Requirements of Tenant’s Construction Agents. Each of Tenant’s Construction Agents shall guarantee to Tenant and for the benefit of Landlord that the portion of Tenant’s Work for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Tenant’s Construction Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the completion of the work performed by such contractor or subcontractors. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of Tenant’s Work, and/or the Premises, the Building, the Facilities and/or the Project that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to Tenant’s Work shall be contained in the contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant covenants to give to Landlord any assignment or other assurances which may be necessary to effect such right of direct enforcement.

The descriptions of the limitations and requirements set forth in this [Article VI] are intended to serve as general statements of the legal requirements necessary for the Plan to remain qualified under the applicable terms of the Code. The Participating Companies do not desire or intend, and the terms of this [Article VI] will not be construed, to impose any more restrictions on the operation of the Plan than required by law. Therefore, the terms of this [Article VI] and any related terms and definitions in the Plan will be interpreted and operated in a manner which imposes the least restrictions on the Plan.

Provided Tenant is not in default pursuant to the terms of the Lease, Landlord agrees to contribute up to $2,346,765.00 (the "Construction Allowance") toward the cost of performing the Initial Alterations. The Construction Allowance may be used for all hard and soft costs of construction and relocation including; construction management, architect and engineering, permits, security, signage, cabling, moving and furniture fixtures and equipment The Construction Allowance and Tenant's Deposit, if applicable, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord's option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within thirty (30) days after receipt of the following documentation: # an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; # a certification from an AIA architect substantially in the form of the Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; # contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested

Article # INVESTMENTS 45

Requirements Upon Completion of Construction. Promptly following the completion of construction of the Improvements, # Tenant shall deliver to Landlord # paid invoices for all Improvements and related costs for which the Improvement Allowance has been disbursed, # signed permits for all Improvements completed within the Premises, # properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either [Section 8136] or [Section 8138] from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Improvements, # Tenant shall cause the Architect to deliver to Landlord a "Certificate of Substantial Completion", in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed, # Tenant shall deliver to Landlord a "close-out package" in both paper and electronic forms (including, to the extent consistent with first-class construction practices and procedures, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and # Tenant shall deliver a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Requirements of Tenant's Construction Agents. Each of Tenant's Construction Agents shall guarantee to Tenant and for the benefit of Landlord that the portion of the Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Tenant's Construction Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of # completion of the work performed by such contractor or subcontractors and # the Lease Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Improvements, and/or the Building and/or Common Areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Improvements shall be contained in the Contract or subcontract.

Audits will be conducted during Provider’s business hours and upon reasonable notice to Provider except in the case of emergency or as otherwise may be legally required. Each BFA Recipient and the BFA Auditors will: # comply with Provider’s reasonable security and confidentiality requirements when accessing locations, facilities or other resources owned or controlled by Provider; and # cooperate with Provider to minimize any disruption to Provider’s business activities, subject to the requirements of any regulatory authorities.

Article # MISCELLANEOUS 88

Construction; Rules of Construction. Interpretation of this Agreement will be governed by the following rules of construction: # words in the singular will be held to include the plural and vice versa, and words of one gender will be held to include the other gender as the context requires; # references to the terms “Section”, “Exhibit”, or “Schedule” are to a Section, Exhibit, or Schedule of this Agreement unless otherwise specified; # the terms “hereof”, “hereby”, “hereto”, and derivative or similar words refer to this entire Agreement; # references to “$” or “Dollars” will mean the currency of the United States and all references to “€” or “Euros” will mean the currency of the European Union; # the word “including” and words of similar import when used in this Agreement will mean “including without limitation,” unless otherwise specified; # the word “or” will not be exclusive; # references to “written” or “in writing” include in electronic form; # the titles and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement; # each of the Parties has participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; # the word “shall” will be construed to have the same meaning and effect as the word “will”; # references to “days” will mean calendar days, unless otherwise specified; and # a reference to any Person includes such Person’s successors and permitted assigns.

The descriptions of the limitations and requirements set forth in this [Article XV] are intended to serve as statements of the minimum legal requirements necessary for the Plan to remain qualified under the applicable terms of the Code. The Participating Companies do not desire or intend, and the terms of this [Article XV] will not be construed, to impose any more restrictions on the operation of the Plan than required by law. Therefore, the terms of this [Article XV] and any related terms and definitions in the Plan will be interpreted and operated in a manner which imposes the least restrictions on the Plan.