Common use of Manner of Construction Clause in Contracts

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, below)made at the time such consent is granted, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoMountain View, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 if Tenant shall not succeed in contesting such governmentally required change, Landlord shall, at Tenant's ’s expense, make such changes to the Base Building; provided that in the event that Tenant’s request for approval of any Alteration shall indicate Tenant’s desire for Landlord to notify Tenant of any such Base Building changes, Landlord shall notify Tenant (to the extent Landlord is then aware of any such required changes), in its approval of such Alterations (if applicable), and Tenant shall be permitted, at its option, to promptly elect to not have the Alterations performed. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Santa Xxxxx in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.. 24 Mountain View Research Park ViewRay, Inc. SF Legal

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises that required the consent of Landlord, 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 contractors, subcontractors, materials, mechanics and materialmen approved in advance by LandlordLandlord (which approval shall not be unreasonably withheld, and conditioned or delayed), or the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and and, if applicable, pursuant to a valid building permit, issued by the City of San Diegocity 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 (other than Cosmetic Alterations)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. The "Base Building" shall include the structural portions of the Building, including the roof, foundation and exterior walls and windows), and the public restrooms, elevators, fire 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 locatedBuilding. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to materially obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to materially obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations (or repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. 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 of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedif any, as well as all copies of any permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, given at the time Landlord approves such Alterations remove such Alterations upon the expiration or 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 LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegoin which the Building is located, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, the non-tenant portions of the Property, including common restrooms and the public restrooms, elevators, fire stairwells common elevators lobbies and the systems and equipment located in the internal core of the Building on and the floor or floors on which Common Areas and the portions of the base building systems within the Premises are located(such as the main loop of the sprinkler system and the main HVAC trunk/loop) and all emergency evacuation stairways. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Property or any portion thereof, by any other tenant of the ProjectProperty, and so as not to obstruct the business of Landlord or other tenants in the ProjectProperty. In addition, any Alteration that requires the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vender must be reasonably approved by Landlord, and that the amount and location of any such cabling must be reasonably approved by Landlord. All subcontractors, laborers, materialmen, and suppliers used or selected by Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in be reasonably approved by 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 ’s obligations under Article 9 of this Lease, upon completion of any AlterationsAlterations requiring Landlord’s consent, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a Property management office one (1) reproducible hard copy and an electronic copy copies (in both CAD and PDF format) of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably 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 requirement structural components of the Building or 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 ensure that upon Landlord's timely request (as more particularly Tenant’s contractors and subcontractors comply with the requirements set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordtherein. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located, all and in conformance with Landlord's ’s construction rules and regulations; provided. Landlord’s approval of the plans, howeverspecifications 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 prior to commencing to construct any Alteration (other than Cosmetic Alterations), the Premises shall at all times be a complete unit except during the period of work. Tenant shall meet with Landlord cause all Alterations 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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work be performed in such manner so as not to obstruct access by any person to the Building or Project or any portion thereof, by any other tenant of the Projectcommon areas, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 below immediately upon notice from completion thereof. Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with 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 workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego 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 (ii) deliver to the Project construction manager management office of the Building a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors’ affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a an express condition of its consent (at the time said consent is given) to any and all Alterations (other than the Tenant Improvements) 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 contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by LandlordLandlord (which approval shall not be unreasonably withheld, and conditioned or delayed), the requirement that upon Landlord's timely ’s request at the time Landlord approves said Alterations (as more particularly set forth in subject to the terms of Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all city in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord is located (or other tenants in the Projectapplicable governmental authority). Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations (or repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. In addition to Tenant's ’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 of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Landlord shall make its construction rules and a pre-approved vendor list available to Tenant upon request.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Major 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 contractors, materials, mechanics and materialmen which regularly perform work in first-class office buildings in San Diego County, California and are approved by LandlordLandlord (which approval shall not be unreasonably withheld, conditioned or delayed) provided such contractors and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, subcontractors agree to perform such work at competitive prices and pursuant to Tenant's expensereasonable scheduling requirements (the "Performance Requirement"); provided, remove such however, that Tenant acknowledges and agrees that the Performance Requirement shall also apply to any Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of installed by Tenant in the Premises to a building standard tenant improved condition as determined by Landlordexcept for those that are cosmetic and/or otherwise de minimis in nature. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Real Property. is located, all and in conformance with Landlord's commercially reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss . 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 parameters and code sufficiency, or compliance issueswith all applicable Laws. In the event Tenant performs 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 which require or give rise to governmentally required changes to shall at all times be a complete unit except during 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 structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. 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 obstruct unreasonably interfere with the business of Landlord or other tenants in of the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractorsReal Property, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony unreasonably interfere with the workforce or trades engaged labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All-Risk" insurance-in performing an amount approved by Landlord covering the construction of such Alterations, and such other workinsurance as Landlord may reasonably require, labor or services in or about the Building or the Common Areas. In addition it being understood and agreed that all of such Alterations shall be -insured by Tenant pursuant to Tenant's obligations under Article 9 10 of this Lease, Lease immediately upon completion thereof. Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Real Property is located in accordance with Section 3093 3043 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager a management office of the Real Property it reproducible copy and an electronic copy of the "as builtbuilt " drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, including the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, Landlord and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, diligently and without material cessation, delay or interruption, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, municipality in which the Building is located all in conformance with Landlord's ’s construction rules and regulationsregulations and reasonable additional directives; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells exit stairwells, paths of travel 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 obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice Notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably 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 requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination structural components of the Lease Term Building or Systems and return the affected portion of the Premises Equipment (including designating specific contractors to a building standard tenant improved condition as determined by Landlordperform such work). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Real Property is located, all and in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss . 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 parameters sufficiency, or compliance with all laws, rules and code compliance issuesregulations of governmental agencies or authorities. In the event Tenant performs 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 which require or give rise to governmentally required changes to shall at all times be a complete unit except during 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 structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the Projectconstruction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. Tenant shall not use (and upon notice from In addition, Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with 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 workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager management office of the Real Property a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals services or materials. [***] Confidential portions of this document have been redacted and other documents issued by any governmental agency in connection filed separately with the AlterationsCommission.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by LandlordLandlord (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the requirement that upon Landlord's timely request structural components of the Building or Systems and Equipment (as more particularly set forth in Section 8.5, below), Tenant shall, including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordreasonable scheduling requirements). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Real Property is located, all and in conformance with Landlord's commercially reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss . Landlord's approval of the plans, specifications and working drawings for Tenant's [***] Confidential portions of this document have been redacted and filed separately with the Commission. Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design parameters sufficiency, or compliance with all laws, rules and code compliance issuesregulations of governmental agencies or authorities. In the event Tenant performs All work with respect to any Alterations must be done in good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "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 structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the Projectconstruction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shall not use (to obtain lien and upon notice from completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as co-obligee; provided, however, that Landlord shall cease using) contractors, services, workmen, labor, materials waive its right to require any such bond or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with alternate form of security for Alterations performed by or on behalf of the workforce Original Tenant or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to any assignee that is an Affiliate of Original Tenant's obligations under Article 9 entire interest in this Lease pursuant to Section 14.7 of this Lease, upon . Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the Project construction manager management office of the Real Property a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirablereasonably necessary to protect the Building Structure and/or Building Systems, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon . Upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such any Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved its condition as determined by Landlordof the Effective Date. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoSunnyvale, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Mateo in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and Tenant shall deliver to the Project construction manager (A) a reproducible copy print copy, and (B) an electronic copy CAD file, of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “as-built” master plans for the floor(s) on which the Premises are located, if any, including updated vellums and electronic CAD files, all of which may be modified by Landlord from time-to-time, and the current versions of which shall be made available to Tenant upon Tenant’s request.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and reasonably approved by Landlord, and the requirement that upon Landlord's timely request (and, as more particularly set forth in Section 8.5, below), the requirement that upon Landlord’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations (including without limitation California Energy Code, Title 24) and pursuant to a valid building permit, issued by the City of San DiegoXxxx, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Xxxx in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and Tenant shall deliver to the Project construction manager (A) a reproducible copy print copy, and (B) an electronic copy CAD file, of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “as-built” master plans for the floor(s) on which the Premises are located, if any, including updated vellums and electronic CAD files, all of which may be modified by Landlord from time-to-time, and the current versions of which shall be made available to Tenant upon Tenant’s request.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s construction rules and regulationsregulations (including with respect to ACM); provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’s design parameters and code compliance issuesissues (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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises or Tenant’s Off-Premises Equipment, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations any “Specialty Alterations” (defined below) upon the expiration or 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 LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoCity, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of mean the Building Structure, the Building Systems, including the Building Systems on the floor or floors on which the Premises are locatedis located as well as the Common Areas. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’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 of San Diego in which the Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion discretion, consistent with landlords of Comparable Buildings, may deem desirable, including, but not limited to, (A) the requirement that Tenant utilize for such purposes only contractors contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and reasonably approved by LandlordLandlord (except that Landlord may designate the contractors and subcontractors to perform all work affecting the structural components of the Project and/or the Building Systems, and (B) the requirement that that, subject to the terms of Section 8.4 below, upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, below)given at the time of any required consent, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and return (C) the affected requirement that all Alterations are of equal or greater quality as compared to the lesser of (i) the Building’s standards established by Landlord or (ii) the then existing improvements located in the applicable portion of the Premises. 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; provided, however, if such Hazardous Materials existed in the Premises prior to a building standard tenant improved condition as determined the date Tenant initially took possession thereof, and the same was not put there by, or on behalf of, any Tenant Party, Landlord shall pay any incremental extra costs incurred by LandlordTenant in connection with the Alteration resulting from the presence of such pre-existing Hazardous Materials. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations Laws and pursuant to a valid building permitpermit (if applicable), issued by the City of San DiegoSanta Xxxxxx, all in conformance with Landlord's ’s reasonable written construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)but so long as Tenant is the sole occupant of the Building, Tenant may perform its construction PEN XXXXXXX [Awesomeness TV] before, during and after Normal Business Hours so long as Tenant shall meet be in compliance with Landlord to discuss Landlord's design parameters and code compliance issuesapplicable Laws. 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 belowBuilding or the Building Systems, then Landlord shall, at Tenant's expense’s expense based on the Actual Cost thereof, make such changes to the Base BuildingBuilding and/or the Building Systems. The "Base Building" shall include the structural portions Landlord’s approval of the Buildingplans, specifications and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building working drawings for Tenant’s Alterations shall create no responsibility or liability on the floor part of Landlord for their completeness, design sufficiency, or floors on which the Premises are locatedcompliance 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. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project or interfere with the labor force working on the Project. In the event that Tenant makes any Alterations, Tenant agrees to carry (or cause its contractor to carry) “Builder’s All Risk” for insurance for the full replacement cost on a completed value basis covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, in connection with Alterations that (i) require Landlord’s consent thereto pursuant to the terms and provisions of Section 8.1 above and (ii) cost in excess of $15.00 per rentable square foot the Premises in the aggregate, 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 sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Tenant shall in all cases comply with Landlord’s “Responsible Contractor Policy” attached hereto as Exhibit B-2. Tenant shall not use (and upon notice from be required to engage union labor in connection with any Alterations, except to the extent reasonably required by a successor to the originally named 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 Areasherein. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, at Landlord’s request, Tenant agrees to prepare, and Landlord shall execute if factually correct, and Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from any and all loss, cost, damage, expense and liability (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.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be a "CASp," as that term is defined in Article 24 below, and return that following the affected portion completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to a building standard tenant improved condition as determined by LandlordCalifornia Civil Code Section 55.53. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, city in which the Building is located all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)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. The "Base Building" shall include the structural portions of the Building, and Building foundations, the public restrooms, elevators, fire 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 locatedSystems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 8182 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations (except for Permitted 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 contractors, materials, mechanics and materialmen approved by LandlordLandlord which shall not be unreasonably withheld, and conditioned or delayed; provided, however, Landlord may impose such requirements as Landlord may determine, in its commercially reasonable discretion, with respect to any work affecting the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination structural components of the Lease Term Building or Systems and return the affected portion of the Premises Equipment (including designating specific contractors to a building standard tenant improved condition as determined by Landlordperform such work). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located, all and in conformance with Landlord's construction rules and regulations; provided. Landlord's approval of the plans, howeverspecifications 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 prior to commencing to construct any Alteration (other than Cosmetic Alterations), the Premises shall at all times be a complete unit except during the period of work. Tenant shall meet with Landlord cause all Alterations 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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work be performed in such manner so as not to obstruct access by any person to the Building or Project or any portion thereof, by any other tenant of the Projectcommon areas, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall not use be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. If any Alterations are expected to cost in excess of Two Hundred Fifty Thousand Dollars (and upon notice from $250,000.00), Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with 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 workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego 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 (ii) deliver to the Project construction manager management office of the Building a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem 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 ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, California, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Diego, California in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises 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 desirable (provided that Tenant utilize for will not be required to use union labor and may select the contractor(s) or vendors who will perform such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, belowwork), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such its Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoAlameda, all in conformance with Landlord's ’s reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)requiring Landlord’s consent, Tenant shall meet with Landlord to discuss Landlord's ’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 shallshall have the right, at Tenant's ’s expense, make to perform such changes component of the Alterations, provided that Landlord agrees to competitively bid the cost of such work in order to ensure that the cost to perform such work is commercially competitive and to use diligent efforts to have such work performed in accordance with Tenant’s reasonably established schedule for the performance of such work. As used herein, the “Base Building. The "Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of mean the Building on the floor or floors on which the Premises are locatedStructure and Building Systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other owners or tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’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 of San Diego Alameda in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoManhattan Beach, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request, (which request (as more particularly set forth in Section 8.5must be made, belowif at all, at the time of Landlord's consent to the Alteration), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. 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 return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations 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 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; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells 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 obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to 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 deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, if such Alterations are of a type for which as-built plans are reasonably available.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoMateo, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Mateo in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the AlterationsCROSSROADS 811068.04/WLA Office Lease 375985-00061/1-24-20/cb/ejs (14) [Healthequity, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.Inc.]

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed pursuant to the requirement that TCCs of Section 8.5 of this Lease. If Landlord shall give its consent, the consent shall be deemed conditioned upon Landlord's timely request (as more particularly set forth Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in Section 8.5, below)a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall, at Tenant's expense, remove shall comply with Landlord’s rules and regulations concerning such Alterations upon the expiration hazardous materials or 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 Landlordsubstances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "Base Building" shall include the structural portions Since all or a portion of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located Project is or may become in the internal core of future certified under the U.S. Green Building on the floor or floors on which the Premises are located. In performing the work of any such AlterationsCouncil’s Leadership in XXXXXX REALTY THE CAMPUS AT SORRENTO GATEWAY 702009.06/WLA -37- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.Inc.]

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLos Angeles, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells 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 obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diegocity in which the Project is located, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)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 Buildingand Shell," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Buildingand Shell. The "Base Buildingand Shell" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord; provided, however, that Tenant shall be required to remove any Alteration to the extent Landlord provides Tenant with notice of such removal obligation at the time its consent is given (i.e., as more particularly set forth in Section 8.5 below). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federalApplicable Laws and if required by Applicable Laws, 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 ’s construction rules and regulationsregulations of which Tenant has been given notice; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "Base Building" shall include the structural portions Since all or a portion of the BuildingProject is or may become -00- XXXXXX XXXXXX XXXXXX CENTRE DEL MAR [Santarus, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.Inc.]

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely ’s request (as more particularly set forth in Section 8.5, belowgiven concurrently with Landlord’s consent to installation of the subject Alterations), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term, and return the affected portion requirement that all Alterations conform in terms of quality to the Premises to a building standard tenant improved condition as determined building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoXxxxxx, all in conformance with Landlord's ’s reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells 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 obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Marin in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office (A) a reproducible copy print copy, and (B) an electronic copy CAD file, of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “As-Built Floor Master Plans,” including updated vellums and electronic CAD files. As used in this Lease, the “As-Built Floor Master Plans” means (i) the “Architectural Partition Plan,” and (ii) the following engineered plans: (a) “Lighting Plan,” (b) “Power Plan,” (c) “Mechanical Plan,” (d) “Plumbing Plan,” (e) “Fire Sprinkler Plan, and (f) “Fire/Life Safety Plan.” The current version of such As-Built Floor Master Plans, which may be modified by Landlord from time-to-time, shall be made available to Tenant upon Tenant’s request, at Landlord’s expense.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, California, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Diego, California in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited toAlteration requiring Landlord's consent, the requirement that Tenant utilize for such purposes only contractors reasonably and subcontractors approved by Landlord, and the requirement that upon in Landlord's timely request (as more particularly set forth in Section 8.5, below)reasonable discretion. With respect to Alterations not requiring Landlord's consent, Tenant shall, shall utilize only reputable and skilled contractors and subcontractors which are comparable to the contractors and subcontractors utilized by tenants at Tenant's expense, remove the Comparable Buildings. If such Alterations upon will involve the expiration use of or any early termination of disturb hazardous materials or substances existing in the Lease Term Premises, Tenant shall comply with Landlord's rules and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations 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 or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLos Angeles, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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 are not customary general office improvements 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 BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells 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 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, that 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 of San Diego Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of ---------------------- its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen approved by Landlord, and the requirement that that, upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, shall at Tenant's expense, expense remove such Alterations upon the expiration or any early termination of the Lease Term Term. 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 return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations 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 or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoLake Forest, all in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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 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 structural portions of the Building, and the public restrooms, elevators, fire stairwells 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 obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Orange in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager Landlord a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, Diego all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed pursuant to the requirement that TCCs of Section 8.5 of this Lease. If Landlord shall give its consent, the consent shall be deemed conditioned upon Landlord's timely request (as more particularly set forth Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in Section 8.5, below)a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall, at Tenant's expense, remove shall notify Landlord prior to performing such Alterations upon the expiration and comply with Landlord’s rules and regulations concerning such hazardous materials or 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 Landlordsubstances. 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 county, local or municipal laws, ordinances, rules and regulations and pursuant to a valid building permitpermit (to the extent a building permit is required due to the nature of the Alterations being performed), issued by the City of San Diegocity in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.at

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term Term. 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 return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlordregulations 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 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 ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), 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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building Building, and the Common Areas, including the public restrooms and elevator lobby on the floor or floors of the Building on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees 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 deliver to the Project construction manager management office a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, including the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, Landlord and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, diligently and without material cessation, delay or interruption, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, municipality in which the Building is located all in conformance with Landlord's construction rules and regulationsregulations and reasonable additional directives; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)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. The "Base BuildingBASE BUILDING" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells exit stairwells, paths of travel 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 obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice 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 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 recorder of the County of San Diego county in which the Building is located in accordance with Section 3093 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by Landlord, and which approval shall not be unreasonably withheld or delayed; provided, however, Landlord may impose such requirements as Landlord may determine, in its reasonable discretion, with respect to any work affecting the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination structural components of the Lease Term Building or Systems and return the affected portion of the Premises Equipment (including designating SAN MATEO PLAZA XxxxXxxxx.xxx, Inc. specific contractors to a building standard tenant improved condition as determined by Landlordperform such work at reasonably competitive rates). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal laws, rules and regulations code or ordinance and pursuant to a valid building permitpermit (if required for the work in question), issued by the City of San Diegocity in which the Project is located, all and in conformance with Landlord's ’s construction rules and regulations; providedregulations and all covenants, howeverconditions and restrictions now or hereafter affecting the Project. Landlord’s approval of the plans, that prior 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 commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises which require or give rise to governmentally required changes to shall at all times be a complete unit except during the "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 structural portions period of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are locatedwork. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building or Project or any portion thereof, by the Common Areas for any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. if 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 makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, for work costing in excess of $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 lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations (other than Permitted Alterations), Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego 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 (ii) deliver to the management office of the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors’ affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem 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 ’s request (as more particularly made at the time such consent is granted, subject to the terms and conditions set forth in Section 8.5, 8.6 below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of restore the Premises to a building standard tenant improved their condition as determined by Landlordexisting prior to the installation of such Alterations. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoMountain View, all in conformance with Landlord's ’s reasonable construction rules and regulationsregulations which may be promulgated by Landlord from time to time; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the BuildingBuilding Structure, and the public restrooms, elevators, fire exit stairwells and the systems and equipment Building 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally preparedapplicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's ’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)Alteration, Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other *** Confidential portions of this document have been redacted and filed separately with the Commission. tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees 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 deliver to the Project construction manager a reproducible copy and an electronic copy of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the PremisesPremises 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 desirable (provided that Tenant utilize for will not be required to use union labor and may select the contractor(s) or vendors who will perform such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, belowwork), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall construct such its Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoRoseville, all in conformance with Landlord's reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations)requiring Landlord’s consent, 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 shallshall have the right, at Tenant's expense, make to perform such changes component of the Alterations, provided that Landlord agrees to competitively bid the Base Buildingcost of such work in order to insure that the cost to perform such work is commercially competitive and to use diligent efforts to have such work performed in accordance with Tenant’s reasonably established schedule for the performance of such work. The As used herein, the "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of mean the Building on the floor or floors on which the Premises are locatedStructure and Building Systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to 795678.02/WLA376514-00007/1-28-19/ctl/ctl -24- 630 ROSEVILLE PARKWAY[Penumbra, Inc.] cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Placer in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below)’s request, Tenant shall, at Tenant's ’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by LandlordTerm. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San DiegoSunnyvale, all in conformance with Landlord's ’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Alteration. Tenant shall meet with Landlord to discuss Landlord's ’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 ’s expense, make such changes to the Base Building. The "“Base Building" ” shall include the structural portions of the Building, and the public restrooms, elevators, fire 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 shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's ’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant's ’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego Santa Cxxxx in accordance with Section 3093 of the California Civil Code of the State of California or any successor statutestatute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 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 deliver to the Project construction manager (A) a reproducible copy print copy, and (B) an electronic copy CAD file, of the "“as built" ” drawings of the Alterations, to the extent such Alterations are of a type for which as-built plans are generally prepared, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “as-built” master plans for the floor(s) on which the Premises are located, if any. including updated vellums and electronic CAD files, all of which may be modified by Landlord from time-to-time, and the current versions of which shall be made available to Tenant upon Tenant’s request.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably contractors, materials, mechanics and materialmen approved by Landlord; provided, and however, Landlord may impose such requirements as Landlord may determine, in its good faith business judgment, with respect to any work affecting the requirement that upon Landlord's timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination structural 071053\8589453v5 9 components of the Lease Term Building or Systems and return the affected portion of the Premises Equipment (including designating specific contractors to a building standard tenant improved condition as determined by Landlordperform such work). Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal lawscode or ordinance (including California Energy Code, rules and regulations Title 24) and pursuant to a valid building permit, issued by the City of San Diegocity in which the Project is located, all and in conformance with Landlord's construction rules and regulations; provided, however, that prior to commencing to construct any Alteration (other than Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs that any proposed Alterations in trigger the need for repairs, maintenance, improvements or alterations outside of the Premises which require or give rise to governmentally required changes to for any reason, Tenant shall be solely responsible for the "Base Building," as that term is defined below, then Landlord shall, performance of all such work at Tenant's sole cost and expense. Landlord's approval of the plans, make such changes 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 Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, fire stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which end that the Premises are locatedshall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building or Project or any portion thereof, by the Common Areas for any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in of the Project, or interfere with the labor force working at the Project. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall not use (and be insured by Tenant pursuant to Article 10 of this Lease immediately upon notice from completion thereof. In addition, for Alterations anticipated to cost in excess of $250,000 Landlord shall cease using) contractors, services, workmen, labor, materials or equipment thatmay, in Landlord's reasonable judgmentits discretion, would disturb labor harmony with 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 workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areaslien-free completion of such Alterations and naming Landlord as a co-obligee. In addition to Tenant's obligations under Article 9 of this Lease, upon Upon completion of any Alterations, Tenant agrees to shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego county in which the Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall (ii) deliver to the management office of the Project construction manager a reproducible copy and an electronic copy of the "as built" drawings of the Alterations, and (iii) deliver to the extent such Alterations are Landlord evidence of a type payment, contractors' affidavits and full and final waivers of all liens for which as-built plans are generally preparedlabor, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterationsservices or materials.