Common use of Manner of Construction Clause in Contracts

Manner of Construction. Landlord may impose, as condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord (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 structural components of the Building or Systems and Equipment (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 reasonable scheduling requirements). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord's commercially reasonable construction rules and regulations. 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 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 good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain 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 co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord's commercially reasonable ’s construction rules and regulations. Landlord's ’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. ’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "“Builder's ’s All Risk" ” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' ’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of ---------------------- its consent to 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, subcontractors, materials, mechanics and materialmen approved by Landlord (which approval Landlord, and the requirement that, upon Landlord's request, Tenant shall not be unreasonably withheld, conditioned at Tenant's expense remove such Alterations upon the expiration 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 structural components early termination of the Building Term. If such Alterations will involve the use of or Systems disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and Equipment (including designating specific contractors to perform regulations concerning such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirements)hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Lake Forest, and all in conformance with Landlord's commercially reasonable construction rules and regulations. LandlordIn the event Tenant performs any Alterations in the Premises which require or give rise to governmentally-required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's approval expense, make such changes to the Base Building. The "Base Building". shall include the structural portions of the plansBuilding, specifications and working drawings for Tenant's [***] Confidential portions the public restrooms and the systems and equipment located in the internal core of this document have been redacted and filed separately with the Commission. Alterations shall create no responsibility or liability Building on the part of Landlord for their completeness, design sufficiency, floor or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in good and workmanlike manner and diligently prosecuted to completion to the end that floors on which the Premises shall at all times be a complete unit except during the period of workare located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain 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 co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Orange in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Landlord a reproducible copy of the "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building Buildings or Systems and Equipment (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 reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (including, without limitation, California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Real Property is Buildings are located, and in conformance with Landlord's commercially reasonable construction rules and regulations. 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building Buildings or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may requirereasonably require consistent with the practices of institutional owners of the Comparable Buildings, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Buildings a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord Lessor may impose, as a condition of its consent to all Alterations or repairs in, of the Premises or about the Premises, such requirements as Landlord Lessor in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that Tenant upon Lessor’s request, Lessee shall, at Lessee’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and repair any damage done by the removal of such Alterations, or the requirement that Lessee utilize for such purposes only contractors, materials, mechanics and materialmen management selected by Lessee and approved by Landlord Lessor (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, Landlord that Lessee shall utilize subcontractors of Lessor’s selection to perform all work that may impose such requirements as Landlord may determineaffect the Project systems and equipment, in its sole and absolute discretion, with respect to any work affecting the structural components aspects of the Building Project, or Systems and Equipment (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 reasonable scheduling requirements)exterior appearance of the Project or Common Areas. Tenant Lessee shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, City of Los Angeles and in conformance with Landlord's commercially reasonable Lessor’s construction rules and regulations. Landlord's Any Alterations shall be performed in conformance with plans, specifications and working drawings first approved by Lessor. Lessor’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. Lessee’s Alterations shall create no responsibility or liability on the part of Landlord Lessor for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant Lessee shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas Project for any other tenant lessee of the Real PropertyProject, and as not to obstruct the business of Landlord Lessor or other tenants of lessees in the Real PropertyProject, or interfere with the labor force working at in the Real PropertyProject. If Tenant In the event that Lessee makes any Alterations, Tenant Lessee agrees to carry "“Builder's ’s All Risk" ” insurance in an amount approved by Landlord Lessor covering the construction of such Alterations, and such other insurance as Landlord Lessor may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Lessee pursuant to Article 10 of this Lease 9 immediately upon completion thereof. In addition, Landlord Lessor may, in its discretionif reasonable and non-discriminatory, require Tenant Lessee to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord Lessor in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord Lessor as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) Lessee agrees to cause a Notice of Completion to be recorded in the office Office of the Recorder of the county in which the Real Property is located County of Los Angeles in accordance with Section section 3093 of the Civil Code of the State of California or any successor statute, (ii) statute and Lessee shall deliver to the Building management office of the Real Property a reproducible copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as an express condition of its consent (at the time said consent is given) to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed); provided, howeverthe requirement that upon L▇▇▇▇▇▇▇’s request at the time Landlord approves said Alterations, Landlord may impose Tenant shall, at Tenant’s expense, remove such requirements as Landlord may determine, in its sole and absolute discretion, with respect to Alterations upon the expiration or any work affecting the structural components early termination of the Building or Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirements)Lease Term. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property Building is locatedlocated (or other applicable governmental authority), and in conformance with Landlord's commercially reasonable construction rules and regulations. Landlord's approval shall use materials 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 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 good and workmanlike manner and diligently prosecuted to completion a quality that is at least equal to the end that quality designated by Landlord as the Premises shall at all times be a complete unit except during minimum standard for the period of work. In performing the work of any such AlterationsBuilding, Tenant shall have the work performed and in such manner as to cause a minimum disruption to the other occupants of the Project and interfere with other construction in progress and with the transaction of business in the Project. Landlord may designate reasonable rules, regulations and procedures for the performance of all such work in the Building (including insurance requirements for contractors) and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to designate the time when such work may be performed. Tenant shall not to obstruct access to 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 Real Property or the common areas for any other tenant Common Areas. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of the Real Property, general contractor primarily responsible for performing the work prior to beginning such construction and as not Landlord may post on and about the Premises notices of non-responsibility pursuant to obstruct the business Applicable Laws. Upon completion of Landlord any Alterations (or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterationsrepairs), Tenant agrees shall deliver to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of final lien waivers from all contractors, subcontractors and materialmen who performed 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 thereofwork. In addition, Landlord may, in its discretion, require Tenant addition to obtain 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 co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 ’s obligations under Article 9 of this Lease. Upon , upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Project construction manager a reproducible copy of the "“as built" ” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, . Landlord shall make its construction rules and (iii) deliver pre-approved vendor list available to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materialsTenant upon its request.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such reasonable requirements as Landlord consistent with the requirements of landlords of Comparable Buildings (provided that the same shall in its reasonable discretion may deem desirable, including, but not limited to, any event be consistent with the requirement that terms and conditions of this Lease). Tenant utilize shall construct such Alterations and perform such repairs: (i) utilizing for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord (which approval shall not be unreasonably withheldLandlord, conditioned or delayed); provided, however, except that Landlord may impose such requirements as Landlord may determine, in its sole designate the contractors and absolute discretion, with respect subcontractors to any perform all work affecting the structural components of the Building or the Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices in the market where the Premises are located and pursuant to Tenant's reasonable scheduling requirements). Tenant shall construct such Alterations and perform such repairs are reasonably available; (ii) in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, of Los Angeles; and (iii) in conformance with Landlord's commercially reasonable ’s reasonable, non-discriminatory construction rules and regulations. Landlord's ’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. ’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end so that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and so as not to obstruct the business of Landlord or other tenants of in the Real Property, or interfere with the labor force working at on the Real Property. If In the event that Tenant makes any Alterations, Tenant agrees to carry "Builder's All “Installation Risk" ” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, with respect to any Alterations to be made in the Building which cost in excess of $300,000.00, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or bond, or, at Tenant’s option, some alternate form of security reasonably satisfactory to Landlord Landlord, in an amount reasonably sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of for the Real Property a reproducible copy of the "“as built" ” drawings of the Alterations. In the event Tenant fails to so record the Notice of Completion as required pursuant to this Section 8.2, then such failure shall not, in and of itself, constitute a default hereunder but Tenant shall indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from any and all loss, cost, damage, expense and liability (iiiincluding, without limitation, court costs and reasonable attorneys’ fees) deliver in connection with such failure by Tenant to Landlord evidence so record the Notice of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materialsCompletion as required hereunder.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the 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 such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall will not be unreasonably withheld, conditioned required to use union labor and may select the contractor(s) 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 structural components of the Building or Systems and Equipment (including designating specific contractors to vendors who will perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such its Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Roseville, and all in conformance with Landlord's commercially reasonable construction rules and regulations. ; provided, however, that prior to commencing to construct any Alteration requiring Landlord’s consent, Tenant shall meet with Landlord to discuss Landlord's approval design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, then Landlord shall have the right, at Tenant's expense, to perform such component of the plansAlterations, specifications and working drawings for Tenant's [***] Confidential portions provided that Landlord agrees to competitively bid the cost 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All such work with respect in order to any Alterations must be done in good and workmanlike manner and diligently prosecuted to completion to the end insure that the Premises 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" shall at all times be a complete unit except during mean the period of workBuilding Structure 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 Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants in the Project. In addition to Tenant's obligations under Article 9 of the Real Propertythis Lease, or interfere with the labor force working at the Real Property. If Tenant makes upon completion of any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations795678.02/WLA376514-00007/1-28-19/ctl/ctl -24- 630 ROSEVILLE PARKWAY[Penumbra, 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 to obtain 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 co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) Inc.] cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Placer in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its ---------------------- consent to 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, subcontractors, materials, mechanics and materialmen selected by Tenant and reasonably approved by Landlord (which approval Landlord, and the requirement that all Alterations conform in terms of quality and style to the building's standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall not be unreasonably withheld, conditioned comply with Landlord's rules and regulations concerning such hazardous materials 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 structural components of the Building or Systems and Equipment (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 reasonable scheduling requirements)substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Santa ▇▇▇▇▇, and all in conformance with Landlord's commercially reasonable construction rules and regulations. LandlordIn the event Tenant performs any Alterations, for non-general office use, in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's approval expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the plansBuilding, specifications and working drawings for Tenant's [***] Confidential portions the public restrooms and the systems and equipment located in the internal core of this document have been redacted and filed separately with the Commission. Alterations shall create no responsibility or liability Building on the part of Landlord for their completeness, design sufficiency, floor or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in good and workmanlike manner and diligently prosecuted to completion to the end that floors on which the Premises shall at all times be a complete unit except during the period of workare located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real PropertyBuilding or the Common Areas. If Tenant makes In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain 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 co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Santa ▇▇▇▇▇ in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Project management office of the Real Property a reproducible copy of the "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (including California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord's commercially reasonable ’s construction rules and regulations. Landlord's ’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. ’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "or have its contractor carry “Builder's ’s All Risk" ” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' ’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such reasonable requirements as Landlord in its reasonable discretion may deem desirabledesirable (provided that the same shall in any event be consistent with the provisions of the Lease), including, but not limited to, the requirement that upon Landlord's request, made at the time such consent is granted, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and repair any damage to the Premises and/or the Building caused by such removal, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably approved by Landlord (which approval Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall not be unreasonably withheld, conditioned comply with Landlord's rules and regulations concerning such hazardous materials 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 structural components of the Building or Systems and Equipment (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 reasonable scheduling requirements)substances. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and and, if legally required, pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Los Angeles, and in conformance with Landlord's commercially reasonable construction rules and regulations. 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of workmanner. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real PropertyBuilding, and as not to obstruct the business of Landlord or other tenants of in the Real PropertyBuilding, or interfere with the labor force working at in the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain 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 co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this LeaseBuilding. Upon completion of any Alterations, Tenant shall (i) agrees to cause a timely Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Los Angeles in accordance with the terms of Section 3093 3 093 'of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Building management office of the Real Property a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to 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 such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall will not be unreasonably withheld, conditioned required to use union labor and may select the contractor(s) 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 structural components of the Building or Systems and Equipment (including designating specific contractors to vendors who will perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such its Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is locatedCity of Alameda, and all in conformance with Landlord's commercially ’s reasonable construction rules and regulations; provided, however, that prior to commencing to construct any Alteration requiring Landlord’s consent, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. Landlord's approval In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, then Landlord shall have the right, at Tenant’s expense, to perform such component of the plansAlterations, specifications and working drawings for Tenant's [***] Confidential portions provided that Landlord agrees to competitively bid the cost 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All such work with respect in order to any Alterations must be done in good and workmanlike manner and diligently prosecuted to completion to the end ensure that the Premises 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” shall at all times be a complete unit except during mean the period of workBuilding Structure 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 Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other owners or tenants in the Project. In addition to Tenant’s obligations under Article 9 of the Real Propertythis Lease, or interfere with the labor force working at the Real Property. If Tenant makes upon completion of any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain 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 co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located County of Alameda in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the management office of the Real Property Project construction manager a reproducible copy of the "“as built" ” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (including, without limitation, California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord's commercially reasonable ’s construction rules and regulations. Landlord's ’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. ’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry "“Builder's ’s All Risk" ” insurance in an a commercially reasonable amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may requirereasonably require consistent with the practices of institutional owners of the Comparable Buildings, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations costing more than $50,000.00 and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' ’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant provide Landlord with detailed plans and specifications and an estimated budget for the proposed Alteration and that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord's commercially reasonable ’s construction rules and regulations. Landlord's ’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. ’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real PropertyBuilding, and as not to obstruct the business of Landlord or other tenants of in the Real PropertyBuilding, or interfere with the labor force working at in the Real PropertyBuilding. If Tenant makes any Alterations, Tenant agrees to carry "“Builder's ’s All Risk" ” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In addition, with respect to any Alterations to be made in the Building which cost in excess of $100,000.00, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or bond, or, at Tenant’s option, some alternate form of security reasonably satisfactory to Landlord Landlord, in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the Building management office of the Real Property a reproducible copy of the "“as built" ” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' ’ affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (including, California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord's commercially reasonable construction rules and regulations. 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term (provided that Tenant shall not be required to remove any Alterations which are customary and typical for business office operations subject to Section 8.4 below), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved reasonably selected by Landlord (which approval Landlord. In any event, a contractor of Landlord's selection shall not be unreasonably withheldperform all mechanical, conditioned or delayed); providedelectrical, howeverplumbing, Landlord may impose such requirements as Landlord may determinestructural, in its sole and absolute discretionheating, with respect to any work affecting the structural components of the Building or Systems ventilation and Equipment (including designating specific contractors to perform air conditioning work, and such work provided such contractors and subcontractors agree to perform such work shall be performed at competitive prices and pursuant to Tenant's reasonable scheduling requirements)cost. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord's commercially reasonable construction rules and regulations. 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real PropertyBuilding, and as not to obstruct the business of Landlord or other tenants of in the Real PropertyBuilding, or interfere with the labor force working at in the Real PropertyBuilding. If In the event that Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) and Tenant shall deliver to the Building management office of the Real Property a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord's commercially reasonable construction rules and regulations. 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to co any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property or the common areas for any other tenant of the Real Property, and as not to obstruct the business of Landlord or other tenants of the Real Property, or interfere with the labor force working at the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations (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, materials, mechanics and materialmen approved by Landlord (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 commercially reasonable discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance compliance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property Building is located, and in conformance with Landlord's commercially reasonable construction rules and regulations. 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work cause all Alterations to be performed in such manner as not to obstruct access by any person to the Building or Real Property Project or the common areas for any other tenant of the Real Propertyareas, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease below immediately upon completion thereof. In additionIf any Alterations are expected to cost in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Building a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretiongood faith business judgment, with respect to any work affecting the structural 071053\8589453v5 9 components of the Building or Systems and Equipment (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 reasonable scheduling requirementswork). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (including California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Real Property Project is located, and in conformance with Landlord's commercially reasonable construction rules and regulations. In the event that any proposed Alterations trigger the need for repairs, maintenance, improvements or alterations outside of the Premises for any reason, Tenant shall be solely responsible for the performance of all such work at Tenant's sole cost and expense. 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 sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or Real Property Project or the common areas Common Areas for any other tenant of the Real PropertyProject, and as not to obstruct the business of Landlord or other tenants of the Real PropertyProject, or interfere with the labor force working at the Real PropertyProject. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, for Alterations anticipated to cost in excess of $250,000 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; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property Project is located in accordance with Section 3093 8182 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property Project a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.

Manner of Construction. Landlord may impose, as a condition of its 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 upon ▇▇▇▇▇▇▇▇'s request, Tenant utilize for shall, at Tenant's expense, remove such purposes only contractors, materials, mechanics and materialmen approved by Landlord (which approval shall not be unreasonably withheld, conditioned Alterations upon the expiration 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 structural components early termination of the Building Lease Term, and the requirement that all Alterations conform in terms of quality and style to the building's standards established by Landlord. If such Alterations will involve the use of or Systems disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and Equipment (including designating specific contractors to perform regulations concerning such work provided such contractors and subcontractors agree to perform such work at competitive prices and pursuant to Tenant's reasonable scheduling requirements)hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Real Property is located, and all in conformance with Landlord's commercially reasonable construction rules and regulations, and the construction provisions in Exhibit D attached hereto. LandlordIn the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's approval expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the plansBuilding, specifications and working drawings for Tenant's [***] Confidential portions the public restrooms and the systems and equipment located in the internal core of this document have been redacted and filed separately with the Commission. Alterations shall create no responsibility or liability Building on the part of Landlord for their completeness, design sufficiency, floor or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in good and workmanlike manner and diligently prosecuted to completion to the end that floors on which the Premises shall at all times be a complete unit except during the period of workare located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Building Project or Real Property or the common areas for any portion thereof, by any other tenant of the Real PropertyProject, and so as not to obstruct the business of Landlord or other tenants of in the Real PropertyProject. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or interfere equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor force working at or services in or about the Real Property. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering Building or the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant's insurance pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain 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 co-obligee; provided, however, that Landlord shall waive its right to require any such bond or alternate form of security for Alterations performed by or on behalf of the Original Tenant or any assignee that is an Affiliate of Original Tenant's entire interest in this Lease pursuant to Section 14.7 of this Lease. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the "as built" drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materialsCommon Areas.