end that the Premises shall at all times be a complete unit except during the period of work. If Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or makes any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations and naming Landlord as a co-obligee if the cost of the work shall exceed $100,000. Upon completion of any Alterations, Tenant shall, within twenty shall (20i) days after demand, remove or bond against any liens imposed against cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 8182 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or Projecta reproducible copy of the “as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that Tenant remove such Alterations upon the expiration or on behalf any early termination of the Lease Term pursuant to the terms of Section 8.5, below. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Mountain View, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Santa Xxxxx in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries deliver to the Project construction manager a reproducible copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval drawings of the Alterations, to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required applicable, as well as all permits, approvals and other documents issued by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master have obtained Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with approval of all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlordplans, to the extent such approval was required); (d) by specifications, drawings, contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of Tenant’s construction of any Alterations; provided, however, a contractor of Landlord’s selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such Alterationswork shall be performed at Tenant’s cost, which cost shall not exceed a competitive market rate for such services. Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an a reasonable amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Further, to the extent Landlord’s personnel is reasonably required to oversee Tenant Alterations, Tenant shall pay to Landlord or its agent an oversight fee of $150.00 per hour. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable Laws and pursuant to a valid building permit (if applicable), issued by the appropriate governmental authorities, in conformance with Landlord’s construction rules and regulations and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Common Areas, then Landlord shall notify Tenant in writing of the cost of such Building or Common Area improvement. If, following such written notice, Tenant elects to proceed with the Alteration triggering such Building or Common Area improvement, then Tenant shall, as Additional Rent, reimburse Landlord for the actual cost thereof within twenty thirty (2030) days after demandfollowing receipt of an invoice therefor. Landlord’s approval of the plans, remove specifications and working drawings for Tenant’s Alterations shall create no responsibility or bond against liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any liens imposed against Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be posted (if applicable) and recorded in the office of the Recorder of the County in which the Building or Project as is located in accordance with all applicable Laws, and Tenant shall deliver to the Building management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniturethe Alterations, fixtures or equipment in or at to the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensextent applicable.

Manner of Construction. All Alterations performed Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld, conditioned or on behalf delayed; provided, however, that Landlord's approval of such contractors, subcontractors, mechanics and materialmen shall not be required or, alternatively, Tenant shall be performed: entitled to use its employees to make Alterations which do not affect the Building Systems or the Building Structure (aas such terms are defined in SECTION 7.1, above) so long as Tenant complies with all other provisions of this ARTICLE 8. Upon Landlord's request (unless Landlord waived, at the time of Landlord's consent for any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant’s sole cost and 's expense, which remove such Alterations upon the expiration or any early termination of the Lease Term; provided however, that Tenant shall include, without limitation, payment to Landlord (to the extent not be required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans remove Alterations which are Building Standard, as defined in SECTION 4.5.2. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonableany and all applicable federal, non-discriminatory construction commonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Marlborough, and in conformance with Landlord's construction requirements attached hereto as EXHIBIT L. In the event Tenant performs any Alterations in the Building which require or give rise to governmentally required changes to the Base Building (which Landlord as defined below), Landlord's written consent shall make available or cause Master be required, and it shall be deemed reasonable for Landlord to make available condition its consent on such changes to the Base Building being performed at the sole cost and expenses of Tenant, and by a contractor reasonably acceptable to Landlord. The "BASE BUILDING" shall include the Building Structure, and the public restrooms and the systems and equipment located in the internal core of the Building. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Tenant shall not take any action which would violate Landlord's labor contracts affecting the Project or which would cause any work stoppage, picketing, labor disruption or dispute, or any interference with the business of Landlord or any other tenant or occupant of the Project or with the rights and privileges of any person lawfully in the Project; if there is any problem involving Tenant and other tenants’ , at Tenant's request, Landlord will assist Tenant in resolving such issue, at no cost or occupants’ use or enjoyment of their premises for reasonable and customary usesexpense to Landlord. In additionaddition to Tenant's obligations under ARTICLE 9 of this Lease, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant upon completion of any Alterations which affect the Building Systems and/or installation Building Structures, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to be recorded in the office of the Recorder of the County of Middlesex in accordance with the laws of the Commonwealth of Massachusetts or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to Landlord or Landlord's property manager a copy of the "as built" drawings of the Alterations (Landlord agreeing that a copy of the drawings for such work that were submitted to Landlord for its consent, defend which is marked-up by the Tenant's contractor to show field changes, shall satisfy the requirement to deliver "as built" drawings) as well as all permits, approvals and hold Landlord and Master Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by or on behalf of Landlord. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Los Angeles in conformance with Landlord's construction rules and regulations. All work with respect to any Alterations must be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, Building Complex or the common areas by any other tenant of the ProjectBuilding Complex, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building Complex, or interfere with Master Landlord’s normal and customary business operations at the labor force working in the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesComplex. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, with respect to any Alterations which cost in excess of $50,000.00, Landlord may, in its discretion, require Tenant (if Tenant has previously been in default under this Lease) or any subtenant or assignee of Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shallshall (i) cause a timely Notice of Completion to be recorded in the office of the Recorder of Los Angeles County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, within twenty (20ii) days after demand, remove or bond against any liens imposed against deliver to the Building or Project as Complex management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liens.liens for labor, services or materials. 9

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem reasonably desirable using good faith prudent business judgement, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request at the time Landlord grants consent, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term. Any contractors, subcontractors, or materials suppliers that are not on behalf the approved list shall require the approval of Landlord, which Landlord shall not unreasonably withhold, condition, or delay, so long as they are qualified union contractors. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance conformance with any and all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to a valid building permit, issued by the Master Leasecity in which the Building is located (or other applicable governmental authority), Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory 's reasonable construction rules and regulations (which Landlord attached hereto as Exhibit B-1; provided however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make available such changes to the Base Building. The "Base Building" shall mean the Building Structure and Building Systems. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In addition, prior Tenant shall deliver to the commencement Project construction manager a reproducible copy of such Alterations, the "as built" drawings of the Alterations (if any are produced and if not produced then Tenant shall provide Landlord so deliver a copy of a marked set of Tenant’s construction drawings) as well as all permits and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved approvals issued by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (which request must be made, if at all, at the time of Landlord's consent to such Alteration), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, California, all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations regulations; provided, however, that prior to commencing to construct any Alteration (which Landlord except with regard to Cosmetic Alterations), Tenant shall make available or cause Master meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make available such changes to the Base Building. The "BASE BUILDING" shall include the Building Structure, and the public restrooms, elevators, fire stairwells and the systems and equipment (including the electrical, life safety, plumbing, sprinkler systems and HVAC systems) located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego, California, in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any the Alterations, if such liensAlterations are of a type for which as-built plans are reasonably available.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or on behalf of Systems and Equipment (including designating specific contractors to perform such work). Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expenseperform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which shall includethe Real Property is located, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 and in conformance with Landlord's construction rules and regulations. Landlord's approval of the Master Lease) plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans for their completeness, design sufficiency, or compliance with all laws, rules and specifications for the Alterations; (b) regulations of governmental agencies or authorities. All work with respect co any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Real Property, or interfere with Master Landlord’s normal and customary business operations the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesReal Property. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations and naming Landlord as 8 a co-obligee. Upon completion of any Alterations, Tenant shall, within twenty shall (20i) days after demand, remove or bond against any liens imposed against cause a Notice of Completion to be recorded in the Building or Project as a result office of the performance by Tenant Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectReal Property a reproducible copy of the "as built" drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such reasonable requirements consistent with the requirements of landlords of Comparable Buildings (provided that the same shall in any event be consistent with the terms and conditions of this Lease). Tenant shall be performedconstruct such Alterations and perform such repairs: (ai) at Tenant’s sole cost utilizing for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and materialmen reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (Landlord, except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations work affecting the structural components of the Building or the Systems and Equipment provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices in the market where the Premises are located and are reasonably available); (eii) in conformance with Master any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city of Los Angeles; and (iii) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Xxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which Landlord of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion so that the Premises shall make available or cause Master Landlord to make available to at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by the common areas for any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working on the Project, in any unreasonable respect. In addition, prior to the commencement of such event that Xxxxxx makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries Xxxxxx agrees to carry “Builder’s All Installation Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. Tenant shallIn addition, within twenty (20) days after demand, remove or bond against with respect to any liens imposed against Alterations to be made in the Building or Project by any assignee of Tenant which is not an Affiliate and which cost in excess of $300,000.00, Landlord may, in its discretion, require such assignee to obtain a lien and completion bond, or, at Landlord’s option, some alternate form of security reasonably satisfactory to Landlord, in an amount reasonably sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of Los Angeles County in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall deliver to the management office for the Building a reproducible copy of the “as built” drawings of the Alterations. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend defend, protect and hold harmless Landlord and Master the Landlord harmless Parties from any and against all Claims loss, cost, damage, expense and liability (including, without limitation, court costs and reasonable attorneys’ fees) in connection with such failure by Tenant to so record the Notice of Completion as required hereunder, excluding any such liensindirect, consequential or punitive damages.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by or on behalf of Landlord. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Los Angeles, in conformance with Landlord's construction rules and regulations. All work with respect to any Alterations must be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment labor force working in the Building. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant agrees to cause a timely Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Alterations performed by alterations, additions, or on behalf of Tenant changes to be made to the Premises shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment under the supervision of a competent architect or competent licensed structural engineer satisfactory to Landlord (to the extent required to and shall be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s made in accordance with plans and specifications for with respect thereto, approved in writing by Landlord before the Alterations; (b) commencement of work. All work with respect to any alterations, additions or changes must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent such approval was required); (d) end that the Premises shall at all times be a complete unit except during the period of work. All work that will involve impairing any Fire Protection System, which includes, but is not limited to, any fire sprinkler values and/or fire alarm monitoring systems, requires a “Red Tag Permit”. This tag is issued by contractors and subcontractors selected by Tenant and reasonably calling the Landlord at 000-000-0000. This permit shall be obtained 24 hours prior to work being performed. This work may require a shut-down of alarm systems, approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant ventilation to the Master Leaseoutside, Master Landlord may reasonably designate the contractors possession of an appropriate fire extinguisher and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, nona stand-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesperson on fire watch. In addition, prior the “fire watch person” will be expected to have the Landlord’s emergency telephone number in their possession and be able, in an emergency, to explain their exact location. System shutdown shall not occur more than once weekly. Upon completion of any alterations, additions or changes, Xxxxxx agrees to cause a notice of completion (or similar evidence of substantial completion) to be recorded in the public land records for the City or County in which the Project is located as required or permitted by the law of the State in which the Project is located. Such alterations, additions or changes shall be considered as improvements, shall become an integral part of the Premises and the property of Landlord upon installation thereof and shall not be removed by Tenant unless Landlord shall require Tenant to remove such improvements, in which event Tenant shall, at its expense, promptly remove those improvements that Landlord designates and repair any damage occasioned to the commencement Premises by reason of their removal. All improvements to the Premises by Tenant, including, but not limited to, light fixtures, floor coverings and partitions, but excluding trade fixtures and signs, shall be deemed to be the property of Landlord upon installation thereof. All materials used in any alterations or changes to the Premises shall be new or like-new in quality and condition. Any such Alterationsalterations, additions or changes shall be performed and done strictly in accordance with the laws and ordinances relating thereto. In performing the work of any such alterations, additions or changes, Tenant shall provide Landlord and Master have the work performed in such manner as not to obstruct the access to the premises of any other occupant of the Building. Tenant shall furnish Landlord with evidence a copy of all applicable construction permits and plans so that Tenant or Landlord may hold in its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval file a complete and accurate set of permits and plans for all alterations, additions and changes to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such AlterationsPremises and for all Tenant’s Work, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shallif any, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at on the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.

Manner of Construction. All Alterations performed by or on behalf of Prior to starting any work, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Building Systems); copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord; and any security for performance that is reasonably required by Landlord. Changes to the plans and specifications must also be performed: submitted to Landlord for its approval. Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld. Tenant shall construct such Alterations and perform such repairs (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterationscost; (b) in accordance with plans and specifications approved by Landlord, the terms of this Lease, all applicable Laws and Landlord’s construction rules and regulations; (c) without interference with the operation of Landlord or other occupants of the Building; and (d) in a diligent and good and workmanlike manner; , using quality materials and pursuant to a valid building permit, issued by the City of Rolling Xxxxxxx. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, then Landlord shall, or, at Landlord’s option, Tenant shall, in either case at Tenant’s expense, make such changes to the Base Building and Tenant shall reimburse Landlord as Additional Rent, upon demand, for such expense. In the event Tenant must perform any Alterations in another tenant’s premises or in the event Tenant must perform any Alterations that require access to another tenant’s premises, then Landlord shall, or, at Landlord’s option, Tenant shall, in either case at Tenant’s expense, either perform such Alterations in such other tenant’s premises or access such other tenant’s premises, as necessary, to perform such Alterations and Tenant shall reimburse Landlord as Additional Rent, upon demand, for such expense. Tenant shall use good faith efforts to avoid any action which would cause any Labor Dispute. If any action or inaction on the part of any Tenant Related Party causes a Labor Dispute, Tenant shall take any actions necessary to resolve such Labor Dispute, including without limitation having any pickets removed and, at the request of Landlord, terminating any work being performed in the Premises giving rise to such Labor Dispute, until such time as Landlord shall have given its written consent for the resumption of such work (c) which consent shall not be unreasonably withheld), and Tenant shall have no Claim for damages of any nature against any of the Landlord Related Parties in compliance with all Applicable Laws and in substantial conformance with connection therewith, nor shall the plans and specifications therefor submitted Lease Commencement Date be extended as a result thereof. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations which affect the Building Systems or Building Structure, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to Landlord be recorded in the office of the Recorder of the Cook County of in accordance with the Laws of the State of Illinois, and Master Landlord (and approved by Landlord and Master Landlord, Tenant shall deliver to the extent such approval was required); (d) by contractors Property management office a reproducible copy of the “as built” drawings of the Alterations, all permits, approvals and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, other documents issued by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with the Alterations, Xxxxxx’s affidavit, completion affidavits, contractor’s sworn statements, full and final waivers of lien and receipted bills covering all labor and materials and any such liensother documentation required by any Mortgagee or Landlord’s title insurance company.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (in Landlord's reasonable discretion), the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term; provided, however, that if Tenant's request for approval of any Alteration requests a determination by Landlord as to whether or not Tenant shall be performed: required to remove the subject Alteration upon the expiration or earlier termination of this Lease in accordance with the terms hereof, then Landlord shall include in its consent (aif granted) at Tenant’s sole cost and expense, which notice as to whether the subject Alteration shall include, without limitation, payment to Landlord (to the extent be required to be paid by Landlord removed prior to Master Landlord under Section 8.2 the expiration or earlier termination of the Master this Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans , and specifications for the Alterations; (b) corresponding repairs made. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located (or other applicable governmental authority), all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make available such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In addition, prior addition to the commencement Tenant's obligations under Article 9 of such Alterationsthis Lease, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master have obtained Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with approval of all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlordplans, to the extent such approval was required); (d) by specifications, drawings, contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of Tenant’s construction of the Alterations; provided, however, a contractor of Landlord’s reasonable selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and, so long as such Alterationswork is competitively priced, such work shall be performed at Tenant’s cost. Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master is then customary for similar type alterations in the area. In addition, Landlord under may, in its reasonable discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably requirelien-free completion of such Alterations and naming Landlord as a co-obligee. Further, Tenant shall pay to Landlord or its agent a supervision fee based on Landlord’s actual cost of supervision, not to exceed five percent (5%) of the cost of such work (which fee shall not apply to any Cosmetic Alterations, as defined above). The supervision fee applicable to the initial Tenant Improvements constructed in accordance with the Tenant Work Letter will be governed by the terms of the Tenant Work Letter and not this Section 8.2. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable laws and pursuant to a valid building permit, issued by the appropriate governmental authorities, in conformance with Landlord’s construction rules and regulations and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Common Areas, Tenant shall, as Additional Rent, reimburse Landlord for the cost thereof within twenty thirty (2030) days after demandfollowing receipt of an invoice therefor. Landlord’s approval of the plans, remove specifications and working drawings for Tenant’s Alterations shall create no responsibility or bond against liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any liens imposed against Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be posted (if applicable) and recorded in the office of the Recorder of the County in which the Building or Project as is located in accordance with all applicable state statutes, and Tenant shall deliver to the Building management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term (upon Tenant's request, Landlord shall specify, at the time of its consent, which Alteration, if any, must be removed upon expiration or early termination of the Lease Term), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by or on behalf of Landlord. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of San Diego in conformance with Landlord's construction rules and regulations. All work with respect to any Alterations must be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord and Master Landlord (and approved by Landlord and Master Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to have the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, the common areas by any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Project, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working in the Project. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a timely Notice of Completion to be recorded in the office of the performance by Tenant Recorder of San Diego County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the Project management office a reproducible copy of any furniture, fixtures or equipment in or at the Premises, Building or Project"as built" drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord full and Master Landlord harmless from and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord, and the requirement that upon Landlord’s request made at the time such consent is granted, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to Landlord (their condition existing prior to the extent required installation of such Alterations. Landlord may, as a condition to its consent to any Alterations, require that any architect retained by Tenant in connection with such Alterations be paid by Landlord certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to Master Landlord under California Civil Code Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans 55.53. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all Laws and pursuant to a valid building permit, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, as that term is defined below, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms located in the Common Areas, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by any other tenant of the Building or Project, as applicable, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at of Landlord or other tenants in the Building or Project Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other tenants’ work, labor or occupants’ use services in or enjoyment about the Building or the Common Areas. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the recorder of the County in which the Premises are situated in accordance with California Civil Code Section 3093 or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries deliver to the Project construction manager a reproducible copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval drawings of the Alterations, to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required applicable, as well as all permits, approvals and other documents issued by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord may reasonably require, including, but not limited to, the requirement that Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, provided Landlord imposed such removal requirement as a condition to consenting to such Alterations when they are installed, and/or the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen approved by Landlord (which approval (as indicated in Section 29.4 below) shall not be unreasonably withheld or on behalf of delayed). In any event, Tenant shall be performed: utilize subcontractors of Landlord's selection to perform any and all work that may affect the Building Systems and Equipment, structural aspects of the Building, the Base Shell or Core or exterior appearance of the Building or Common Areas provided that (ai) at Tenant’s sole cost if such subcontractors are unwilling or unable to perform such work, Tenant may utilize the services of any other qualified subcontractor which normally and expenseregularly performs similar work in comparable first-class, which institutional quality, office buildings in the San Diego, California area, and (ii) Landlord shall include, without limitation, payment to Landlord (to the extent required to be paid cause such subcontractor selected by Landlord to Master charge Tenant for such work in an amount equal to the cost that a comparable, first-class, reputable and reliable subcontractor would have charged Tenant if selected pursuant to competitive bidding procedures (and if such subcontractor refuses to meet such pricing requirements, Landlord under Section 8.2 shall have the option to either pay the excess charges of such subcontractor or to permit Tenant to utilize any other qualified subcontractor which meets the Master Leaserequirements of subsection 8.2(i) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans above). Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent conformance with any and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to a valid building permit, issued by the Master LeaseCity of San Diego, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which Landlord regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall make available or cause Master Landlord to make available to at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, thereof by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at of other tenants in the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with California Civil Code Section 3093 or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord may reasonably require, including, but not limited to, the requirement indicated in Landlord’s consent, that Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by or on behalf Landlord. In any event, a contractor of Tenant Landlord’s selection shall perform all mechanical, electrical, plumbing, life-safety, sprinkler, structural, and HVAC work and such work shall be performed: (a) performed at Tenant’s sole cost cost. Tenant shall construct such Alterations and expenseperform such repairs in conformance with any and all applicable rules and regulations of any federal, which shall includestate, without limitationcounty or municipal code or ordinance and pursuant to a valid building permit, payment to Landlord (to issued by the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master appropriate governmental authorities, in conformance with Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (unless such a permit is not a requirement under Applicable Law). In addition, Tenant hereby acknowledges that Landlord has established standard specifications (the “Building Standards”) for the Building standard components to be used in the construction of the any Alterations (including, the initial Tenant Improvements), which Building Standard are attached hereto as Exhibit I and incorporated herein by this reference. The quality of Alterations (including, the initial Tenant Improvements) shall be equal to or of greater quality than the quality of the Building Standards. Landlord may make reasonable changes to the Building Standards from time to time. Xxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall make available create no responsibility or cause Master liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to make available any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the Common Areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere with Master Landlord’s normal and customary obstruct the business operations at of Landlord or other tenants in the Building or Project unreasonably interfere with the labor force working in the Building and/or Project. Upon completion of any Alterations, Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or other tenants’ or occupants’ use or enjoyment of their premises for reasonable any successor statute, and customary uses. In addition, prior Tenant shall deliver to the commencement Building management office a (i) reproducible copy of such Alterationsthe “as built” drawings of those Alterations for which “as built” drawings are generally prepared and CAD files, Tenant shall provide Landlord and Master Landlord with evidence that Tenant (ii) copies of any permit cards, contractor or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval material warranties and/or any maintenance or ownership manuals relating to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: (a) from a list provided and approved by Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord remove such Alterations upon the expiration or any early termination of the Lease Term (subject to the extent required to be paid by Landlord to Master Landlord under terms of Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans 8.5, below). Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Xxxxxx, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall make available or cause Master meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building”, then Landlord shall, at Tenant’s expense, make available such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises is located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Mateo in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such reasonable requirements consistent with the requirements of landlords of Comparable Buildings (provided that the same shall in any event be consistent with the terms and conditions of this Lease). Tenant shall be performedconstruct such Alterations and perform such repairs: (ai) at Tenant’s sole cost utilizing for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and materialmen reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (Landlord, except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations work affecting the structural components of the Building or the Systems and Equipment provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices in the market where the Premises are located and are reasonably available); (eii) in conformance with Master any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city of Los Angeles; and (iii) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which Landlord of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion so that the Premises shall make available or cause Master Landlord to make available to at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Real Property, or interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working on the Real Property. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Installation Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. Tenant shallIn addition, within twenty (20) days after demand, remove or bond against with respect to any liens imposed against Alterations to be made in the Building or Project which cost in excess of $300,000.00, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond, or, at Tenant’s option, some alternate form of security reasonably satisfactory to Landlord, in an amount reasonably sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall deliver to the management office for the Real Property a reproducible copy of the “as built” drawings of the Alterations. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend defend, protect and hold harmless Landlord and Master the Landlord harmless Parties from any and against all Claims loss, cost, damage, expense and liability (including, without limitation, court costs and reasonable attorneys’ fees) in connection with any such liensfailure by Tenant to so record the Notice of Completion as required hereunder.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or on behalf delayed), the requirement that upon Landlord’s request (subject to the terms of Section 8.5, below), Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term (and Tenant shall include, without limitation, payment have no removal or restoration obligations with respect to Landlord (to the extent required any work to be paid constructed by Landlord to Master Landlord under Section 8.2 of in accordance with the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans Tenant Work Letter). Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonableany and all applicable federal, non-discriminatory construction state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located (which or other applicable governmental authority). Tenant shall not use (and upon notice from Landlord shall make available cease using) contractors, services, workmen, labor, materials or cause Master Landlord to make available to Tenant upon request); and (f) equipment that, in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project the Common Areas. Tenant shall be permitted to use non-union labor with Landlord’s approval, which shall not be unreasonably withheld, conditioned or other tenants’ delayed. Upon completion of any Alterations (or occupants’ use or enjoyment of their premises for reasonable repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and customary usesmaterialmen who performed such work. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County where the Premises are located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed a. Landlord represents and covenants that Xxxxxxxx’s Work to prepare the Leased Premises for occupancy in accordance with the terms of this Lease will be prosecuted with due diligence and continuity in a good and workmanlike manner, in accordance with final architectural plans, specifications and engineered working drawings for the construction prepared by or on behalf of Tenant shall be performed: (a) Landlord at TenantLandlord’s sole cost and expenseexpense and approved by Tenant and Landlord in their reasonable discretion, in accordance with the Phase 1 Work Letter and the Phase 2 Work Letter, and in accordance with the appropriate town or village building code for which a permit and necessary Certificate of Occupancy and/or Use shall includebe delivered to the Tenant upon the commencement of occupancy. Landlord further represents and covenants that the construction, reconstruction, renovation shall be, and that the Building and the Leased Premises shall be, on the Lease Term Commencement Date and throughout the Term of this Lease, in compliance with all applicable zoning, building, environmental, health, safety, fire and other applicable laws, codes and regulations, including, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 Americans with Disability Act, and that, upon Substantial Completion of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans Work, the Premises may lawfully be occupied and specifications used for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Permitted Use. Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Leaseobtain all governmental permits, Master Landlord may reasonably designate the contractors licenses and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises authorizations required for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such AlterationsLandlord’s Work. Landlord shall procure, at its sole expense, a certificate of occupancy and such any other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, governmental approvals and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims permits in connection with any such liensthe Leased Premises and Xxxxxxxx’s Work.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Los Angeles, all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. If Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall make available include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or cause Master Landlord to make available to floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with Master Landlord’s normal and customary business operations at the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the California Civil Code or any successor statute, and Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval deliver to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.