Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located (or other applicable governmental authority), if applicable. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations (or repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager a reproducible copy 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, if applicable.

Installation, Alterations or Additions. Tenant shall not make any installations, alterations, additions or improvements (collectively and individually referred to in this paragraph as “work”) in, to or on the Premises nor permit the making of any holes in the walls, partitions, ceilings or floors without on each occasion obtaining the prior consent of Landlord, and then only pursuant to plans and specifications approved by Landlord in advance in each instance. Landlord’s approval shall not be unreasonably withheld or delayed with respect to alterations, additions or improvements which # do not affect the structural elements of the Building, # equal or exceed Building standards in quality, # do not adversely affect the plumbing, HVAC, mechanical, electrical or life-safety systems of the Building or require any modifications to the plumbing, HVAC, mechanical, electrical or life-safety systems of the Building (or if any such modifications are required, Landlord’s consent shall not be unreasonably withheld or delayed provided that Tenant shall agree to reimburse Landlord for such modifications), # will not increase Taxes or Operating Costs unless Tenant agrees to reimburse Landlord for all such increases, and # will not require Landlord to perform any work to the Property (collectively, the “Approval Standards”). Notwithstanding the foregoing, Tenant need not obtain Landlord’s consent to perform work that meets the Approval Standards and which # does not require a building permit, and # costs not more than $150,000.00 with respect to any single project or series of related projects, provided Tenant shall give Landlord at least thirty (30) days prior notice thereof (which shall reasonably describe the work) and any such work shall be scheduled at a time reasonably acceptable to Landlord so as not to disturb other tenants or Building operations. All work to be performed to the Premises by Tenant shall # be performed in a good and workmanlike manner by contractors approved in advance by Landlord, such approval not to be unreasonably withheld, conditioned or delayed (provided that Landlord may require Tenant to use subcontractors designated by Landlord for any work affecting the electrical, mechanical, plumbing, HVAC, fire protection, life-safety or other base building systems or equipment provided the rates of such subcontractors are commercially reasonable) and in compliance with the provisions of [Exhibit C] and [Exhibit G] and all applicable zoning, building, fire, health and other codes, regulations, ordinances and laws, # be made at Tenant’s sole cost and expense and at such times and in such a manner as Landlord may from time to time reasonably designate, and # be free of liens and encumbrances and become part of the Premises and the property of Landlord without being deemed additional rent for tax purposes, Landlord and Tenant agreeing that Tenant shall be treated as the owner of the work for tax purposes until the expiration or earlier termination of the term hereof, subject to Landlord’s rights pursuant to [Section 6.1.9] to require Tenant to remove such work at or prior to the expiration or earlier termination of the term of this Lease and, to the extent Landlord shall make such election, title thereto shall remain vested in Tenant at all times. Tenant shall pay promptly when due the entire cost of any work to the Premises so that the Premises, Building and Property shall at all times be free of liens, and, at Landlord’s request, Tenant shall furnish to Landlord a bond or other security acceptable to Landlord assuring that any such work will be completed in accordance with the plans and specifications theretofore approved by Landlord and assuring that the Premises will remain free of any mechanics’ lien or other encumbrances that may arise out of such work. Prior to the commencement of any such work, Tenant shall cause its general contractor to execute and deliver an agreement in the form attached hereto as [Exhibit D], and Tenant shall, throughout any such work, maintain, or cause to be maintained, the insurance required by [Exhibit D]. In addition, Tenant shall save Landlord harmless and indemnified from all injury, loss, claims or damage to any person or property occasioned by or arising out of such work. Whenever and as often as any mechanic’s or materialmen’s lien shall have been filed against the Property based upon any act of Tenant or of anyone claiming through Tenant, Tenant shall within fifteen (15) days of notice from Landlord to Tenant take such action by bonding, deposit or payment as will remove or satisfy the lien. Tenant shall, upon request of Landlord (which may be made only if the cost of work, together with any related project, shall exceed $1,000,000.00), execute and deliver to Landlord a bill of sale covering any work Tenant shall be required to surrender hereunder. Without limiting the terms in this [Section 6.2.5], upon Landlord’s obtaining knowledge of the commencement of any work in or to the Premises, Landlord shall be permitted to post a timely Notice of Non-Responsibility at the Premises, which shall also be recorded in the office of the Recorder of the County in which the Property is located, all in accordance with the terms of Sections 8444 and 8060 of the California Civil Code. Upon the completion of any work in or to the Premises, Tenant shall cause a timely Notice of Completion to be recorded in the office of the Recorder of the County in which the Property is located in accordance with the terms of Section 8182 of the California Civil Code, and Tenant shall deliver to Landlord a conformed copy of such Notice of Completion.

Tenant shall pay for all work (including, without limitation, the cost of all utilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the Alterations. Tenant shall engage responsible licensed contractor(s) approved in writing by Landlord to perform all work. Tenant shall provide Landlord advance written notice of the contractors, subcontractors, mechanics and materialmen whom Tenant proposes to engage for the work, all of which shall be licensed in the State of in which the Building is located and capable of being bonded. Landlord shall notify Tenant in writing whether Landlord approves or disapproves such contractor(s) within a reasonable period of time. All contractors and other persons shall at all times be subject to Landlord's control while in the Building. In the event the cost to construct or install the Alterations proposed by Tenant is estimated to exceed Three Hundred Thousand and 00/100 Dollars ($300,000.00), Landlord shall have the right to require that Tenant post such security for the payment of the Alterations as Landlord reasonably determines is necessary and Landlord shall also have the right to require that any such contractor engaged by Tenant shall, prior to commencing work in the Premises, provide Landlord with a performance bond and a labor and materials payment bond from a surety reasonably acceptable to Landlord in the amount of the contract price for the work naming Landlord and Tenant (and any other person designated by Landlord) as co obligees. Prior to the commencement of any Alterations, if required by Landlord, Tenant shall provide Landlord with evidence that Tenant or its general contractor carries "Builder's All Risk" insurance in form and amount approved by Landlord covering such Alterations. Under no circumstances shall Landlord be liable to Tenant for any liability, loss, cost or expense incurred by Tenant on account of Tenant's plans and specifications, Tenant's contractors or subcontractors, design of any work, construction of any work, or delay in completion of any work, however, the foregoing waiver or release of liability shall not be applicable to any liability, loss, cost or expense to the extent arising from the negligence or willful misconduct by Landlord or any of its agents, employees, affiliates, contractors, subcontractors or other representatives. In addition, Tenant acknowledges and agrees that any and all Alterations have not been expressly or impliedly required as a condition to the execution of this Lease for the use of the Premises permitted under this Lease or in lieu of payment of rent.

Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for Alterations that are reasonably expected to affect the “Base Building” (as defined below) only contractors, subcontractors, materials, mechanics and