Common use of ALTERATIONS AND IMPROVEMENTS Clause in Contracts

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) After completion of the initial Tenant Improvements, Tenant shall have the rightmake no alterations, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations additions or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions improvements to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, Project without the prior written approval of Landlord Landlord. In the case of alterations, additions or improvements to the interior of the Project which are nonstructural, do not affect any base building systems, and Lender shall be required. Tenant do not alter the exterior of the Buildings, such approval shall not construct upon be unreasonably withheld or delayed. However, (i) if the Land any additional buildings without having first obtained cost of an alteration, addition or improvement does not exceed in the prior written consent aggregate Ten Thousand and No/100 ($10,000.00) Dollars, then such approval shall not be required and no notice need be given to Landlord, and (ii) if the cost of Landlord an alteration, addition or improvement is more than Ten Thousand and Lender. Landlord No/100 ($10,000.00) Dollars in the aggregate but less than Thirty-Five Thousand and No/100 ($35,000.00) Dollars in the aggregate, then such approval shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. , but Tenant shall have the rightbe required to give Landlord prior written notice thereof. In any event, without the approval of or notice Tenant shall conduct its work in such a manner as to Landlordmaintain harmonious labor relations and shall, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events prior to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value commencement of the Leased Premises shall not work, submit to Landlord copies of all necessary permits. All alterations, additions and improvements to the Project made by or on behalf of Tenant will be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant made only in a good and workmanlike manner, (iii) using new, first-class materials, in conformity with all such Work shall be expeditiously completed required permits, and in compliance with all applicable building codes and other Legal Requirements. Landlord reserves the right to approve the contractors hired by Tenant, (iv) which approval shall not be unreasonably withheld or delayed. Tenant shall pay to Landlord all such Work shall comply reasonable architectural and engineering fees incurred by Landlord in connection with the requirements review of all insurance policies required to be maintained by Tenant hereunderany proposed alterations, (v) if any such Work involves additions or improvements for which Landlord’s consent is required. All alterations, additions or improvements, whether temporary or permanent in character, made in or upon the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately Project prior to the occurrence Commencement Date of each Phase, as applicable, either by Landlord or Tenant, shall, at the end of the event Term hereof, be Landlord’s property and at the end of the Term hereof shall remain in or upon the Project without compensation to Tenant. Tenant shall not be required to remove and restore any alterations, additions or improvements which required its replacement (assuming were made after the Commencement Date, unless Landlord expressly requires in writing the removal of such replaced Equipment was then in alteration, addition or improvement, and the condition required restoration occasioned by such removal, at the time Landlord’s consent is granted. Notwithstanding the foregoing, all of Tenant’s furniture, personal property, movable trade fixtures, work stations, file systems, appliances, art, and equipment including without limitation all movable cabinets, loose woodwork and shelving, and telephone and communication equipment and data transmission equipment may be removed by Tenant at the termination of this Lease), (vi) and if Tenant so removes, Tenant shall promptly discharge or remove all liens filed against at its sole expense repair any of damage to the Leased Premises arising out of Project caused by such Work, (vii) Tenant shall procure and pay for all permits and licenses required removal which damage is beyond what may be reasonably expected in connection with any such Workmove and reasonable wear and tear. If not so removed by Tenant, (viii) all such Work property shall be become the property of Landlord and shall be subject without any accounting to this Lease, and Tenant. In no event may Tenant shall execute and deliver to Landlord remove any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant improvements or any other Person thereto base building mechanical, electrical, HVAC, plumbing, or thereinlife safety systems, and (ix) except that Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesmay remove its separate generator.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations to the Leased Premises, (ii) structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 or, with respect to Alterations to any Related Premises "clean room" test area in Buildings 2, 3 or 4 and any "process laboratory" in Buildings 2, 3 and 4, $2,500,000, (iiiii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,0001,000,000 or, with respect to Alterations to any Related Premises"clean room" test area in Buildings 2, 3 and 4 and any "process laboratory" in Buildings 2, 3 and 4 $2,500,000, and (iv) the Alterations identified in Schedule 2 attached hereto, so long as at the time of construction or installation of any such Equipment or Alterations pursuant to clauses (i) through (iv) no Event of Default exists and the value and utility of the Leased Premises is not diminished therebythereby and no such Alterations shall be permitted under this Paragraph 13 with respect to the Project II Improvements until the Project II Final Completion Date. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires or, with respect to make structural Alterations to any Related Premises"clean room" test area in Buildings 2, 3 or 4 and any "process laboratory" in Buildings 2, 3 or 4, $2,500,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned, but may be withheld if an Event of Default exists and remains uncured. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's or Lender's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal so as not to the greater of (A) diminish the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)Improvements, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work that constitutes part of the Leased Premises shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant Notwithstanding anything contained in the ▇▇▇▇▇▇▇▇▇ to the contrary, Sublessee shall have not make any alterations, modifications, additions or improvements to the rightPremises (including any decorating) without Sublessor's prior consent, without having obtained the prior written which consent of Landlord and Lender and provided shall not be unreasonably withheld; provided, however, that no Event of Default then exists, it shall not be deemed unreasonable for Sublessor to withhold its consent if (i) Landlord refuses to make non-structural Alterations or a series of related non-structural Alterations that, as consent to any such Alterations alterations, modifications, additions or series improvements or (ii) any such alterations, modifications, additions or improvements (x) relate to or affect any structural elements of related Alterationsthe building in which the Premises are located (the "Building") or any mechanical, do not cost electrical or plumbing systems or fixtures within, attached to or otherwise forming a part of, the Building or (y) are inconsistent with Sublessor's guidelines, conditions and rules in excess of $1,000,000 effect from time to time with respect to stores selling Sublessor's products and services under the terms of the Dealer Agreement as in effect from time to time or any Related Premises and (ii) other agreement or arrangement similar thereto. Nothing contained herein shall relieve Sublessee from the obligation to install Equipment obtain Landlord's consent in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment alterations, modifications, additions or Alterations no Event of Default exists and improvements to the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to under the terms of Paragraph 12(a) and Paragraph 26the ▇▇▇▇▇▇▇▇▇. (b) If Tenant makes any Alterations pursuant All alterations, modifications, additions and improvements made by Sublessor to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value Premises shall be made in strict compliance with the provisions of the Leased ▇▇▇▇▇▇▇▇▇, including Article 8 thereof. Title to any improvements to the Premises shall not be lessened made by any such Work or its usefulness impaired, Sublessee (iiother than Sublessee's trade fixtures and equipment) all such Work shall be performed by Tenant in a good vested in, and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work improvements shall be the property of, the party designated in the ▇▇▇▇▇▇▇▇▇, and in the absence of Landlord and any such designation, title to any such improvement shall vest in Sublessor. Any trade fixtures or equipment installed by Sublessee shall remain its property, but shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested otherwise governed by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration terms of the Leased Premises▇▇▇▇▇▇▇▇▇.

ALTERATIONS AND IMPROVEMENTS. (a▇. ▇▇▇▇▇▇ acknowledges that Landlord owns the Building(s). Tenant accepts the Building(s) from Landlord in their "as is" conditions, the conditions that exist as of the Effective Date of this Lease. Tenant shall have the right, without having obtained the prior written consent of acknowledges that Landlord and Lender and provided that makes no Event of Default then exists, representation or warranty concerning (i) the physical condition of the Building(s); (ii) the Property's suitability for Tenant's proposed use; or (iii) the presence of any Hazardous Substance in or about the Property or the Building(s), except as otherwise expressly set forth in this Lease. Landlord has encouraged Tenant to make non-structural Alterations or a series its own physical inspection of related non-structural Alterations that, all aspects of the Property and the Building(s) and to conduct its own investigation as to the suitability of the Property and the Building(s) for Tenant's use. B. Tenant shall not make any such Alterations alterations, additions or series of related Alterations, do not cost improvements to the Property ("Tenant's Work") (i) costing in excess of $1,000,000 with respect to 5,000 for any Related Premises and single instance or $15,000 in the aggregate for any twelve (12) consecutive months or (ii) to install Equipment affecting the Building structure or utility systems, or attach any fixture or item of equipment thereto without Landlord's prior written consent. All such alterations, additions or improvements shall be made at Tenant's sole expense in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, accordance with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists Landlord's General Design Requirements (if any) and the value plans and utility specifications (including specifications for materials to be used in connection therewith) and a statement of the Leased Premises is not diminished therebyestimated cost of such work submitted to and approved by Landlord (collectively the "Plans and Specifications"). If the cost thereof exceeds $5,000 for any single instance, or if such Tenant's Work involves the Building structure or utility systems, any contractor or person selected by Tenant to make the same shall first be approved by Landlord. Landlord, in its sole discretion, shall approve or disapprove Tenant's request and may disapprove Tenant's use of any non-structural Alterationsmaterials or substances, series including but not limited to asbestos and fiber glass, which Landlord, in its sole discretion, deems potentially hazardous, toxic or threatening to health. To the extent that Tenant's Work shall require a building permit or other permits from the City of related non-structural AlterationsBerkeley, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to Bay Conservation and Development Commission ("BCDC") and/or any Related Premisesother governmental agency, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land perform any additional buildings without having first of Tenant's Work until ▇▇▇▇▇▇ has obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be requiredall requisite permits. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work further shall comply with the all prevailing wage requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall complyCalifornia Labor Code Sections 1720 et seq., to the extent requested by Landlord or required by such requirements are applicable to Tenant's work. C. Except as otherwise expressly provided in this Lease, Tenant shall not repair, replace or modify any utility system located within the Building without the Landlord's prior written consent. Tenant is responsible for the repair of any damage to any utility system, structural element of the Building(s), facilities of Landlord or any other facilities arising out of Tenant's construction activities or Tenant's negligence or willful misconduct; provided, however, such provision is not intended to and shall not be interpreted to make any other person or entity a third party beneficiary thereof. D. 1. Tenant agrees that to the extent it is required to comply with the provisions prevailing wage requirements, Tenant shall assure that all workers are paid the prevailing rate of Paragraphs 12(a) per diem wages, and 19(atravel and subsistence payments (defined in applicable collective bargaining agreements filed in accordance with Section 1773.8 of the California Labor Code), whether in effect on the date of Landlord's first approval of a building permit or not such Work involves restoration other approval of the Leased Premiseswork. Copies of the applicable prevailing rate of per diem wages are on file at Landlord's principal office and will be made available to any interested party on request. ▇▇▇▇▇▇ agrees to post a copy of the prevailing rate of per diem wages at the Property. Tenant, as a penalty to Landlord, shall forfeit Twenty-Five Dollars ($25) for each calendar day, or portion thereof (or such other sum as specified from time to time by Section 1775 of the California Labor Code), for each worker paid less than the applicable prevailing rates for such work or craft in which such worker is employed. The difference between such prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Tenant.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 the Threshold Amount with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premisesthe Threshold Amount, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, then the prior written approval of Landlord and Lender shall be requiredrequired in each instance, such approval not to be unreasonably withheld or delayed. Tenant shall not construct any new buildings, or raise or demolish any then existing buildings (other than in connection with the restoration of the applicable Improvements following a casualty or condemnation in accordance with Paragraphs 17 and 19), upon the Land any additional buildings Related Premises without having first obtained the prior written consent of Landlord and Lenderwhich consent may be granted or withheld in its sole discretion. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law at the expiration of the Term or earlier termination of this Lease (A) constructed in violation of the terms of this Lease or (B) in excess of the Threshold Amount and for which Landlord has not agreed in writing that removal will not be required. Tenant shall have may remain at the right, without the applicable Related Premises prior to or as a part of granting its approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26thereto. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed diligently and in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 the Threshold Amount with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premisesthe Threshold Amount, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 the Threshold Amount, or if Tenant desires to make structural Alterations to construct any new buildings upon any Related PremisesPremises or raise or demolish any then existing buildings (other than in connection with the restoration of the applicable Improvements following a casualty or condemnation in accordance with Paragraphs 17 and 19), then the prior written approval of Landlord and Lender shall be required. Tenant shall required in each instance, such approval not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lenderto be unreasonably withheld or delayed. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law at the expiration of the Term or earlier termination of this Lease (A) constructed in violation of the terms of this Lease or (B) in excess of the Threshold Amount and for which Landlord has not agreed in writing that removal will not be requiredmay remain at the applicable Related Premises prior to or as a part of granting its approval thereto. If Tenant shall have shall, at its own cost and expense, intend to construct upon the rightLand additional buildings or additions to the existing Improvements (x) the hard costs of construction thereof are reasonably expected to exceed $500,000 and (y) the primary intent thereof is the addition of new permanent storage units at a Related Premises, without (i.e., a new, free-standing storage facility, the expansion of the footprint of an existing storage facility, or the addition of one or more new floors or portions thereof to any existing storage facility), then prior to the commencement of such construction (any such construction meeting the foregoing criteria, hereinafter, an "Expansion") and as a part of the approval of or notice to process therefor as required above, Tenant may seek a written determination from Landlord, to install any equipmentbe exercised in its reasonable judgment, machinery and other personal property that such Expansion qualifies for an Expansion Credit in the Improvements event that are required Tenant exercises its purchase option under Paragraph 34 hereof. Landlord shall provide such determination within thirty (30) days after the date that Tenant delivers to Landlord a description describing the nature and scope of the proposed Expansion in reasonable detail (including preliminary drawings or plans, if applicable), and Landlord's determination shall be final and binding. Tenant's construction of any Expansion without an affirmative determination that such Expansion qualifies for an Expansion Credit, shall be deemed Tenant's acknowledgment that such Expansion does not and will not qualify for an Expansion Credit. Tenant acknowledges that the operation construction of its business, subject any Expansion without obtaining the prior written consent of Landlord shall be an Event of Default under this Lease. The determination by Landlord that an Expansion does not qualify for a Expansion Credit shall not alter the requirement that Landlord's approval of any Alterations that cost in all events to excess of the Threshold Amount shall not be unreasonably withheld or delayed in accordance with the terms and conditions of this Paragraph 12(a) and Paragraph 2613(a). (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed diligently and in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsor Lender, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 500,000 (as adjusted in accordance with the terms and conditions set forth below in this Paragraph 13(a)) with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, 500,000 (as adjusted in accordance with respect to any Related Premisesthe terms and conditions set forth below in this Paragraph 13(a)), so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 500,000 (as adjusted in accordance with the terms and conditions set forth below in this Paragraph 13(a)) or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord , which approval shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be requiredunreasonably withheld or delayed. Tenant shall have For the rightpurposes of this Paragraph, without a structural Alteration means an Alteration that materially alters the approval structural components of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for or materially adversely affects the operation structural integrity of its business, subject the Improvements. The $500,000 amount above provided shall be adjusted in all events proportion to the terms CPI adjustment of Paragraph 12(a) and Paragraph 26.Basic Rent as provided in Section 2 of Exhibit D. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent reasonably requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of any Related Premises, (1) with the Leased Premisesprovisions of Paragraph 12(a) and (2) in the case of Alterations which require Landlord’s consent, with the provisions of Paragraph 19(a), as if a disbursement of restoration funds was being requested.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant may place partitions and fixtures and may make improvements and other alterations to the interior of the Leased Premises at Tenant’s expense, provided, however, that prior to commencing any such work, Tenant shall have first obtain the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists(not to be unreasonably withheld, (iconditioned or delayed) to make non-structural Alterations or a series of related non-structural Alterations thatthe proposed work, as to any including the plans, specifications, the proposed architect and/or contractor(s) for such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists alterations and/or improvements and the value and utility of materials used in connection with such alterations. Notwithstanding the Leased Premises is not diminished thereby. If the cost of any non-structural Alterationsforegoing, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires shall be permitted to make structural Alterations to any Related Premisesalterations without Landlord’s prior consent, the but upon at least five (5) days prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements extent that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then alterations do not (i) materially adversely affect the market Building systems, exterior appearance of the Building, or Building structure, (ii) materially adversely affect the value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike mannerBuilding, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirementsrequire a building or construction permit, or (iv) all such Work shall comply with cost more than One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) for a particular job of work or in any 12-month period (the requirements of all insurance policies required to be maintained by Tenant hereunder, “Cosmetic Alterations”). At least fifteen (v15) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately days prior to the occurrence commencement of any construction in the Leased Premises (other than Cosmetic Alterations), Tenant shall deliver to Landlord copies of the event which required plans and specifications for the contemplated work and shall identify the contractor(s) selected by Tenant to perform such work. If the proposed work affects the Building’s structure or systems, Landlord may require that the work be done by Landlord’s own employees, its replacement (assuming construction contractors, or under Landlord’s direction, but at the expense of Tenant, and Landlord may, as a condition to consenting to such replaced Equipment was then work, require that Tenant provide security adequate in Landlord’s judgment so that the condition required by this Lease)improvements or other alterations to the Leased Premises will be completed in a good, (vi) Tenant shall promptly discharge or remove all liens filed against workmanlike and lien free manner. Landlord may also require that any work done to the interior of the Leased Premises arising out Premises, other than Cosmetic Alterations, be subject to the supervision of Landlord or its designee, and Tenant shall pay to Landlord, upon completion of such Workwork, a supervision fee in an amount equal to five percent (vii5%) Tenant shall procure of the cost of such work. All such improvements or alterations must conform to and pay for all permits be in substantial accordance in quality and licenses required appearance with the quality and appearance of the improvements in connection with any the remainder of the Building. All such Work, (viii) all such Work improvements shall be the property of Landlord. In the event Landlord consents to the use by Tenant of its own architect and/or contractor for the installation of any such alterations or improvements, prior to the commencement of such work, Tenant shall provide Landlord with evidence that Tenant’s contractor has procured worker’s compensation, liability and shall be subject to this Leaseproperty damage insurance (naming Landlord as an additional insured) in a form and in an amount approved by Landlord, and evidence that Tenant’s architect and/or contractor has procured the necessary permits, certificates and approvals from the appropriate governmental authorities. Tenant shall execute acknowledges and deliver to Landlord agrees that any document requested review by Landlord evidencing the assignment of Tenant’s plans and specifications and/or right of approval exercised by Landlord with respect to Tenant’s architect and/or contractor is for Landlord’s benefit only and Landlord shall not, by virtue of all estatesuch review or right of approval, rightbe deemed to make any representation, title and interest (other than the leasehold estate created hereby) of warranty or acknowledgment to Tenant or to any other Person thereto person or therein, and (ix) Tenant shall comply, entity as to the extent requested by Landlord adequacy of Tenant’s plans and specifications or required by this Leaseas to the ability, with the provisions capability or reputation of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesTenant’s architect and/or contractor.

ALTERATIONS AND IMPROVEMENTS. (a) ▇. ▇▇▇▇▇▇ acknowledges that Landlord owns the Premises. Tenant shall have accepts the rightPremises from Landlord in its "as is" condition, without having obtained the prior written consent conditions that exist as of the Effective Date of this Lease. Tenant acknowledges that Landlord and Lender and provided that makes no Event of Default then exists, representation or warranty concerning (i) the physical condition of the Premises; (ii) the Premises suitability for Tenant's proposed use; or (iii) the presence of any Hazardous Substance in or about the Premises, except as otherwise expressly set forth in this Lease. ▇▇▇▇▇▇▇▇ has encouraged Tenant to make non-structural Alterations or a series its own physical inspection of related non-structural Alterations that, all aspects of the Premises and to conduct its own investigation as to the suitability of the Property and the Premises for Tenant's use. B. Upon the execution of this Lease, Landlord approves and requires the improvements to the Premises listed on Exhibit “C” that shall be completed by Tenant. Tenant shall complete the improvements within the timeframe as stated in Exhibit “C” (Tenant’s Work). Tenant shall not make any such Alterations alterations, additions or series of related Alterations, do not cost improvements to the Premises (i) costing in excess of $1,000,000 with respect to 5,000 for any Related Premises and single instance or $15,000 in the aggregate for any twelve (12) consecutive months or (ii) to install Equipment in affecting the Improvements Building structure or accessions to utility systems, or attach any fixture or item of equipment thereto without Landlord's prior written consent except for the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists Fence and the value improvements listed in Exhibit “C”. All such alterations, additions, or improvements shall be made at Tenant's sole expense in accordance with Landlord's General Design Requirements (if any) and utility the plans and specifications (including specifications for materials to be used in connection therewith) and a statement of the Leased Premises is not diminished therebyestimated cost of such work submitted to and approved by Landlord (collectively the "Plans and Specifications"). If the cost thereof exceeds $5,000 for any single instance, or if such Tenant's Work involves the Building structure or utility systems, any contractor or person selected by Tenant must be a licensed contractor. Landlord, in its sole discretion, shall approve or disapprove Tenant's request and may disapprove Tenant's use of any non-materials or substances, including but not limited to asbestos and fiberglass, which Landlord, in its sole discretion, deems potentially hazardous, toxic or threatening to health. To the extent that Tenant's Work shall require a building permit or other permits from the City of Berkeley, Bay Conservation and Development Commission ("BCDC") and/or any other governmental agency, Tenant shall not perform any of Tenant's Work until ▇▇▇▇▇▇ has obtained all requisite permits. Tenant further shall comply with all prevailing wage requirements of California Labor Code Sections 1720 et seq., to the extent such requirements are applicable to Tenant's work. C. Except as otherwise expressly provided in this Lease, Tenant shall not repair, replace or modify any utility system located within the Building without the Landlord's prior written consent. Tenant is responsible for the repair of any damage to any utility system, structural Alterationselement of the Building(s), series facilities of related non-structural AlterationsLandlord or any other facilities arising out of Tenant's construction activities or Tenant's negligence or willful misconduct; provided, Equipment or accessions thereto however, such provision is in excess of $1,000,000 or if Tenant desires not intended to and shall not be interpreted to make structural Alterations any other person or entity a third party beneficiary thereof. D. This Lease specifically prohibits Tenant, or any other party, from expanding uses or structures allowed on the Premises beyond those designated in use permits approved by the City of Berkeley. Notwithstanding approval of any new Use Permit allowing expansion, or any future expansion of the uses in existing buildings, or additions to existing buildings or docks, or construction of any Related new buildings or docks, or moving existing buildings onto the Premises, are all subject to the prior written approval of the Landlord (with the exception of the Exhibit “C” Improvements) and Lender all improvements (including Exhibit “C” Improvements) are subject to the environmental review and permit regulations and approvals of same by all applicable local, state, and federal agencies. E. If Tenant proposes to make or construct any alterations, improvements, additions or fixtures (other than Exhibit “C” Improvements) that affect any portion of the Premises or any structures located on the Premises that are allowed under an existing use permit, Tenant shall first provide the Landlord with thirty (30) days prior written notice. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. F. Except for Exhibit “C” Improvements, Tenant shall not substantially deface or change any floors, walls, ceilings, roofs, or partition any of the structures or improvements on the Premises without first providing thirty (30) days written notice to Landlord. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. Except as may be requiredspecifically approved in writing by Landlord, Tenant shall require all contractors to provide a labor and materials bond for the full amount of any contract for improvements that exceed $50,000, including any applicable Exhibit “C” Improvements. Tenant shall not construct upon the Land pay, when due, all sums of money that may be due or become due for any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right labor, services, materials, supplies or equipment furnished to require Tenant to remove any Alterations except for those Alterations required by Law or for Tenant in, at, upon or about the Premises and which Landlord has agreed in writing may be secured by any mechanic's, material men’s or other lien against the Premises or Landlord's interest therein. All alterations, improvements or additions that removal will not be required. Tenant shall have the right, without the approval of are now or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events future attached permanently to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property Property of Landlord and shall be subject to remain with the Property at the termination of this Lease, and Tenant shall execute and deliver except that Landlord can elect within thirty (30) days of the termination of the Lease to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estaterequire Tenant, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall complyat its cost, to remove any equipment that Tenant has affixed to the extent requested by Landlord or required by this Lease, Premises. G. 1. Tenant hereby agrees in accordance with the provisions of Paragraphs 12(a) schedule set forth in Exhibit "C" to undertake and 19(a), whether or not such Work involves restoration complete all of the Leased Premisesrecommended capital improvements.

ALTERATIONS AND IMPROVEMENTS. Tenant shall be entitled to make structural and nonstructural alterations and improvements to the Properties without Landlord’s consent if (a) the cost of such alterations at any individual Property shall not exceed $300,000 for any individual project; or (b) the alterations are made in connection with a system wide alteration project including at least 75 % of the stores owned and operated by Tenant and its Affiliates. In any event, Tenant shall have the right, without having obtained the give Landlord prior written consent notice of Landlord any alterations and Lender related work at any single Property costing more than $100,000. All such alterations and provided that no Event of Default then exists, improvements shall (i) be made by Tenant at Tenant’s sole expense by a licensed and bonded contractor; (ii) be prosecuted diligently to completion, (iii) be of good workmanship and materials, and (iv) shall comply fully with all the terms of this Lease and all Legal Requirements. The assets of Landlord and, except for liens being contested by Tenant in accordance with Section 8.06, the applicable Property shall at all times be kept free of liens for work, services, labor and materials supplied or claimed to have been supplied to the applicable Property; no alterations or improvements shall be undertaken without obtaining or causing a contractor to obtain the insurance required under Section 6.03 above, and “all risk” builder’s risk property insurance for the full replacement cost of such alteration or improvement on a completed basis; and Tenant shall not make nonany alterations that would (A) be inconsistent with the use of the applicable Property as a Permitted Facility, (B) increase the likelihood of a hazardous or illegal condition, (C) result in a decrease in the fair market value of any Property or (D) reduce the footprint, square footage or structural integrity of any improvement on the Property ((A)-(D) being the “Objections”). For purposes hereof, the term “structural alteration” means a change in the pitch, slope or sightlines of the roof (excluding customary replacement of tiles or shingles), or changes that affect the foundation or load-structural Alterations bearing walls of any building located upon the applicable Property. All improvements or a series alterations not covered by the foregoing shall require Landlord’s consent, which consent shall not be unreasonably withheld, provided, without limitation of related non-structural Alterations thatany other reasonable basis for Landlord to withhold its consent, as it shall be reasonable for Landlord to withhold its consents for any alteration that would violate any of the Objections. If Landlord’s consent is required hereunder and Landlord consents to the making of any such Alterations alterations, the same shall be made by Tenant according to plans and specifications approved by Landlord and subject to such other conditions as Landlord shall reasonably require. Landlord shall use commercially reasonable efforts to promptly respond to Tenant’s requests hereunder; provided, however, if Landlord fails to respond to a request of Tenant regarding alterations within thirty (30) days of receipt of Tenant’s request, Tenant shall deliver a second written request to Landlord, with a copy to Lender, by FedEx or series other reputable overnight delivery service (notwithstanding the notice and delivery provisions set forth in Section 15.01 below), such second written request shall be marked in bold lettering with the following language: “LANDLORD’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MASTER LEASE AGREEMENT BETWEEN THE UNDERSIGNED AND LANDLORD” and the envelope containing the request shall be marked “PRIORITY.” If Landlord fails to respond within fifteen (15) days of related AlterationsTenant’s second request so given, do Landlord’s approval of the requested alterations shall be deemed given. Once commenced, Tenant shall diligently pursue to completion all alterations permitted hereunder in material compliance with all Legal Requirements (including, without limitation, the correction of any deficiency in a Property noted in any written citation or other written notice received by Tenant from any Governmental Authority), pay all Costs incurred in connection therewith as the same become due and payable and not cost in excess suffer any mechanics liens to be recorded or filed against the subject Properties, except as permitted under Section 8.06. Upon completion of $1,000,000 any alterations requiring Landlord’s consent hereunder, Tenant shall promptly provide Landlord with respect to any Related Premises (i) a certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate of occupancy); and (ii) to install Equipment any other documents or information reasonably requested by Landlord. Following any alteration of a Property that results in a change in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation footprint of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If improvements on the cost Property or any other physical change (other than the restriping of any non-structural Alterationsparking areas) that would be shown on an ALTA/ASCM survey, series Tenant shall provide to Landlord, within thirty (30) days following the substantial completion of related non-structural Alterationsthe alteration, Equipment or accessions thereto is in excess an ALTA/ASCM survey of $1,000,000 or if Tenant desires such Property addressed to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender in form reasonably satisfactory to Landlord and including Table A items reasonably requested by Landlord. Except as set forth in Section 7.03 below, any addition to or alteration of the Properties shall be required. Tenant shall not construct upon deemed a part of the Land any additional buildings without having first obtained the prior written consent of Landlord Properties and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice belong to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested such instruments as Landlord may reasonably require to evidence the ownership by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant such addition or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesalteration.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 the Threshold Amount with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, the Threshold Amount with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations the Threshold Amount with respect to any Related Premises, the prior written approval of Landlord and Lender shall be required, which approval shall not be unreasonably withheld, provided that, with respect to any non-structural Alterations, if Landlord shall not have notified Tenant of its disapproval of such proposed non-structural Alterations within thirty (30) days after Landlord's receipt of plans and specifications therefor together with such other documentation as Landlord may reasonably request in order to make such determination, such approval shall be deemed granted. If Tenant desires to make structural Alterations with respect to any Related Premises, the prior written approval of Landlord shall be required, which approval shall be in Landlord's sole discretion. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and LenderLandlord, which approval shall be in Landlord's sole discretion. Landlord shall have the right to require Tenant to remove any Alterations except for (A) those Alterations required by Law Law, (B) any Pre-Approved Alterations, or for (C) any Alterations which Landlord has agreed in writing at the time of granting consent thereto that removal will not be required. In connection therewith, upon the request of Tenant at the time of submission of any plans and specifications for Alterations to Landlord, Tenant shall have the right to request that Landlord determine whether such proposed Alterations must be removed at the end of the Term, in which case, Landlord shall notify Tenant in writing at the time of granting approval to any such Alterations, whether or not such Alteration must be so removed. (b) Notwithstanding anything in Paragraph 13(a) to the contrary, Tenant shall have the right, without having obtained the approval prior written consent of or notice to LandlordLandlord and Lender and provided that no Event of Default then exists, to install any equipment, machinery and other personal property in perform the Improvements Pre-Approved Alterations; provided that are required for the operation of its business, same shall nevertheless be subject in all events to the terms provisions of Paragraph 12(a) and Paragraph 2613 (c) hereof and, provided further, that such Pre-Approved Alterations shall be paid for with funds from the cash flow from operations of Tenant or through additional equity but not through the incurrence of any indebtedness. (bc) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”)") whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, (ix) if any such Work involves the Pre-Approved Alterations, Tenant shall complete or cause the Pre-Approved Alterations to be completed on or before February 1, 2007 and (ixx) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased any Related Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, to make (i) to make any single non-structural Alterations Alteration or a any series of related non-structural Alterations thatto the Leased Premises that do not, as to any such Alterations or series of related Alterationsin either event, do not cost in excess of $1,000,000 with respect to any Related Premises 250,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises250,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises250,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations to the Leased Premises, (ii) structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 or, with respect to Alterations to any Related Premises "clean room" test area in Buildings 2, 3 or 4 and any "process laboratory" in Buildings 2, 3 and 4, $2,500,000, (iiiii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,0001,000,000 or, with respect to Alterations to any Related Premises"clean room" test area in Buildings 2, 3 and 4 and any "process laboratory" in Buildings 2, 3 and 4 $2,500,000, and (iv) the Alterations identified in Schedule 2 28 attached hereto, so long as at the time of construction or installation of any such Equipment or Alterations pursuant to clauses (i) through (iv) no Event of Default exists and the value and utility of the Leased Premises is not diminished therebythereby and no such Alterations shall be permitted under this Paragraph 13 with respect to the Project II Improvements until the Project II Final Completion Date. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires or, with respect to make structural Alterations to any Related Premises"clean room" test area in Buildings 2, 3 or 4 and any "process laboratory" in Buildings 2, 3 or 4, $2,500,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned, but may be withheld if an Event of Default exists and remains uncured. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's or Lender's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal so as not to the greater of (A) diminish the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)Improvements, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work that constitutes part of the Leased Premises shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 375,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises375,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises375,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right , such consent not to require Tenant to remove any Alterations except for those Alterations required by Law be unreasonably withheld or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26delayed. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document reasonably requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 250,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not in any Lease Year cost in excess of $1,000,000, with respect to any Related Premises250,000 , so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto in any Lease Year is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises250,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”"WORK"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations to the Leased Premises, (ii) structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 or, with respect to any Related Premises Alterations to the "clean room" test area in Building Three and "process laboratory" in Building Two, $2,500,000, (iiiii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,0001,000,000 or, with respect to any Related PremisesAlterations to the "clean room" test area in Building Three and "process laboratory" in Building Two, $2,500,000, and (iv) the Alterations identified in Schedule 2 attached hereto so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires or, with respect to make structural Alterations to any Related Premisesthe "clean room" test area in Building Three and "process laboratory" in Building Two, $2,500,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal so as not to the greater of (A) diminish the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)Improvements, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work that constitutes part of the Leased Premises shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) A. Tenant shall have acknowledges that Landlord owns the rightPremises. Tenant accepts the Premises from Landlord in its "AS IS" condition, without having obtained the prior written consent conditions that exist as of the Effective Date of this Lease. Tenant acknowledges that Landlord and Lender and provided that makes no Event of Default then exists, representation or warranty concerning (i) the physical condition of the Premises; (ii) the Premises suitability for Tenant's proposed use; or (iii) the presence of any Hazardous Substance in or about the Property or the Premises, except as otherwise expressly set forth in this Lease. Landlord has encouraged Tenant to make non-structural Alterations or a series its own physical inspection of related non-structural Alterations that, all aspects of the Property and the Premises and to conduct its own investigation as to the suitability of the Property and the Premises for Tenant's use. B. Tenant shall not make any such Alterations alterations, additions or series of related Alterations, do not cost improvements to the Premises ("Tenant's Work") (i) costing in excess of $1,000,000 with respect to 5,000 for any Related Premises and single instance or $15,000 in the aggregate for any twelve (12) consecutive months or (ii) to install Equipment affecting the Building structure or utility systems, or attach any fixture or item of equipment thereto without Landlord's prior written consent. All such alterations, additions, or improvements shall be made at Tenant's sole expense in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, accordance with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists Landlord's General Design Requirements (if any) and the value plans and utility specifications (including specifications for materials to be used in connection therewith) and a statement of the Leased Premises is not diminished therebyestimated cost of such work submitted to and approved by Landlord (collectively the "Plans and Specifications"). If the cost thereof exceeds $5,000 for any single instance, or if such Tenant's Work involves the Building structure or utility systems, any contractor or person selected by Tenant must be a licensed contractor. Landlord, in its sole discretion, shall approve or disapprove Tenant's request and may disapprove Tenant's use of any non-materials or substances, including but not limited to asbestos and fiber glass, which Landlord, in its sole discretion, deems potentially hazardous, toxic or threatening to health. To the extent that Tenant's Work shall require a building permit or other permits from the City of Berkeley, and/or any other governmental agency, Tenant shall not perform any of Tenant's Work until Tenant has obtained all requisite permits. Tenant further shall comply with all prevailing wage requirements of California Labor Code Sections 1720 et seq., to the extent such requirements are applicable to Tenant's work. C. Except as otherwise expressly provided in this Lease, Tenant shall not repair, replace or modify any utility system located within the Premises without the Landlord's prior written consent. Tenant is responsible for the repair of any damage to any utility system, structural Alterationselement of the Premises, series facilities of related non-structural AlterationsLandlord or any other facilities arising out of Tenant's construction activities or Tenant's negligence or willful misconduct; provided, Equipment or accessions thereto however, such provision is in excess of $1,000,000 or if Tenant desires not intended to and shall not be interpreted to make structural Alterations any other person or entity a third party beneficiary thereof. D. This Lease specifically prohibits Tenant, or any other party, from expanding uses or structures allowed on the Premises beyond those designated in use permits approved by the City of Berkeley. Notwithstanding approval of any new Use Permit allowing expansion, or any future expansion of the uses in existing buildings, or additions to existing buildings, construction of any Related new buildings, or moving existing buildings onto the Premises, are all subject to the prior written approval of the Landlord and Lender all improvements (including Exhibit B) are subject to the environmental review and permit regulations and approvals of same by all applicable local, state, and federal agencies. E. If Tenant proposes to make or construct any alterations, improvements, additions or fixtures that affect any portion of the Premises or any structures located on the Premises that are allowed under an existing use permit, Tenant shall be requiredfirst provide the Landlord with thirty (30) days prior written notice. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. F. 1. Tenant shall not construct upon substantially deface or change any floors, walls, ceilings, roofs, or partition any of the Land any additional buildings structures or improvements on the Premises without having first obtained the prior providing thirty (30) days written consent notice to Landlord. If Landlord raises no objections within thirty (30) days after receipt of Landlord and Lendersuch notice, Tenant may proceed, provided Tenant obtains all required permits. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed Except as may be specifically approved in writing by Landlord, Tenant shall require all contractors to provide a labor and materials bond for the full amount of any contract for improvements that removal will not be requiredexceed $50,000. Tenant shall have pay, when due, all sums of money that may be due or become due for any labor, services, materials, supplies or equipment furnished to or for Tenant in, at, upon or about the right, without the approval of or notice to Landlord, to install any equipment, machinery Premises and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not which may be lessened secured by any such Work mechanic's, material men’s or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with other lien against the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment Premises or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and Landlord's interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written with no consent of Landlord and Lender and provided that no Event of Default then existsbeing required, (i) to make Alterations (whether structural or non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, structural) that do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment the Threshold Amount as set forth in the Improvements or accessions Basic Lease Information; provided, however, that any such Alterations shall be substantially completed, according to the Equipment thatrequirements set forth in Paragraph 13(c) of this Lease, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at before the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. Expiration Date. (b) If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto Alterations is in excess of $1,000,000 the Threshold Amount, or if Tenant desires shall wish to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained buildings, Tenant shall satisfy the prior written consent following requirements. (i) Before commencing any Alterations, Tenant shall furnish Landlord with (A) detailed plans and specifications of the proposed Alterations and (B) a surety company performance bond, naming Landlord as a beneficiary, that is issued by a surety company licensed to do business in the state in which the Leased Premises are located, that is in an amount equal to the estimated cost of such Alterations, and Lenderthat guarantees the completion of such Alterations, within a reasonable time after their commencement, free and clear of all mechanic’s liens or other liens, encumbrances, security interests, and charges. Tenant shall prosecute all Alterations with reasonable dispatch, excepting only delays due to strikes, lockouts, acts of God, inability to obtain labor or materials, governmental restrictions or similar causes beyond the control of Tenant; provided, however, that any such Alterations shall be substantially completed, according to the requirements set forth in Paragraph 13(c) of this Lease, before the Expiration Date. (ii) At all times during the construction of the Alterations, Tenant shall maintain, at its sole expense (or shall require that its contractor(s) maintain, at its or their sole expense), one or more policies of builder’s risk insurance that shall satisfy the requirements of Paragraph 16(a)(vi) of this Lease. (iii) No Alterations shall be in or connect the Improvements with any property, building, or other improvement located outside the boundaries of the parcel(s) of real property depicted, legally described, or otherwise identified on the Appendix A attached to and made a part of this Lease, nor shall the same obstruct or interfere with any existing easement. Provided that Tenant shall submit the required documents with respect to the proposed Alterations, Landlord shall have the right to require Tenant to remove any Alterations except grant its written approval. Except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant , Landlord shall have the rightright to require Tenant to remove any Alterations upon expiration of the Term. At the time Tenant requests Landlord’s consent to construct an Alteration or at other times, without Landlord shall, if requested by Tenant, address whether the approval Alteration must be removed or not at the end of or notice the Term. Removal, if required, shall be at Tenant’s sole cost and expense, and Tenant shall further be required, at Tenant’s expense, to repair to Landlord, to install ’s reasonable satisfaction any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events damage caused to the terms Leased Premises as a direct result of Paragraph 12(a) and Paragraph 26such removal. (bc) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 Paragraphs 10, 12(a) or 17 17, or otherwise constructs any expansion or addition to the Leased Premises (such Alterations and actions being hereinafter collectively referred to as “Work”), then then, before commencing any Work, Tenant shall provide Landlord with written notice of the scope and purpose of the Work, and all of the following requirements shall apply: (i) the market value of the Leased Premises shall not be lessened by any such Work Work, nor shall the usefulness or its usefulness structural integrity of the Leased Premises be impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderunder this Lease, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (viivi) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, and (viiivii) all such Work shall be the property upon substantial completion of Landlord and shall be subject to this Leaseany Work, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration as-built drawings of the Leased PremisesWork so completed.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises ________________ and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises________________, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 ________________, or if Tenant desires to make structural Alterations to any Related the Leased Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)) whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall may make alterations, additions, or improvements to the Building or the Property that do not affect the exterior of the Building and that have a cost expected to be less than or equal to one hundred thousand dollars ($100,000) per alteration, addition or improvement (not including the right, cost of related equipment) without having obtained the prior written consent of Landlord and Lender and provided Landlord. Tenant shall obtain Landlord’s consent prior to making any alteration, addition, or improvement that no Event affects the exterior of Default then exists, (i) the Building or that is expected to make non-structural Alterations or have a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of one hundred thousand dollars ($1,000,000 100,000) per alteration, addition or improvement (not including the cost of related equipment), which consent shall not be unreasonably withheld, conditioned, or delayed. (b) Tenant shall give Landlord notice of its intent to make alterations, additions, or improvements to the Building that have a cost expected to exceed $25,000 per alteration, addition or improvement project at least ten (10) Business Days prior to commencing such work, except in the event of an emergency, in which case such notice shall be given as soon thereafter as practical. (c) In connection with respect any alterations, additions, or improvements to any Related Premises the Building or the Property made by Tenant, Tenant shall comply with all reasonable requirements of Landlord relating to (i) compliance with the Declaration (including obtaining required approvals from the Committee (as defined in the Declaration)), building codes and other laws, (ii) to install Equipment in the Improvements protection of the integrity, condition and proper functioning of the roof, walls, foundations, and other structural elements of the Building and of the Building’s mechanical, electrical, and plumbing systems and equipment, (iii) the employment and bonding of contractors, (iv) insurance, (v) the preservation of the value of the Building and (vi) other related matters as reasonably determined by Landlord. All alterations, additions or accessions improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings, and other fixtures (excluding Tenant’s trade, food service and kitchen fixtures and/or equipment) made by, for, or at the direction of Tenant shall become the property of Landlord when made, and shall remain upon the Property at the expiration or earlier termination of this Lease. Notwithstanding anything to the Equipment thatcontrary herein, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require access the roof of the Building from time to time for the purposes of installing, operating and maintaining up to three (3) telecommunication dishes, including, without limitation, wireless internet and television dishes; provided that Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will shall not be required. Tenant shall have permitted to do anything upon the right, without roof of the approval of Building which would void or notice to Landlord, to install any equipment, machinery and other personal property in impair the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26roof warranty. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vid) Tenant shall promptly discharge or remove all liens filed against any of be responsible for the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord construction of all estateTenant Finish, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesat its sole expense.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations within any consecutive twelve (12) month period that, as to any such Alterations or series of related AlterationsAlterations within any consecutive twelve (12) month period, do not cost in excess of $1,000,000 with respect to any Related Premises the Threshold Amount and (ii) to install Equipment in the Improvements or accessions to the Equipment within any consecutive twelve (12) month period that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premisesthe Threshold Amount, so long as at the time of construction or installation of any such Alterations or Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If (i) the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto within any consecutive twelve (12) month period is in excess of $1,000,000 or if the Threshold Amount, (ii) Tenant desires to make structural Alterations to any Related the Leased Premises, the prior written approval of Landlord and Lender shall be required. or (iii) Tenant shall not desires to construct upon the Land any additional buildings without having first obtained buildings, then in each case, the prior written consent of Landlord and Lendershall be required; provided that; Landlord shall not unreasonably withhold, delay or condition its consent to any Alternations above the Threshold Amount, so long as value and/or utility of the Leased Premises is not diminished thereby. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or expressly permitted hereunder without Landlord’s consent, or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), whether or not Landlord’s consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof Final Completion Date of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Subject to Tenant obtaining, at its sole expense, any and all necessary federal, state and municipal governmental licenses, permits or approvals, Tenant shall have the right, without having obtained at its sole expense, to construct and install all tenant improvements, furniture, trade fixtures, equipment, machinery and other improvements necessary for Tenant to utilize the prior written consent Premises for its Permitted Use; provided, however, that such work is performed in a workmanlike manner and Tenant uses reasonable efforts not to disturb other tenants' use of Landlord and Lender and provided that no Event their demised premises or the Common Areas during performance of Default then existssuch work. Prior to installing or making any alterations, physical additions or tenant improvements (collectively, "Improvements") on or within the Premises, Tenant shall (i) obtain Landlord's written approval of plans and specifications for such improvements, which approval shall not be unreasonably withheld, and (ii) forward to make non-structural Alterations Landlord a copy of all governmental approvals required for the Improvements that Tenant has obtained, together with names and addresses of all contractors and subcontractors who will be working at the Premises. All such work shall be performed by qualified, licensed and insured contractors or a series subcontractors, and Tenant shall hold harmless, indemnify and defend Landlord from any liens, damages, costs, liability, or claims for personal injury, property damage or death arising from installation of related non-structural Alterations that, as to any such Alterations improvements. Tenant shall not make or series allow to be made any Improvements that (i) are structural in nature, (ii) affect the mechanical, electrical, utility or other service systems for the Building, (iii) are visible from the exterior of related Alterationsthe Building, do not or (iv) that cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in 10,000.00, without first obtaining the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises which consent shall not be lessened by any such Work unreasonably withheld. Any Improvements in or its usefulness impaired, (ii) all such Work shall be performed to the Premises made by Tenant in a good and workmanlike mannershall, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirementsat Landlord's option, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be become the property of Landlord and shall be subject surrendered to Landlord upon the termination of this Lease; provided, however, upon request by Landlord, Tenant shall remove any designated Improvements upon expiration or earlier termination of the Lease Term, and further provided, that, this clause shall not apply to Tenant's Personal Property, which shall remain the property of Tenant and shall be removed by Tenant prior to the end of the term of this Lease. Notwithstanding the foregoing, at the time Landlord gives its consent to any alteration, addition, or improvement requested by Tenant, Landlord will advise Tenant in writing whether Landlord will require the removal thereof at the end of the Term, as the Term may be extended. Tenant shall execute and deliver to Landlord repair any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, damage to the extent requested by Landlord Premises arising from installation or removal of such Improvements or Tenant's Personal Property in order to restore the Premises to the condition required by this Lease, with the provisions terms of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesSECTION 11.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, to make (i) to make non-structural Alterations that do not affect the structural integrity of the Improvements, or adversely affect any of the mechanical or electrical systems of the Improvements, (ii) Alterations that are required in order to comply with Law, (iii) structural Alterations or a series of related non-structural Alterations that, as to any such structural Alterations or series of related structural Alterations, do not cost in excess of $1,000,000 with respect to 500,000 and that do not affect the structural integrity of the Improvements or adversely affect any Related Premises of the mechanical or electrical systems in the Improvements and (iiiv) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises500,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises500,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) with respect to Alterations or a series of related Alterations that cost in excess of $500,000, Tenant shall comply, to the extent reasonably requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) A. Tenant shall have acknowledges that Landlord owns the rightPremises. Tenant accepts the Premises from Landlord in its "as is" condition, without having obtained the prior written consent conditions that exist as of the Effective Date of this Lease. Tenant acknowledges that Landlord and Lender and provided that makes no Event of Default then exists, representation or warranty concerning (i) the physical condition of the Premises; (ii) the Premises suitability for Tenant's proposed use; or (iii) the presence of any Hazardous Substance in or about the Property or the Premises, except as otherwise expressly set forth in this Lease. ▇▇▇▇▇▇▇▇ has encouraged Tenant to make non-structural Alterations or a series its own physical inspection of related non-structural Alterations that, all aspects of the Property and the Premises and to conduct its own investigation as to the suitability of the Property and the Premises for Tenant's use. B. Upon the execution of this Lease, Landlord approves and requires the improvements to the Premises listed on Exhibit “B” that shall be completed by Tenant. Tenant shall complete the improvements within the timeframe as stated in Exhibit “B” (▇▇▇▇▇▇’s work). Tenant shall not make any such Alterations alterations, additions or series of related Alterations, do not cost improvements to the Premises (i) costing in excess of $1,000,000 with respect to 5,000 for any Related Premises and single instance or $15,000 in the aggregate for any twelve (12) consecutive months or (ii) to install Equipment affecting the Building structure or utility systems, or attach any fixture or item of equipment thereto without Landlord's prior written consent except for the improvements listed in the Improvements Exhibit “B”. All such alterations, additions, or accessions to the Equipment that, as to such Equipment or accessions, do not cost improvements shall be made at Tenant's sole expense in excess of $1,000,000, accordance with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists Landlord's General Design Requirements (if any) and the value plans and utility specifications (including specifications for materials to be used in connection therewith) and a statement of the Leased Premises is not diminished therebyestimated cost of such work submitted to and approved by Landlord (collectively the "Plans and Specifications"). If the cost thereof exceeds $5,000 for any single instance, or if such ▇▇▇▇▇▇'s work involves the Building structure or utility systems, any contractor or person selected by Tenant must be a licensed contractor. Landlord, in its sole discretion, shall approve or disapprove Tenant's request and may disapprove Tenant's use of any non-materials or substances, including but not limited to asbestos and fiber glass, which Landlord, in its sole discretion, deems potentially hazardous, toxic or threatening to health. To the extent that ▇▇▇▇▇▇'s work shall require a building permit or other permits from the City of Berkeley, Bay Conservation and Development Commission ("BCDC") and/or any other governmental agency, Tenant shall not perform any of Tenant's work until ▇▇▇▇▇▇ has obtained all requisite permits. Tenant further shall comply with all prevailing wage requirements of California Labor Code Sections 1720 et seq., to the extent such requirements are applicable to Tenant's work. C. Tenant acknowledges that a jet fuel line runs under the property, and any Tenant digging or excavation of any kind on the property must be approved in advance by Landlord and Parks Superintendent. D. Except as otherwise expressly provided in this Lease, Tenant shall not repair, replace or modify any utility system located within the Building without the Landlord's prior written consent. Tenant is responsible for the repair of any damage to any utility system, structural Alterationselement of the Building(s), series facilities of related non-structural AlterationsLandlord or any other facilities arising out of Tenant's construction activities or Tenant's negligence or willful misconduct; provided, Equipment or accessions thereto however, such provision is in excess of $1,000,000 or if Tenant desires not intended to and shall not be interpreted to make structural Alterations any other person or entity a third party beneficiary thereof. E. This Lease specifically prohibits Tenant, or any other party, from expanding uses or structures allowed on the Premises beyond those designated in use permits approved by the City of Berkeley. Notwithstanding approval of any new Use Permit allowing expansion, or any future expansion of the uses in existing buildings, or additions to existing buildings or docks, or construction of any Related new buildings or docks, or moving existing buildings onto the Premises, are all subject to the prior written approval of the Landlord (with the exception of Exhibit “B”) and Lender all improvements (including Exhibit “B” Improvements) are subject to the environmental review and permit regulations and approvals of same by all applicable local, state, and federal agencies. F. If Tenant proposes to make or construct any alterations, improvements, additions or fixtures (other than Exhibit “B” Improvements) that affect any portion of the Premises or any structures located on the Premises that are allowed under an existing use permit, Tenant shall first provide the Landlord with thirty (30) days prior written notice. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. G. Except for Exhibit “B” Improvements, Tenant shall not substantially deface or change any floors, walls, ceilings, roofs, or partition any of the structures or improvements on the Premises without first providing thirty (30) days written notice to Landlord. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. Except as may be requiredspecifically approved in writing by Landlord, Tenant shall require all contractors to provide a labor and materials bond for the full amount of any contract for improvements that exceed $50,000, including any applicable Exhibit “B” Improvements. Tenant shall not construct upon the Land pay, when due, all sums of money that may be due or become due for any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right labor, services, materials, supplies or equipment furnished to require Tenant to remove any Alterations except for those Alterations required by Law or for Tenant in, at, upon or about the Premises and which Landlord has agreed in writing may be secured by any mechanic's, material men’s or other lien against the Premises or Landlord's interest therein. All alterations, improvements or additions that removal will not be required. Tenant shall have the right, without the approval of are now or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events future attached permanently to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property Property of Landlord and shall be subject to remain with the Property at the termination of this Lease, and except that Landlord can elect within thirty (30) days of the termination of the Lease to require Tenant, at its cost, to remove any equipment that Tenant shall execute and deliver has affixed to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Premises. H. 1. Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, agrees that to the extent requested by Landlord or it is required by this Lease, to comply with the provisions prevailing wage requirements, Tenant shall assure that all workers are paid the prevailing rate of Paragraphs 12(a) per diem wages, and 19(atravel and subsistence payments (defined in applicable collective bargaining agreements filed in accordance with Section 1773.8 of the California Labor Code), whether in effect on the date of Landlord's first approval of a building permit or not such Work involves restoration other approval of the Leased Premiseswork. Copies of the applicable prevailing rate of per diem wages are on file at Landlord's principal office and will be made available to any interested party on request. ▇▇▇▇▇▇ agrees to post a copy of the prevailing rate of per diem wages at the Property. Tenant, as a penalty to Landlord, shall forfeit Twenty-Five Dollars ($25) for each calendar day, or portion thereof (or such other sum as specified from time to time by Section 1775 of the California Labor Code), for each worker paid less than the applicable prevailing rates for such work or craft in which such worker is employed. The difference between such prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Tenant.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant The Company shall have the rightprivilege of making such alterations of or additions to the Facility (“Additional Improvements”) or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, that: (i) to make non-as a result of the Additional Improvements, the fair market value of the Facility is not reduced below its value before the Additional Improvements are made and the usefulness, structural Alterations integrity or a series operating efficiency of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do the Facility is not cost in excess of $1,000,000 with respect to any Related Premises and materially impaired, (ii) to install Equipment the Additional Improvements are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable Legal Requirements, (iii) the Additional Improvements are promptly and fully paid for by the Company (or accessions on its behalf) in accordance with the terms of the applicable contract(s) therefor, (iv) the Additional Improvements do not change the nature of the Facility so that it would not constitute the Approved Facility, and (v) the Additional Improvements are effected in accordance with the Ground Lease. (b) All Additional Improvements shall constitute a part of the Facility, subject to the Equipment thatGround Lease, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists this Agreement and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord Mortgage. (c) The Company shall have the right to require Tenant install or permit to remove any Alterations except for those Alterations required by Law be installed at the Facility, machinery, equipment and other personal property at the Company’s own cost and expense (the “Company’s Property”). Once so installed, the Company’s Property shall not constitute part of the Facility or for which Landlord has agreed in writing that removal will of the Pledged Collateral and shall not be requiredsubject to this Agreement, nor constitute part of the Facility, or subject to the lien and security interest of the Mortgage or of the Pledge and Security Agreement, provided that the same is not made fixtures appurtenant to the Facility. Tenant The Company shall have the rightright to create or permit to be created any mortgage, encumbrance, lien or charge on, or conditional sale or other title retention agreement with respect to, the Company’s Property, without the approval consent of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for Issuer or the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26Trustee. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) In addition to Alterations required by Paragraphs 12 and 17 Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained obtain the prior written consent of Landlord and Lender, to (i) make any Alterations to the Structures for a cost of not more than [INTENTIONALLY OMITTED] in any one instance, or (ii) install Building Systems Equipment in the Structures or accessions to the Building Systems Equipment the cost of which as to such Building Systems Equipment or series of related Building Systems Equipment, does not exceed [INTENTIONALLY OMITTED]. The consent of Landlord and Lender shall have be required (A) if a Monetary Event of Default exists, or (B) if the right to require Alterations (or a series of related Alterations) exceeds [INTENTIONALLY OMITTED], or (C) if Tenant desires to remove and not upgrade or replace during the Term any Alterations except for those Alterations required by Law Tenant Improvements which had an initial cost in the aggregate in excess of [INTENTIONALLY OMITTED], or for which (D) if Tenant desires to construct upon the Land any additional Improvements, provided that, with respect to (C) and (D) above, such consent shall not be unreasonably withheld or delayed. In any event, the consent of Landlord has agreed in writing that removal and Lender will not be required. Tenant shall have withheld on the rightbasis of the type of Alterations (i.e., without the approval of laboratory or notice office space) to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26be constructed. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, ; (iiiii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.all

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 the Major Alteration Cost with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premisesthe Major Alteration Cost, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe Major Alteration Cost, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”"WORK"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge discharge, remove or remove bond all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises. (c) Tenant shall cause the repairs described in EXHIBIT "I" to be completed by the expiration of the time periods provided therein.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related the Leased Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Alterations or Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe amounts specified above, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings costing in excess of $1,000,000 without having first obtained the prior written consent of Landlord and Lender, such consent not to be unreasonably withheld, conditioned or delayed. If Landlord or Lender fails to respond to any written request for consent within thirty (30) days after receipt of such consent, such consent shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26deemed given. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 34 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i1) as to Work other than Work done pursuant to a Legal Requirement, the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have function in a value and useful life equal to manner that is the greater better of (A) the value and useful life on the date hereof functioning of the Equipment or parts being replaced or or, (B) the value and useful life functioning of the similar Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then or parts in the condition required other warehouses owned or used by this Lease)Tenant, (vi) subject to Tenant's rights under Paragraph 14, Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work (except for additions that are paid for by Tenant and can be readily removed without substantial damage to the Improvements and are not a replacement for any of the Improvements or Equipment) shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document document. requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent reasonably requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 250,000 with respect to any Related Premises in any Lease Year and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, 250,000 with respect to any Related PremisesPremises in any Lease Year, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 250,000 with respect to any Related Premises in any Lease Year, or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required, which approval shall not be unreasonably withheld. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and LenderLender which consent shall not be unreasonably withheld. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. At the time Tenant requests Landlord’s consent to construct an Alteration, Landlord shall, if requested by Tenant, address whether the Alteration must be removed or not at the end of the Term, which removal shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery be at Tenant’s sole cost and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26expense. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 500,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises500,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If (i) the cost of any non-structural Alterations, Alterations or series of related non-structural AlterationsAlterations is in excess of $500,000, (ii) the cost of any Equipment or accessions thereto is in excess of $1,000,000 500,000, or if (iii) Tenant desires to make structural Alterations to any Related the Leased Premises, the prior written approval of Landlord and Lender shall be required, which approval by Landlord shall not be unreasonable withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law Law, Alterations made for office use or uses ancillary there (i.e., cafeteria, health club or retail) so long as any such Alterations do not lessen the market value of the Leased Premises, or Alterations for which Landlord has agreed in writing that removal will not be required. Landlord acknowledges that as of the Commencement Date certain roofing repair work is being performed at the Leased Premises at the direction of Tenant shall have (the right"▇▇▇▇▇ Roofing Work"), without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events consents to the terms ▇▇▇▇▇ Roofing Work and agrees that the cost of the ▇▇▇▇▇ Roofing Work shall not be counted towards the $500,000 non-structural Alteration threshold for consent noted above. Tenant acknowledges that the ▇▇▇▇▇ Roofing Work shall be subject to the requirements of Paragraph 12(a) and Paragraph 2613(b). (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) if the cost of such Alterations is in excess of $500,000, Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(aParagraph 19(a)(i), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 300,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises300,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises300,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not if such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 500,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises500,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises500,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's ---- consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) A. Tenant shall have acknowledges that Landlord owns the rightPremises. Tenant accepts the Premises from Landlord in its "as is" condition, without having obtained the prior written consent conditions that exist as of the Effective Date of this Lease. Tenant acknowledges that Landlord and Lender and provided that makes no Event of Default then exists, representation or warranty concerning (i) the physical condition of the Premises; (ii) the Premises suitability for Tenant's proposed use; or (iii) the presence of any Hazardous Substance in or about the Property or the Premises, except as otherwise expressly set forth in this Lease. Landlord has encouraged Tenant to make non-structural Alterations or a series its own physical inspection of related non-structural Alterations that, all aspects of the Property and the Premises and to conduct its own investigation as to the suitability of the Property and the Premises for Tenant's use. B. Upon the execution of this Lease, Landlord approves and requires the improvements to the Premises listed on Exhibit “B” that shall be completed by Tenant. Tenant shall complete the improvements within the timeframe as stated in Exhibit “B” (Tenant’s Work). Tenant shall not make any such Alterations alterations, additions or series of related Alterations, do not cost improvements to the Premises (i) costing in excess of $1,000,000 with respect to 5,000 for any Related Premises and single instance or $15,000 in the aggregate for any twelve (12) consecutive months or (ii) to install Equipment affecting the Building structure or utility systems, or attach any fixture or item of equipment thereto without Landlord's prior written consent except for the improvements listed in the Improvements Exhibit “B”. All such alterations, additions, or accessions to the Equipment that, as to such Equipment or accessions, do not cost improvements shall be made at Tenant's sole expense in excess of $1,000,000, accordance with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists Landlord's General Design Requirements (if any) and the value plans and utility specifications (including specifications for materials to be used in connection therewith) and a statement of the Leased Premises is not diminished therebyestimated cost of such work submitted to and approved by Landlord (collectively the "Plans and Specifications"). If the cost thereof exceeds $5,000 for any single instance, or if such Tenant's Work involves the Building structure or utility systems, any contractor or person selected by Tenant must be a licensed contractor. Landlord, in its sole discretion, shall approve or disapprove Tenant's request and may disapprove Tenant's use of any non-materials or substances, including but not limited to asbestos and fiber glass, which Landlord, in its sole discretion, deems potentially hazardous, toxic or threatening to health. To the extent that Tenant's Work shall require a building permit or other permits from the City of Berkeley, Bay Conservation and Development Commission ("BCDC") and/or any other governmental agency, Tenant shall not perform any of Tenant's Work until Tenant has obtained all requisite permits. Tenant further shall comply with all prevailing wage requirements of California Labor Code Sections 1720 et seq., to the extent such requirements are applicable to Tenant's work. C. Tenant acknowledges that a jet fuel line runs under the property, and any Tenant digging or excavation of any kind on the property must be approved in advance by Landlord and Parks Superintendent. D. Except as otherwise expressly provided in this Lease, Tenant shall not repair, replace or modify any utility system located within the Building without the Landlord's prior written consent. Tenant is responsible for the repair of any damage to any utility system, structural Alterationselement of the Building(s), series facilities of related non-structural AlterationsLandlord or any other facilities arising out of Tenant's construction activities or Tenant's negligence or willful misconduct; provided, Equipment or accessions thereto however, such provision is in excess of $1,000,000 or if Tenant desires not intended to and shall not be interpreted to make structural Alterations any other person or entity a third party beneficiary thereof. E. This Lease specifically prohibits Tenant, or any other party, from expanding uses or structures allowed on the Premises beyond those designated in use permits approved by the City of Berkeley. Notwithstanding approval of any new Use Permit allowing expansion, or any future expansion of the uses in existing buildings, or additions to existing buildings or docks, or construction of any Related new buildings or docks, or moving existing buildings onto the Premises, are all subject to the prior written approval of the Landlord (with the exception of Exhibit “B”) and Lender all improvements (including Exhibit “B” Improvements) are subject to the environmental review and permit regulations and approvals of same by all applicable local, state, and federal agencies. F. If Tenant proposes to make or construct any alterations, improvements, additions or fixtures (other than Exhibit “B” Improvements) that affect any portion of the Premises or any structures located on the Premises that are allowed under an existing use permit, Tenant shall first provide the Landlord with thirty (30) days prior written notice. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. G. Except for Exhibit “B” Improvements, Tenant shall not substantially deface or change any floors, walls, ceilings, roofs, or partition any of the structures or improvements on the Premises without first providing thirty (30) days written notice to Landlord. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. Except as may be requiredspecifically approved in writing by Landlord, Tenant shall require all contractors to provide a labor and materials bond for the full amount of any contract for improvements that exceed $50,000, including any applicable Exhibit “B” Improvements. Tenant shall not construct upon the Land pay, when due, all sums of money that may be due or become due for any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right labor, services, materials, supplies or equipment furnished to require Tenant to remove any Alterations except for those Alterations required by Law or for Tenant in, at, upon or about the Premises and which Landlord has agreed in writing may be secured by any mechanic's, material men’s or other lien against the Premises or Landlord's interest therein. All alterations, improvements or additions that removal will not be required. Tenant shall have the right, without the approval of are now or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events future attached permanently to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property Property of Landlord and shall be subject to remain with the Property at the termination of this Lease, and except that Landlord can elect within thirty (30) days of the termination of the Lease to require Tenant, at its cost, to remove any equipment that Tenant shall execute and deliver has affixed to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Premises. H. 1. Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, agrees that to the extent requested by Landlord or it is required by this Lease, to comply with the provisions prevailing wage requirements, Tenant shall assure that all workers are paid the prevailing rate of Paragraphs 12(a) per diem wages, and 19(atravel and subsistence payments (defined in applicable collective bargaining agreements filed in accordance with Section 1773.8 of the California Labor Code), whether in effect on the date of Landlord's first approval of a building permit or not such Work involves restoration other approval of the Leased Premiseswork. Copies of the applicable prevailing rate of per diem wages are on file at Landlord's principal office and will be made available to any interested party on request. Tenant agrees to post a copy of the prevailing rate of per diem wages at the Property. Tenant, as a penalty to Landlord, shall forfeit Twenty-Five Dollars ($25) for each calendar day, or portion thereof (or such other sum as specified from time to time by Section 1775 of the California Labor Code), for each worker paid less than the applicable prevailing rates for such work or craft in which such worker is employed. The difference between such prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Tenant.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related the Leased Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost cost, in any individual instance, in excess of $1,000,000, with respect to any Related Premises250,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 250,000 or if Tenant desires to make structural Alterations alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord As to any Equipment that is replaced by Tenant, Tenant shall have the right to require Tenant apply any salvage value paid to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have toward the right, without the approval cost of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26new Equipment. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make any and all non-structural Alterations or a series of related non-structural Alterations to any Related Premises that are decorative in nature and consistent with Tenant’s normal business practice of upgrading the “look and feel” of other real properties owned or operated by it (collectively, the “Decorative Alterations”), (ii) to make non-structural Alterations or a series of related non-structural Alterations (other than Decorative Alterations) that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 500,000 with respect to any Related Premises Premises, and (iiiii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises500,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations (other than Decorative Alterations), series of related non-structural Alterations (other than Decorative Alterations), Equipment or accessions thereto is in excess of $1,000,000 500,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for Decorative Alterations, those Alterations required by Law or for which Landlord has agreed in writing writing, or is deemed to have approved pursuant to the following sentence, that removal will not be required. If Tenant desires not to remove any Alterations at the expiration of the Term, Tenant shall have provide to Landlord written notice specifying the rightAlterations for which it is requesting agreement that removal will not be required (which notice may be given by Tenant at any time during the Term (including, without limitation, at the time Tenant seeks any required approval from Landlord pursuant to this Paragraph 13)). If Landlord does not disapprove such request by Tenant within fifteen (15) days of or notice to Landlordreceipt of such notice, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events such approval shall be deemed given. Notwithstanding anything to the terms of Paragraph 12(a) and Paragraph 26contrary in this Lease, in no event shall Tenant be required to remove any Decorative Alterations. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impairedWork, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased any Related Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have not make (i) any non-structural Alterations to the rightLeased Premises that cost more than Five Hundred Thousand Dollars ($500,000) in the aggregate as measured every five (5) Lease Years of the Term commencing with the first Lease Year, or (ii) any structural Alterations to the Leased Premises, without having first obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be requiredLandlord. Tenant shall not construct upon the Land Real Property any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 13, Major Alterations pursuant to Paragraph 34 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness materially impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) if such Alterations will cost in excess of Five Hundred Thousand Dollars ($500,000), Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(aParagraph 19(a) (provided, however, rather than such funds being held by Landlord as provided in Paragraph 19(a), such funds shall be held by an unrelated third-party escrow agent selected in Landlord’s reasonable discretion (at Tenant’s cost and 19(aexpense) or by a Lender, if so requested by such Lender), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make any and all non-structural Alterations or a series of related non-structural Alterations to any Related Premises that are decorative in nature and consistent with Tenant’s normal business practice of upgrading the “look and feel” of other real properties owned or operated by it (collectively, the “Decorative Alterations”), (ii) to make non-structural Alterations or a series of related non-structural Alterations (other than Decorative Alterations) that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises (provided that such restriction shall not apply to the construction of the Tenant Improvements), and (iiiii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished therebythereby (provided that such restriction shall not apply to the construction of the Tenant Improvements). If the cost of any non-structural Alterations (other than Decorative Alterations), series of related non-structural Alterations (other than Decorative Alterations), Equipment or accessions thereto is in excess of $1,000,000 (other than with respect to the construction of the Tenant Improvements) or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Decorative Alterations, the Tenant Improvements, Alterations required by Law or for which Landlord has agreed in writing writing, or is deemed to have approved pursuant to the following sentence, that removal will not be required. If Tenant desires not to remove any Alterations at the expiration of the Term, Tenant shall have provide to Landlord written notice specifying the rightAlterations for which it is requesting agreement that removal will not be required (which notice may be given by Tenant at any time during the Term (including, without limitation, at the time Tenant seeks any required approval from Landlord pursuant to this Paragraph 13)). If Landlord does not disapprove such request by Tenant within fifteen (15) days of or notice to Landlordreceipt of such notice, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events such approval shall be deemed given. Notwithstanding anything to the terms of Paragraph 12(a) and Paragraph 26contrary in this Lease, in no event shall Tenant be required to remove any Decorative Alterations or Tenant Improvements. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impairedWork, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises. (c) Subject to and conditioned upon Landlord fully performing its obligations under Paragraphs 13(c) and 13(d) hereof, Tenant covenants and agrees to make in the aggregate not less than Twenty-five Million ($25,000,000.00) Dollars of Alterations to the Improvements (including Decorative Alterations) in order to renovate each Related Premises (the “Tenant Improvements”), which Tenant Improvements shall be completed and paid for in full no later than July 31, 2008 (the “Completion Date”). For the purposes of meeting the preceding ▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ($25,000,000) Dollar Tenant Improvement requirement, not more than Five Million ($5,000,000) may be allocated to Tenant’s Property. Such Alterations shall be constructed in accordance with the terms of this Lease, including, but not limited to, Paragraph 13(b) hereof. All of the Tenant’s Equipment shall be the property of Tenant and all other Tenant Improvements shall be the property of Landlord. In exchange for Tenant’s agreement to construct the Tenant Improvements, (i) Tenant shall not be required to pay Basic Rent under certain circumstances in accordance with the provisions of the last sentence of Paragraph 6(b) hereof (with the amount of such Basic Rent otherwise payable during this period being $2,322,416.50), (ii) Landlord will convey to Tenant certain other real properties (the “TI Allowance Properties”) having an agreed upon aggregate value of $10,000,000.00 pursuant to a purchase and sale agreement by and between Landlord and Tenant dated as of the date hereof, and (iii) Landlord will pay to Tenant the TI Allowance in accordance with the provisions of P▇▇▇▇▇▇▇▇ ▇▇ (▇) below. Prior to constructing the Tenant Improvements with respect to any Related Premises, Tenant shall submit to Landlord a budget and plans and specifications with respect to the Tenant Improvements for such Related Premises. The consent of Landlord of the budget and plans shall not be required so long as the Work to be performed complies with the requirements set forth in Paragraph 13(b) hereof. Tenant’s failure to complete the Tenant Improvements on or before the Completion Date shall not be a default hereunder to the extent such delay is a direct result of strikes, lockouts, riots, acts of God, shortage of labor or materials, national emergency, acts of a public enemy, governmental restrictions, laws or regulations, or any other cause beyond Tenant’s reasonable control. (d) The TI Allowance shall be advanced to Tenant in not more than two advances, provided that Landlord shall not be required to make any advance of the TI Allowance unless and until Tenant has delivered to Landlord paid receipts evidencing that Tenant has completed and paid for $12,322,416.50 of the Tenant Improvements (exclusive of any portion allocated to Tenant’s Property). Each request for an advance by Tenant shall be accompanied by (i) copies of paid receipts supporting the amount requested and including a reasonably detailed description of the Work that is the subject of each paid receipt, and (ii) a certificate executed by Tenant confirming (1) that the Work that is the subject to such request for advance has been paid for in full and completed in accordance with the budget and plans previously submitted to Landlord and the terms of this Lease and (2) that no Event of Default then exists (or, if an Event of Default does exist, specifying the applicable default). Provided that the request for advance complies with the terms of this Paragraph 13(d), Landlord shall pay to Tenant the amount requested in such request for advance within thirty (30) days of receipt of such request for advance, provided, however, that Landlord shall not be required to make any advance during any period while an Event of Default exists. (e) Promptly following the date upon which all of the Tenant Improvements are completed, Tenant shall (i) provide written documentation evidencing payment of the amounts required to be paid by Tenant under Paragraph 21(c) (including paid invoices) have been paid, and (ii) provide a written certification from Tenant confirming that the Tenant Improvements have been completed in accordance with the terms of this Paragraph 13(c). Landlord shall have the right at Landlord’s costs and expense to cause a consultant selected by Landlord confirm whether or not the Tenant Improvements have been installed and/or constructed in accordance with the provisions of this Lease.

ALTERATIONS AND IMPROVEMENTS. During the Lease Term, Lessee shall not alter the exterior, structural, plumbing or electrical elements of the Properties in any manner without the consent of Lessor, which consent shall not be unreasonably withheld or conditioned; provided, however, Lessee may undertake any and all additions, modifications, improvements or alterations to the Properties that it deems necessary for the use and occupancy of the Properties without Lessor’s prior written consent if such alterations do not adversely affect the structural elements or value of the Properties and if the cost of such alterations, individually, does not exceed $250,000. If ▇▇▇▇▇▇’s consent is required hereunder and ▇▇▇▇▇▇ consents to the making of any such alterations, the same shall be made by Lessee at Lessee’s sole expense by a licensed contractor and according to plans and specifications approved by Lessor and subject to such other conditions as Lessor shall reasonably require. Any work at any time commenced by Lessee on the Properties shall be prosecuted diligently to completion, shall be of good workmanship and materials and shall comply fully with all the terms of this Lease and all Legal Requirements. Upon completion of any alterations individually costing $100,000 or more, Lessee shall promptly provide Lessor with evidence of full payment to all laborers and materialmen contributing to the alterations. Additionally, upon completion of any alterations individually costing $250,000 or more, Lessee shall promptly provide Lessor with (a) Tenant shall an architect’s certificate certifying the alterations to have been completed in conformity with the right, without having obtained plans and specifications (if the prior written consent alterations are of Landlord and Lender and provided that no Event such a nature as would require the issuance of Default then exists, (i) to make non-structural Alterations or such a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in certificate from the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. architect); (b) If Tenant makes a certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate of occupancy); and (c) any Alterations pursuant to this Paragraph 13 other documents or as required information reasonably requested by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) ▇▇▇▇▇▇. Lessee shall keep the market value of the Leased Premises shall not be lessened by Properties free from any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Workany work performed on, (vii) Tenant or materials furnished to, the Properties. Lessee shall procure execute and pay file or record, as appropriate, a “Notice of Non-Responsibility,” or any equivalent notice permitted under applicable Law in the states where the Properties are located which provides that Lessor is not responsible for all permits and licenses required in connection with the payment of any such Work, (viii) all such Work costs or expenses relating to the additions or alterations. Any addition to or alteration of the Properties shall be deemed a part of the property Properties and belong to Lessor (excluding, for the avoidance of Landlord doubt, any Personalty) and shall be subject to this Lease, and Tenant Lessee shall execute and deliver to Landlord any document requested Lessor such instruments as Lessor may require to evidence the ownership by Landlord evidencing the assignment to Landlord Lessor of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant such addition or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesalteration.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, following the Final Completion Date, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises the Major Alteration Cost and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premisesthe Major Alteration Cost, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe Major Alteration Cost, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”"WORK"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof Final Completion Date of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge discharge, remove or remove bond all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. Except as otherwise provided in Paragraph 11 and in this Paragraph 12, Tenant shall not (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsmake any Alterations, (ib) to make non-structural Alterations construct upon the Land any additional Improvements or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (iic) to install Equipment equipment in the Improvements or accessions to the Equipment thatEquipment, as to such Equipment or accessionsexcept in the ordinary course of its business, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, without the prior written approval of Landlord and Lender shall which approval will not be requiredunreasonably withheld. In addition, Tenant shall not construct upon do any other act which would impair the Land any additional buildings without having first obtained value of the Leased Premises. In the event that Landlord gives its prior written consent to any of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed actions enumerated in writing that removal will not be required. Tenant shall have the rightclauses (a), without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)c) above, then (i) the market value of the Leased Premises shall not be lessened by any such Work Alteration, construction or installation, or its usefulness impaired, (ii) all such Work Alterations, construction and installations shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work Alterations, construction and installations shall be expeditiously completed in compliance with all Legal Requirements, (iv) all work done in connection with any such Work Alteration, construction or installation shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly pay all costs and expenses of any such Alteration, construction or installation and shall discharge or remove all liens filed against any of the Leased Premises arising out of such Workthe same, (viivi) Tenant shall procure and pay for all permits and licenses required in connection with any such WorkAlteration, construction or installation, (viiivii) all such Work Alterations, construction and installations shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ixviii) Tenant shall comply, to the extent requested by Landlord or required by this LeaseLandlord, with the provisions of Paragraphs 12(aclauses (i) and 19(athrough (iv) of Paragraph 15(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant The Institution shall have the rightprivilege of making such alterations of or additions to the Facility Realty and the Mortgaged Property and the Improvements thereon (“Additional Improvements”) or any part thereof from time to time as it in its discretion may determine to be desirable for its uses and purposes, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, that: (i) to make non-as a result of the Additional Improvements, the fair market value of the Mortgaged Property is not reduced below its value immediately before the Additional Improvements are made and the usefulness, structural Alterations integrity or a series operating efficiency of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do the Mortgaged Property is not cost in excess of $1,000,000 with respect to any Related Premises and materially impaired, (ii) to install Equipment the Additional Improvements are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable Legal Requirements, (iii) the Additional Improvements or accessions to are promptly and fully paid for by the Equipment that, as to such Equipment or accessions, do not cost Institution in excess of $1,000,000, accordance with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(athe applicable contract(s) and Paragraph 26therefor, and (iv) the Additional Improvements do not change the nature of the Facility so that it would not constitute the Approved Facility. (b) If Tenant makes any Alterations pursuant All Additional Improvements to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value Facility Realty shall constitute a part of the Leased Premises shall not be lessened by any such Work or its usefulness impairedFacility, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this LeaseAgreement, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, Additional Improvements to the extent requested by Landlord or required by this LeaseMortgaged Property shall constitute a part of the Mortgaged Property, subject to the Mortgage. (c) If at any time after the Closing Date, the Institution shall make any Additional Improvements, the Institution shall notify an Authorized Representative of the Issuer of such Additional Improvements, with a copy to the provisions of Paragraphs 12(aInitial Purchaser, by delivering written notice thereof within thirty (30) and 19(a), whether or not such Work involves restoration days after the completion of the Leased PremisesAdditional Improvements.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 50,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises50,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises50,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have not make (i) any non-structural Alterations to the rightLeased Premises that cost more than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate for each Lease Year during the Term (such amount to be pro rated for the first Lease Year and last Lease Year of the Term) or (ii) any structural Alterations to the Leased Premises, without having first obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be requiredLandlord. Tenant shall not construct upon the Land Real Property any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be requiredrequired prior to the date such Alteration was installed at the Leased Premises. Notwithstanding the foregoing, during the initial three (3) Lease Years, Tenant shall have be permitted to perform Alterations related to the rightcreation of a secure area in connection with requirements imposed by Law (if applicable) or any governmental authorities upon Tenant as a result of any contracts or work performed for governmental entities at the Leased Premises, without the approval of or provided, Tenant shall provide Landlord with notice prior to Landlordperforming such Alterations and such Alterations shall: (v) be non-structural, to install any equipment(w) not cost, machinery and other personal property in the Improvements that are required for aggregate, in excess of Five Hundred Thousand Dollars ($500,000), (x) not impact or alter more than 75,000 square feet of the operation Leased Premises, (y) not result in a use at the Leased Premises not permitted pursuant to Paragraph 4 of its businessthis Lease, subject in all events to and (z) otherwise comply with the terms and conditions of this Paragraph 12(a) and Paragraph 2613. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) the product and results of all such Work (except for all personal property and all trade fixtures, machinery, office, manufacturing and warehouse equipment which are not necessary to the operation of the Leased Premises or Improvements) shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any commercially reasonable document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) if such Alterations will cost in excess of Seven Hundred Fifty Thousand Dollars ($750,000), Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the rightright at its sole expense, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make decorative, cosmetic, non-structural Alterations or a series to the interior of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to provided the Equipment thatsame are not visible from the exterior of the Improvements, as to such Equipment or accessionsincluding painting, do not cost in excess of $1,000,000, with respect to any Related Premisespartitions and carpeting, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires shall have no right to make structural any other Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings Leased Premises without having first obtained obtaining the prior written consent of Landlord and Lender, except that with respect to structural Alterations Landlord shall have the right to withhold its consent in its sole discretion. Landlord shall have the right to require Tenant to remove any Alterations at the expiration of the Term or the earlier termination thereof except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or constructs the Exchange Premises pursuant to Paragraph 34 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”)") whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document reasonably requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs Paragraph 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises. (c) Tenant shall not place a load upon the floor of the Leased Premises exceeding one hundred (100) pounds per square foot without Landlord's prior written consent (which consent may be withheld or conditioned in Landlord's sole discretion). Business machines, or fumes that may be transmitted to the Improvements or to any other leased space therein to such a degree as to be objectionable to the Landlord shall be placed, maintained, isolated, stored and/or vented by Tenant at its sole expense so as to absorb and prevent such vibration, noise, cold, heat or fumes. Tenant shall be responsible for any and all damage, injury, or claims resulting from moving of Tenant's equipment, furnishings and/or materials into or out of the Leased Premises or from the storage or operation of the same. Any and all damage or injury to the Leased Premises, the Improvements or the Land (or any part thereof) caused by such moving, storage or operation shall be repaired by Tenant, at Tenant's sole cost, to Landlord's reasonable satisfaction. (d) Tenant shall have the right to install or operate in the Leased Premises any small electrically operated standard office equipment as is typically used in modern offices. Tenant shall not install or operate in the Leased Premises any "non-standard" equipment without first obtaining the prior consent in writing of Landlord, which consent may, in Landlord's sole discretion, be conditioned on, among other matters, the payment by Tenant of Additional Rent in compensation for such excess consumption of water and/or electricity as may be occasioned by the operation of said equipment or machinery; nor shall Tenant install any other equipment whatsoever which will or may necessitate any changes, replacements or additions to the water system, plumbing system, heating system, air conditioning system or the electrical system of the Leased Premises or the Improvements without the prior written consent of Landlord, which consent may be withheld or conditioned in Landlords sole discretion; provided that, if Landlord shall consent to such installations, all additional utility facilities, changes, replacements or additions necessary to handle facilities, changes, replacements or additions necessary to handle such equipment shall be performed by Tenant at its sole expense in accordance with plans and specifications to be approved in writing, in advance, by Landlord.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to 500,000 in any Related Premises twelve (12) month period and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to 500,000 in any Related Premisestwelve (12) month period, so long as at the time of construction or installation of any such Alterations or Equipment or Alterations no Event of Default exists and described above, the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 500,000, or if Tenant desires to make structural Alterations to any Related the Leased Premises, the prior written approval of Landlord and Lender shall be required, which approval shall not be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and LenderLandlord, which consent shall not be unreasonably withheld. Landlord shall have the right to require Tenant to remove any Alterations which either (A) Tenant installed without Landlord’s prior consent, provided Landlord’s consent was required for such Alteration, or (B) Landlord notified Tenant, at the time of its consent, that Landlord requires such Alterations to be removed at the expiration of the Term, except for those Alterations required by Law and any Improvements or for which Landlord has agreed in writing Equipment existing as of the date of this Lease. As used herein, a “non-structural Alteration” shall mean an Alteration that removal will (x) does not be required. Tenant shall have affect any capital components of the right, without the approval of building systems or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events main service lines to the terms point of Paragraph 12(aentry into the Primary Building, and (y) and Paragraph 26does not affect the building structure, roof, or external appearance of any of the Improvements. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 20 (Expansion and Major Alterations) or as required by Paragraph 12 (Maintenance and Repair) or 17 Paragraph 19 (Restoration) (such Alterations and actions being hereinafter collectively referred to as “Work”)) whether or not Landlord’s consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iiiii) all such Work shall be expeditiously diligently completed in compliance with all Legal Requirements, (iviii) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (viv) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts thereto shall have be new and of a value and useful life quality at least equal to the greater of (A) the value and useful life on the date hereof of the Equipment or parts being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replaced, (viv) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such WorkWork in accordance with Paragraph 11, (viivi) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viiivii) all such Work shall be the property of Landlord and shall be subject to this Lease, and (viii) Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration Restoration of the Leased Premises. (c) Tenant agrees that title to any and all Alterations and Improvements of whatever nature at any time constructed, placed or maintained upon any part of the Land during the Term shall vest in Landlord and be and remain the property of Landlord upon the expiration or termination of this Lease, subject to Tenant’s rights under this Lease, and Tenant agrees, at its sole cost and expense, to execute, acknowledge, deliver and file all documents necessary or appropriate or reasonably requested by Landlord to effect the purposes of this Paragraph 13(c). (d) Landlord shall use good faith efforts to respond within ten (10) Business Days after receipt of Tenant’s written request for approval or consent of any Alterations. Tenant’s request shall contain a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters stating “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LEASE BY _____ WITH _____, TO _________. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED APPROVED”. If Landlord fails to respond or to provide objections to such request within such ten (10) Business Days, and Tenant sends a second notice containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters stating “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LEASE BY __________ WITH __________ TO ___________. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT HEREOF, YOUR APPROVAL SHALL BE DEEMED GRANTED”, Landlord shall be deemed to have approved or consented to such request if Landlord fails to respond or provide objections to such second written request before the expiration of such second five (5) Business Day period. (e) Notwithstanding the foregoing, Tenant shall have the right, without having obtained the prior written consent of Landlord, to install, maintain, operation, and remove one or more billboard signs (each, a “Billboard”) at the Property provided: (i) all installation, maintenance, and removal work in connection with such Billboard (collectively, “Billboard Work”) shall be performed by Tenant in a good and workmanlike manner in accordance with this Lease, (ii) all Billboard Work shall be diligently completed in compliance with all applicable Legal Requirements and Insurance Requirements, (iii) Tenant shall promptly discharge or remove all liens filed against the Leased Premises arising out of such Billboard Work in accordance with Paragraph 11, (iv) Tenant shall procure and pay for all permits and licenses required in connection with any such Billboard Work and the operation of the Billboard, (v) any Billboard Work will not affect the structure of the Improvements, (vi) Tenant shall provide prior written notice to Landlord of such Billboard Work, (vii) Tenant shall provide Landlord with a copy of an assignable agreement with respect to each Billboard (each, a “Billboard Agreement”), and (viii) each Billboard shall be removed at end of the Term, unless Landlord otherwise agrees in writing, and Tenant shall repair any damage resulting from such removal. All revenue generated by any Billboard shall belong to Tenant during the Term hereof, unless an Event of Default exists. Upon any Event of Default, Landlord may require that Tenant assign any Billboard Agreement to Landlord. (f) In no event shall Landlord have any right to construct any Alterations at the Leased Premises or any additional Improvements on any portion of the Land without Tenant’s consent in Tenant’s sole discretion, unless required by applicable Legal Requirements.

ALTERATIONS AND IMPROVEMENTS. (a) In addition to Alterations required by Paragraphs 12 and 17 Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained obtain the prior written consent of Landlord and Lender, to (i) make any Alterations to the Structures for a cost of not more than [INTENTIONALLY OMITTED] in any one instance, or (ii) install Building Systems Equipment in the Structures or accessions to the Building Systems Equipment the cost of which as to such Building Systems Equipment or series of related Building Systems Equipment, does not exceed [INTENTIONALLY OMITTED]. The consent of Landlord and Lender shall have be required (A) if a Monetary Event of Default exists, or (B) if the right to require Alterations (or a series of related Alterations) exceeds [INTENTIONALLY OMITTED], or (C) if Tenant desires to remove and not upgrade or replace during the Term any Alterations except for those Alterations required by Law Tenant Improvements which had an initial cost in the aggregate in excess of [INTENTIONALLY OMITTED], or for which (D) if Tenant desires to construct upon the Land any additional Improvements, provided that, with respect to (C) and (D) above, such consent shall not be unreasonably withheld or delayed. In any event, the consent of Landlord has agreed in writing that removal and Lender will not be required. Tenant shall have withheld on the rightbasis of the type of Alterations (i.e., without the approval of laboratory or notice office space) to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26be constructed. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, ; (iiiii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, ; (iviii) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, Insurance Requirements; (viv) if any such Work involves the replacement of Building Systems Equipment because of additions or parts theretochanges to the Structures (as opposed to repairs or replacements of Building Systems Equipment as part of an on-going maintenance program), all replacement replacements of Building Systems Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Building Systems Equipment being replaced replaced, or (B) the value and useful life on the Occupancy Date of the Building Systems Equipment being replaced, or (C) the value and useful life of the Building Systems Equipment being replaced immediately prior to the occurrence of the event which required its replacement; (v) if any such Work involves the replacement (assuming such of Building Systems Equipment or parts thereto in connection with an on-going maintenance program, reconditioned equipment and parts may be used and upon completion the Building Systems Equipment need not have a value and useful life greater than the value and useful life of the Building Systems Equipment or parts being replaced Equipment was then in immediately prior to the condition required by this Lease), occurrence of the event which requires its replacement; (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, ; (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, ; (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, ; and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises. (c) If, after the Occupancy Date, Tenant makes any Alterations to existing Tenant's Equipment or installs any additional Tenant's Equipment in the Structures, Tenant shall retain title to such Alterations and additional Tenant's Equipment ("Tenant Alterations") (except for replacements of, or repairs to, or substitutions for, the Structures and Building Systems Equipment) and shall have the right to remove the same upon the expiration or earlier termination of this Lease, provided that (1) such removal will not cause material damage to the Leased Premises, and (2) Tenant promptly repairs any damage caused by such removal. Title to any Alterations which are not Tenant Alterations shall vest in Landlord, and Tenant shall not be entitled to remove the same upon the expiration or earlier termination of this Lease.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant 4TH: No alterations, additions or improvements shall have be made without the right, without having obtained the prior written consent of the Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any unreasonably withheld. Any such Work alterations, additions or its usefulness impaired, (ii) all such Work shall improvements must be performed by Tenant done in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed ▇▇▇▇▇▇▇ like manner in compliance keeping with all Legal Requirements, (iv) all such Work building codes and regulations and in no way harm the structure of the demised premises. It is understood that Tenant intends to subdivide the one existing theater at the demised premises into five separate theaters. Tenant shall comply with the requirements conditions contained in a letter from the Township of all insurance policies required Cedar Grove Director of Community Development dated April 17, 1990, as modified by letter of April 30, 1990. At the expiration of this Lease or any extension thereof, Tenant, at its expense, upon written request from Landlord must restore the within demised premises to its original condition, except as shall have been modified by the above permitted subdivision and alterations made pursuant thereto. The Landlord reserves the right, before approving any such alterations, additions or improvements to require the Tenant to furnish him a good and sufficient bond, conditioned that it will save Landlord harm less from the payment of any claims either by way of damages or liens. All of such alterations, additions or improvements shall be made solely at the expense of the Tenant; and the Tenant agrees to protect, indemnify and save harmless the Landlord on account of any injury to third persons or property, by reason of any such alterations, additions or improvements, and to protect, indemnify and save harmless Landlord from the payment of any claim of any kind or character on account of bills for labor or material in connection therewith. Signs 5TH: The Tenant shall not place nor allow to be maintained placed any signs of any kind whatsoever, upon, in or about the said premises or any part thereof, except of a design and structure and in or at such places as may be indicated and consented to by Tenant hereunderthe Landlord in writing which shall not be unreasonably withheld. In case the Landlord or the Landlord's agents, (v) if employees or representatives shall deem it necessary to remove any such Work involves the replacement of Equipment signs in order to paint or parts theretomake any repairs, all replacement Equipment alterations or parts improvements in or upon said premises or any part thereof, they may be so removed but shall be replaced at true Landlords expense when said repairs, alterations or improvements shall have a value been completed. Any signs permitted by the Landlord shall at all times conform with all municipal ordinances or other laws and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesregulations applicable thereto.

ALTERATIONS AND IMPROVEMENTS. (a) Landlord has reviewed and approved the initial alterations contemplated by Tenant as described on Exhibit “F” (the “Initial Alterations”), comprising at least $40,000,000.00 in hard costs and soft costs (which soft costs shall not exceed customary and commercially reasonable amounts) and which shall among other things, upgrade, improve and enhance the value of the Building C, Building E and Building F, and acknowledges that such Initial Alterations shall not require further approval by Landlord but that Tenant shall deliver to Landlord the as-built drawings in CAD and hard copy and copies of any permits for such Initial Alterations upon completion thereof, as required below. Tenant shall not remove any portion of the Initial Alterations at the end of the Term and such Initial Alterations shall become a part of the Leased Premises and Landlord’s property. Tenant shall be required to complete the Initial Alterations on or before December 31, 2007, subject to reasonable extensions for force majeure delays, and in accordance with this Section 12. In connection with the Initial Alterations, Tenant shall provide Landlord and Lender, if not otherwise previously provided, with a copy the plans and specifications and budget for the Initial Alterations. (b) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make any improvements, alterations or modifications to the Premises the cost of which is less than Two Hundred and Fifty Thousand Dollars ($250,000) (so long as such improvements do not devalue the Leased Premises or increase Landlord’s obligations or liability during or after the Term in any way), (ii) to make non-structural Alterations which are reasonably required or a series desirable for the operation of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost Tenant’s business in excess of $1,000,000 with respect to any Related the Leased Premises and which are not visible from the exterior of the Leased Premises, or (iiiii) to install or replace Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished therebyEquipment. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe Leased Premises which are not covered by clauses (i), (ii) or (iii) above, the prior written approval of Landlord and Lender shall be requiredrequired which shall not be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lenderwhich shall not be unreasonably withheld, delayed or conditioned. Landlord shall have and Tenant acknowledge that Tenant is in the right business of providing telecommunications and collocation services to require Tenant its customers. Over the Term of this Lease it is likely that, due to remove technological innovations, the nature of these services and/or the equipment or facilities required to perform these services in an optimal manner may change. Landlord acknowledges that any Alterations except for those Alterations required by Law or for which Landlord has agreed to accommodate such changes in writing that removal Tenant’s business shall be deemed reasonable so long as they do not impair the value of the Leased Premises. An Alteration will not be required. Tenant shall have deemed to impair the rightvalue of the Leased Premises, without if the approval Alteration can be removed at the end of or notice the Term, and the Leased Premises can be reasonably restored to Landlord, their condition prior to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26such Alteration. (bc) If Tenant makes any Alterations pursuant to this Paragraph 13 Section 12 or as required by Paragraph 12 Sections 11 or 17 16 (such Alterations and actions being hereinafter collectively referred to as “Work”), then prior to commencing any Work, Tenant shall (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impairedsubmit to Landlord, for Landlord’s written approval, where required, detailed plans and specifications therefor in form satisfactory to Landlord, (ii) if such Alterations require a filing with any Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Laws to the extent necessary for such Work governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or certificates of insurance evidencing worker’s compensation coverage (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations) and comprehensive public liability (including property damage coverage) insurance, comprehensive form automobile liability insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents as additional insureds. All Alterations shall be performed by Tenant at Tenant’s sole cost and expense (A) in a good and workmanlike mannermanner using materials of first class quality, (iiiB) all such Work shall be expeditiously completed in compliance with all Legal RequirementsLaws, and (ivC) all such Work shall comply in accordance with the requirements plans and specifications previously approved by Landlord. Tenant shall at its cost and expense obtain all approvals, consents and permits from every Governmental Authority having or claiming jurisdiction prior to, during and upon completion of all insurance policies required to be maintained by Tenant hereunder, (v) if such Alterations. If any such Work involves the replacement of existing Equipment or parts thereto, and except in instances where such Equipment is obsolete, all replacement Equipment or parts shall have a functional value and useful life equal to the greater lesser of (A) the functional value and useful life on the date hereof of the Equipment being replaced or (B) the functional value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) . Tenant shall promptly discharge reimburse Landlord, as Additional Rent and upon demand, for any and all costs and expenses incurred by Landlord in connection with Landlord’s review of Tenant’s plans and specifications for any such Alteration, not to exceed fifteen hundred dollars ($1500). (d) Landlord agrees to respond to any written request for approval of all Tenant’s plans and specifications for any Alterations (“Tenant’s Plans”) within ten (10) Business Days after Tenant’s request, provided Tenant’s Plans comply in all material respects with the requirements of this Section 12. In addition, Landlord agrees to respond to any resubmission of Tenant’s Plans within five (5) Business Days after written resubmission. If Landlord either fails to approve or disapprove any Tenant’s Plans on or before the end of the applicable review period set forth herein, such Tenant’s Plans or revisions thereto shall be deemed to be approved by Landlord. Tenant may at the time that any Tenant’s Plans are submitted to Landlord also request that Landlord indicate whether or not the Alterations described in such Tenant’s Plans will be required to be removed at the end of the Term or upon the earlier termination of this Lease. In the event that any Alterations or new equipment are in the category that do not require Landlord’s consent for the construction or installation thereof, Tenant may remove all liens filed against such items at the end of the Term, at Tenant’s election. (e) Upon completion of any Alterations and any work pursuant to this Section 12, Tenant, at its expense, shall promptly obtain certificates of final approval of such Alterations as may be required by any Governmental Authority, and shall furnish Landlord with copies thereof, together with “as built” plans and specifications for such Alterations prepared on an Autocad Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept). (f) Tenant shall, at Tenant’s sole cost and expense, upon the expiration of the Term or earlier termination of this Lease, at the request of Landlord remove all, or a portion of (as specified in such request), Alterations made during the Term of this Lease and restore the Leased Premises arising out to their condition as of such Workthe date hereof, normal wear and tear excepted. Notwithstanding the foregoing, Tenant shall not be required to remove the following at the end of the Term or earlier termination of this Lease: (i) Initial Alterations, (viiii) Alterations which Landlord has previously agreed to in writing that Tenant shall procure not be required to remove, and pay (iii) Alterations which are substantially consistent in form or function to the Improvements existing as of the date hereof or the Initial Alterations. Notwithstanding anything to the contrary, Tenant shall not be permitted to remove any Initial Alterations and improvements and equipment existing on the Leased Premises as of the date hereof or any new improvements or equipment added subsequent to the date hereof which are necessary for the operation of the IBX Facility or Commercial Facility (except to the extent replaced or removed prior to the expiration of the Term or earlier termination of this Lease in accordance with the provisions hereof) and all permits and licenses required in connection with any such Work, (viii) all such Work Alterations remaining on the Leased Premises at the end of the Term of this Lease shall be become the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not at such Work involves restoration of the Leased Premisestime.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant During the Lease Term, Lessee shall have not alter the rightexterior, structural, plumbing or electrical elements of the Property in any manner without having obtained the consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Lessee may undertake nonstructural alterations to the Property, individually, costing less than $100,000 without Lessor's prior written consent of Landlord and Lender and provided that no Event of Default then existsconsent. Additionally, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord Lessee shall have the right to require Tenant make such improvements and alterations to remove any Alterations except the Property as may be necessary to address changes in Lessee's manufacturing line and equipment without Lessor's prior written consent as long as such improvements or alterations do not impact structural components of the Property. If Lessor fails to respond to a request for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of an alteration as contemplated herein within thirty (30) days of such written request, Lessor shall be irrevocably deemed to have consented to such alteration. If Lessor's consent is required hereunder and Lessor consents or notice is deemed to Landlordhave consented to the making of any such alterations, the same shall be made by Lessee at Lessee's sole expense by a licensed contractor and according to install plans and specifications approved by Lessor and subject to such other conditions as Lessor shall reasonably require. Any work at any equipmenttime commenced by Lessee on the Property shall be prosecuted diligently to completion, machinery shall be of good workmanship and other personal property in the Improvements that are required for the operation of its business, subject in materials and shall comply fully with all events to the terms of Paragraph 12(athis Lease and all Legal Requirements. Upon completion of any alterations individually costing $100,000 or more, Lessee shall promptly provide Lessor with evidence of full payment to all laborers and materialmen contributing to the alterations. Additionally, upon completion of any alterations, Lessee shall promptly provide Lessor with (a) an architect's certificate certifying the alterations to have been completed in conformity with the plans and Paragraph 26. specifications (if the alterations are of such a nature as would require the issuance of such a certificate from the architect); (b) If Tenant makes a certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate of occupancy); and (c) any Alterations other documents or information reasonably requested by Lessor. Lessee shall keep the Property free from any liens arising out of any work performed on, or materials furnished to, the Property. Lessee shall execute and file or record, as appropriate, a "Notice of Non-Responsibility," or any equivalent notice permitted under applicable Law in the state where the Property is located which provides that Lessor is not responsible for the payment of any costs or expenses relating to the additions or alterations. Any addition to or alteration of the Property shall be deemed a part of the Property and belong to Lessor, and Lessee shall execute and deliver to Lessor such instruments as Lessor may require to evidence the ownership by Lessor of such addition or alteration. Notwithstanding the foregoing, any trade, manufacture, ornament (including signs) or other fixtures installed or affixed to the Property pursuant to this Paragraph 13 Section 7.02 by Lessee related to Lessee's trade or as required by Paragraph 12 or 17 business (such Alterations and actions being hereinafter collectively referred to as “Work”)collectively, then (i"Trade Fixtures") the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this LeaseLessee, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration regardless of the Leased Premisesmanner or mode of attachment thereof.

ALTERATIONS AND IMPROVEMENTS. (a) The Tenant shall may make or have made interior alterations, improvements, decorations, installations and substitutions (collectively called "Tenant's Improvements"), to the right, Demised premises without having obtained the prior written consent of Landlord and Lender and provided that the Landlord, but shall make no Event of Default then exists, (i) to make non-structural Alterations alterations or a series of related non-structural Alterations that, as to any such Alterations exterior improvements or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings additions without having first obtained the prior written consent of Landlord. Any improvements or alterations in the Demised Premises made by the Tenant (including, without limitation, permanent partitions, wall paneling and lighting fixtures, but excepting the Tenant's Property (as defined in Section 14)) shall be and remain the property of the Landlord and, except as provided in Section 20, shall remain upon and Lenderbe surrendered with the Demised Premises at the termination of the term of this lease. If the Landlord shall have consents to any such alterations, improvements or additions, it may impose such conditions with respect thereto as the right to require Landlord reasonably deems appropriate, including, without limitations, requiring the Tenant to remove any Alterations except furnish the Landlord with security for those Alterations required by Law or the payment of all costs to be incurred in connection with such work, insurance against liabilities which may arise out of such work and plans, specifications and permits necessary for which Landlord has agreed in writing that removal will not be requiredsuch work. Upon completion of such work the Tenant shall have deliver to the right, without the approval of or notice to Landlord, if payment is made directly to install any equipmentcontractors, machinery evidence of payment, contractors' affidavits and other personal property in the Improvements that are required full and final waivers of all liens for the operation labor, services of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26materials. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations The Tenant, at its expense, shall obtain all necessary governmental permits and actions being hereinafter collectively referred to as “Work”), then (i) certificates for the market value commencement and prosecution of the Leased Premises Tenant's improvements (other than the Landlord's Work) and for final approval thereof upon completion, and shall not be lessened by any such Work or its usefulness impaired, cause the Tenant's Improvements (iiother than the Landlord's Work) all such Work shall to be performed by Tenant in compliance therewith and with all applicable laws and requirements of public authorities, and in a good and workmanlike mannermanner using only good grades of materials. (c) The Tenant's Improvements shall not constitute the basis for a claim against the Landlord, nor a lien or charge upon or against the Demised Premises, and if at any time any such claim, lien or charge shall be filed against the Demised Premises, the Tenant shall cause such claim, lien or charge to be properly released of record within forty-five (iii45) days after the filing thereof, and if the Tenant shall fail to do so, then the Landlord may discharge the same. The Tenant shall defend, indemnify and save harmless the Landlord from and against any and all such Work shall be expeditiously completed claims, liens and charges, and all costs and expenses, including reasonable attorney's fees, incurred by the Landlord in compliance with all Legal Requirements, (iv) all such Work shall comply with procuring the requirements discharge of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment claim, lien or parts thereto, all replacement Equipment charge or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any Initials _________ (Landlord) _________ (Tenant) action or proceeding brought thereon. (d) The Tenant shall pay for all materials, excluding Tenant's equipment and personal property constituting Tenant's Improvements, and the Tenant agrees that none of such Work, (viii) all such Work materials that are incorporated into and made a part of the building or real estate shall be the property of Landlord and shall be at any time subject to this Leaseor encumbered by any lien, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing security interest, encumbrance, charge, installment sales contract or the assignment to Landlord interest of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto person, firm or therein, and (ix) Tenant shall comply, to the extent requested by Landlord corporation whether created voluntarily or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesinvoluntarily.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 250,000 and (iiiii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises250,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises250,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord , which shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the rightunreasonably withheld, without the approval of delayed or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26conditioned. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document reasonably requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant The Lessee shall have the rightprivilege from time to time of making Additional Improvements to the Facility Realty as it may determine in its discretion to be desirable for its uses and purposes, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, that: (i) to make non-as a result of the Additional Improvements, the fair market value of the Facility is not reduced below its fair market value immediately before the Additional Improvements are made and the usefulness, structural Alterations integrity or operating efficiency of the Facility is not materially impaired, (ii) the Additional Improvements are effected with due diligence, in a series good and workmanlike manner and in compliance with all applicable Legal Requirements, (iii) the Additional Improvements are promptly and fully paid for by the Lessee in accordance with the terms of related non-structural Alterations thatthe applicable contract(s) therefor, as to any such Alterations or series of related Alterations, and (iv) the Additional Improvements do not cost in excess change the nature of $1,000,000 with respect the Facility so that it would not constitute the Approved Facility and a qualified “project” within the meaning of the Act. (b) All Additional Improvements shall constitute a part of the Facility, subject to the Company Lease and this Agreement. (c) If at any Related Premises time after the Operations Commencement Date, the Lessee shall make any Additional Improvements, the Lessee shall (i) notify an Authorized Representative of the Agency of such Additional Improvements by delivering written notice thereof within thirty (30) days after the completion of the Additional Improvements, and (ii) to install Equipment in take the Improvements or accessions actions required by Section 5.1(f). (d) In addition to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related PremisesFacility Personalty, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord Lessee shall have the right to require Tenant install or permit to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will be installed at the Facility Realty, machinery, equipment and other personal property at the Lessee’s own cost and expense (the “Lessee’s Property”). Once so installed, the Lessee’s Property shall not constitute Facility Personalty and shall not be requiredsubject to the Company Lease or this Agreement, nor constitute part of the Facility, provided that the same is not made fixtures appurtenant to the Facility Realty. Tenant The Lessee shall have the rightright to create or permit to be created any mortgage, encumbrance, lien or charge on, or conditional sale or other title retention agreement with respect to, the Lessee’s Property, without the approval consent of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26Agency. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations performed during any consecutive twelve (12) month period that, as to any single Alterations does not cost in excess of $3,000,000.00 or as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 5,700,000.00 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises3,000,000.00, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished therebythereby (provided that the references herein to $3,000,000 and $5,700,000 shall be subject to CPI Adjustment). If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 the applicable threshold amounts set forth above or if Tenant desires to make structural Alterations to any Related the Leased Premises, then, in each instance, the prior written approval of Landlord and Lender shall be required; provided that, as to any Alterations required by applicable Law (whether or not structural) and any other non-structural Alterations only, Landlord agrees that (i) it shall not unreasonably withhold, delay or condition its approval thereto and (ii) Landlord's failure to approve or disapprove of such Alterations within thirty (30) days after Tenant provides Landlord with the plans and specifications therefor shall be deemed Landlord's approval thereof. Notwithstanding the foregoing, Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lenderin its sole discretion. Landlord shall have the right to require Tenant to remove any Alterations except for those (i) Alterations required by Law Law, (ii) Alterations for which Landlord's approval is not required hereunder or for which Landlord's approval was deemed given as provided above or (iii) Alterations as to which Landlord, at the time it approves same, fails to notify Tenant that same would be required to be removed upon the expiration or termination of the Term. With respect to any Alterations consented to or approved by Landlord has agreed in writing that removal will not be hereunder (or if no such consent or approval is required. , so long as such Alterations comply with the provisions of this Lease and applicable Law), Landlord shall reasonably cooperate with Tenant shall have the right, without the approval of or notice (at no cost to Landlord) and, upon the request of Tenant, shall execute, consent to, approve and/or authorize, as applicable, such filings, plans, applications or the like required by the applicable governmental authorities in order for Tenant to install any equipment, machinery obtain such governmental approvals and other personal property in the Improvements that are required for the operation of its business, subject in all events permits necessary to the terms of Paragraph 12(a) commence and Paragraph 26complete such Alterations. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 35 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”)") whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any each Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, 500,000 so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, Alterations or series of related non-structural AlterationsAlterations is in excess of $1,000,000 with respect to each Related Premises, or if the cost of any Equipment or accessions thereto is in excess of $1,000,000 500,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required, provided that Landlord shall respond to any such request from Tenant to permit Alterations to remain within thirty (30) days following written receipt of Tenant’s request. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work in any material respect or its usefulness impairedimpaired in any material respect, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and remaining useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge discharge, bond or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall may make alterations, additions, or improvements to the Building or the Land that do not affect the exterior of the Building and that have a cost expected to be less than or equal to one hundred thousand dollars ($100,000) per alteration, addition or improvement (not including the right, cost of related equipment) without having obtained the prior written consent of Landlord and Lender and provided Landlord. Tenant shall obtain Landlord’s consent prior to making any alteration, addition, or improvement that no Event affects the exterior of Default then exists, (i) the Building or that is expected to make non-structural Alterations or have a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of one hundred thousand dollars ($1,000,000 100,000) per alteration, addition or improvement (not including the cost of related equipment), which consent shall not be unreasonably withheld, conditioned, or delayed. (b) Tenant shall give Landlord notice of its intent to make alterations, additions, or improvements to the Building or the Land that have a cost expected to exceed $25,000 per alteration, addition or improvement project at least ten (10) Business Days prior to commencing such work, except in the event of an emergency, in which case such notice shall be given as soon thereafter as practical. (c) In connection with respect any alterations, additions, or improvements to any Related Premises the Building or the Land made by Tenant, Tenant shall comply with all reasonable requirements of Landlord relating to (i) compliance with the Declaration (including obtaining required approvals from the Committee (as defined in the Declaration)), building codes and other laws, (ii) to install Equipment in the Improvements protection of the integrity, condition and proper functioning of the roof, walls, foundations, and other structural elements of the Building and of the Building’s mechanical, electrical, and plumbing systems and equipment, (iii) the employment and bonding of contractors, (iv) insurance, (v) the preservation of the value of the Building and (vi) other related matters as reasonably determined by Landlord. All alterations, additions or accessions improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings, and other fixtures (excluding Tenant’s trade, food service and kitchen fixtures and/or equipment) made by, for, or at the direction of Tenant shall become the property of Landlord when made, and shall remain upon the Property at the expiration or earlier termination of this Lease. Notwithstanding anything to the Equipment thatcontrary herein, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require access the roof of the Building from time to time for the purposes of installing, operating and maintaining up to three (3) telecommunication dishes, including, without limitation, wireless internet and television dishes; provided that Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will shall not be required. Tenant shall have permitted to do anything upon the right, without roof of the approval of Building which would void or notice to Landlord, to install any equipment, machinery and other personal property in impair the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26roof warranty. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vid) Tenant shall promptly discharge or remove all liens filed against any of be responsible for the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord construction of all estateTenant Finish, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesat its sole expense.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant Lessee shall have not alter the rightexterior, structural, plumbing or electrical elements of any of the Properties in any manner without the consent of Lessor, which consent shall not be unreasonably withheld or conditioned; provided, however, without having obtained Lessor's consent, Lessee may undertake such alterations to any of the prior written consent of Landlord and Lender and provided that no Event of Default then exists, Properties which (i) to make non-structural Alterations or a cost less than $250,000 per Property for any related series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises alterations and (ii) to install Equipment in do not affect the Improvements foundation or accessions "footprint" of the improvements at the Properties. For purposes of this Lease, alterations to the Equipment thatexterior, as to such Equipment structural, plumbing or accessions, do not cost in excess electrical elements of $1,000,000, with respect to any Related Premises, so long as the Properties shall mean: (i) alterations which affect the foundation or "footprint" of the improvements at the time Properties; (ii) alterations which involve the structural elements of construction the improvements at the Properties, such as a load-bearing wall, structural beams, columns, supports or installation roof; or (iii) alterations which materially affect any of the building systems, including, without limitation, the electrical systems, plumbing, HVAC and fire and safety systems. If Lessor's consent is required hereunder and Lessor consents to the making of any such Equipment alterations, the same shall be made by Lessee at Lessee's sole expense by a licensed contractor and according to plans and specifications approved by Lessor (such approval not to be unreasonably withheld or Alterations no Event of Default exists delayed) and the value and utility subject to such other conditions as Lessor shall reasonably require. Any work at any time commenced by Lessee on any of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender Properties shall be required. Tenant prosecuted diligently to completion, shall not construct upon the Land any additional buildings without having first obtained the prior written consent be of Landlord good workmanship and Lender. Landlord materials and shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in comply fully with all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes this Lease. Upon completion of any Alterations pursuant to this Paragraph 13 or as alterations for which Lessor's consent is required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)hereunder, then Lessee shall promptly provide Lessor with (i) evidence of full payment to all laborers and materialmen contributing to the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impairedalterations, (ii) all a certificate of occupancy (if the alterations are of such Work shall be performed by Tenant in a good nature as would require the issuance of a certificate of occupancy), and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements any other documents or information reasonably requested by Lessor. Any addition to or alteration of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out Properties shall automatically be deemed a part of such Work, (vii) Tenant shall procure the Properties and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject belong to this LeaseLessor, and Tenant Lessee shall execute and deliver to Landlord any document requested Lessor such instruments as Lessor may require to evidence the ownership by Landlord evidencing the assignment to Landlord Lessor of all estatesuch addition or alteration. Lessee shall execute and file or record, rightas appropriate, title and interest (other than the leasehold estate created hereby) a "Notice of Tenant Non-Responsibility," or any other Person thereto or therein, and (ix) Tenant shall comply, to equivalent notice permitted under applicable law in the extent requested by Landlord or required by this Lease, with states where the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesapplicable Properties are located.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have not make any structural or exterior changes in, or additions or alterations to the rightexterior of, the Premises, or any additions or alterations to the Personal Property, without having obtained the Landlord’s prior written consent, which consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law be unreasonably withheld, conditioned, or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26delayed. (b) If Tenant makes shall not make any Alterations pursuant material interior change in, or addition or alteration to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)the interior of, then the Premises that either: (i) costs in excess of Twenty-Five Thousand Dollars ($25,000); (ii) either cannot be removed by Tenant at the market value end of the Leased Term such that the Premises cannot be restored by Tenant to the same condition as it exists on the Effective Date; or (iii) requires work within the walls, below the floor or above the ceiling, in each case without Landlord’s prior written consent, which consent shall not be lessened by unreasonably withheld, conditioned, or delayed. (c) If Landlord consents to any changes, additions, or alterations, or such Work changes, additions, or its usefulness impairedalterations are otherwise permitted, (ii) all such Work they shall be made at Tenant’s sole cost and expense and shall be performed by Tenant in a good first-class and workmanlike mannermanner on a level consistent with the age and condition of the Buildings and other improvements comprising the Premises on the Effective Date, (iii) all such Work shall be expeditiously completed or of the Personal Property, as applicable, and in compliance accordance with all Legal Requirementsapplicable legal and insurance requirements and the terms and provisions of this Lease. Upon completion of changes, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderadditions, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal alterations to the greater of Premises, Tenant shall deliver to Landlord: (i) a sworn affidavit from Tenant and its general contractor (if Tenant is not acting as its own general contractor) in form and substance reasonably acceptable to Landlord stating – (A) in reasonable detail the value actual costs paid by Tenant for construction and useful life on the date hereof completion of the Equipment being replaced or alterations, (B) the value names and useful life addresses of all architects, contractors, subcontractors or suppliers in respect of the Equipment being replaced immediately alterations, and (C) that all of the persons identified in the sworn affidavit required pursuant to clause (i)(B) have been paid in full; and (ii) full and final mechanic’s lien waivers, in form and substance reasonably acceptable to Landlord, from each person identified in the sworn affidavit required pursuant to clause (i)(B). (d) Changes, alterations, additions, and improvements to the Property made by Tenant shall become the property of the Landlord upon the Expiration Date unless Tenant, prior to the occurrence of Expiration Date, removes such improvements and restores the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, Property to the extent requested by Landlord or required by this Lease, with same condition as existed on the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesEffective Date.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any each Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, 500,000 so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, Alterations or series of related non-structural AlterationsAlterations is in excess of $1,000,000 with respect to each Related Premises, or if the cost of any Equipment or accessions thereto is in excess of $1,000,000 500,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. , provided that Landlord shall respond to any such request from Tenant shall have the right, without the approval to permit Alterations to remain within thirty (30) days following written receipt of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26Tenant’s request. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work in any material respect or its usefulness impairedimpaired in any material respect, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and remaining useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge discharge, bond or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 250,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises250,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-non structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 250,000, or if Tenant desires to make structural Alterations to any Related the Leased Premises, the prior written approval of Landlord and Lender shall be required, which approval Landlord will not unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, as long as Tenant shall not construct upon complies with all applicable governmental laws and regulations, Tenant may install, repair, and replace its Trade Fixtures within the Land any additional buildings without having first obtained the prior written consent of Landlord Leased Premises, but Tenant must remove such Trade Fixtures and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. required upon the expiration or earlier termination of this Lease and repair any damage caused by such removal, provided, however, that Tenant shall have not be required to remove any Alterations in or on the rightLeased Premises that exist as of the date hereof. Landlord agrees that within thirty (30) days of receipt of a written request from Tenant requesting Landlord's agreement that certain proposed Alterations not be required to be removed upon the expiration or earlier termination of the Lease, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property Landlord shall notify Tenant in the Improvements that are required for the operation writing of its business, subject in all events to the terms approval or denial of Paragraph 12(a) and Paragraph 26such request. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"). whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to make structural alterations not exceeding in each case $500,000 in cost and (iii) to install Equipment equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related PremisesEquipment, so long as at the time of construction or installation of any such Equipment equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe Leased Premises other than as provided above, the prior written approval of Landlord and Lender shall be required, which approval shall not be unreasonably withheld. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord Landlord, which approval shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26unreasonably withheld. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 500,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises500,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If (i) the cost of any non-structural Alterations, Alterations or series of related non-structural AlterationsAlterations is in excess of $500,000, (ii) the cost of any Equipment or accessions thereto is in excess of $1,000,000 500,000, or if (iii) Tenant desires to make structural Alterations to any Related the Leased Premises, the prior written approval of Landlord and Lender shall be required, which approval by Landlord shall not be unreasonable withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law Law, Alterations made for office use or uses ancillary there (i.e., cafeteria, health club or retail) so long as any such Alterations do not lessen the market value of the Leased Premises, or Alterations for which Landlord has agreed in writing that removal will not be required. Landlord acknowledges that as of the Commencement Date certain roofing repair work is being performed at the Leased Premises at the direction of Tenant shall have (the right"▇▇▇▇▇ Roofing Work"), without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events consents to the terms ▇▇▇▇▇ Roofing Work and agrees that the cost of the ▇▇▇▇▇ Roofing Work shall not be counted towards the $500,000 non-structural Alteration threshold for consent noted above. Tenant acknowledges that the ▇▇▇▇▇ Roofing Work shall be subject to the requirements of Paragraph 12(a) and Paragraph 2613(b). (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”"WORK"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) if the cost of such Alterations is in excess of $500,000, Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(aParagraph 19(a)(i), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations to the Leased Premises, (ii) structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 250,000 with respect to any Related Premises and (iiiii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises250,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not materially diminished thereby. If the cost of For any non-structural Alterations, series of related non-structural Alterations, other Alterations or Equipment or accessions thereto the cost of which is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises250,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned, and such approval shall not, in any event, include any requirement that the space to be improved must be returned to its original condition at the end of the Term if the Alterations are of general utility and do not adversely affect the value of the Leased Premises. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened in any material respect by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant or its contractors in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises. (c) Tenant shall have the right at any time during the Term to install and remove Tenant's Property which shall remain Tenant's Property (subject to Tenant's obligations to repair and restore).

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, to make (i) to make non-structural Alterations that do not affect the structural integrity of the Improvements, or adversely affect any of the mechanical or electrical systems of the Improvements, (ii) Alterations that are required in order to comply with Law, (iii) structural Alterations or a series of related non-structural Alterations that, as to any such structural Alterations or series of related structural Alterations, do not cost in excess of $1,000,000 with respect to 500,000 and that do not affect the structural integrity of the Improvements or adversely affect any Related Premises of the mechanical or electrical systems in the Improvements and (iiiv) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises500,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises500,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not ---- Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) with respect to Alterations or a series of related Alterations that cost in excess of $500,000, Tenant shall comply, to the extent reasonably requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to 250,000 for any one Related Premises (or $1,500,000 in the aggregate) and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to 250,000 for any one Related PremisesPremises (or $1,500,000 in the aggregate), so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 250,000 for any one Related Premises (or if Tenant desires to make structural Alterations to any Related Premises$1,500,000 in the aggregate), the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord , which consent shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the rightunreasonably withheld, without the approval of delayed or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26conditioned. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 hereof or as required by Paragraph 12 or 17 hereof (such Alterations and actions being hereinafter collectively referred to as “Work”"WORK"), then (i) the market value of the Leased Premises or any Related Premises shall not be materially lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations to the Leased Premises that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises the Alteration Amount and (ii) to install Equipment in the Improvements which are part of the Leased Premises or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premisesthe Alteration Amount, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe Alteration Amount, the prior written approval of Landlord and Lender shall be requiredrequired or if Tenant desires to make structural Alterations to the Leased Premises. Tenant shall not construct upon the Land any additional buildings or improvements without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), whether or not Landlord’s consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously diligently completed within a reasonable time period and in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) subject to Paragraph 14, Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document reasonably requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 500,000.00 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment at any Related Premises that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises500,000.00, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 500,000.00 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant , which approval shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lenderbe unreasonably withheld. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing performed after the date of this Lease that removal will not be required. Tenant shall have the right, without the approval of or notice to require Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to ’s consent under the terms of this Paragraph 12(a13(a) and Paragraph 26for which Tenant failed to obtain Landlord’s consent. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-non- structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related AlterationsAlterations (within any period), do not cost in excess of $1,000,000 with respect to any Related Premises the Threshold Amount and (ii) to install Equipment Building Systems and Components in the Improvements or accessions to the Equipment Building Systems and Components that, as to such Equipment Building Systems and Components or accessionsaccessions (installed within any period), do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be requireddeemed approved by Landlord. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)) whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or have its usefulness impairedimpaired in any material respect, (iii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iiiii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iviii) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (viv) if any such Work involves the replacement of Equipment Building Systems and Components or parts thereto, all replacement Equipment Building Systems and Components or parts shall have a value and useful life at least equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment Building Systems and Components being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment Building Systems and Components was then in the condition required by this Lease), (viv) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (viivi) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viiivii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document reasonably requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ixviii) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, (i) to make non-structural Alterations to the Leased Premises, (ii) to make structural Alterations or a series of related non-structural Alterations to the Leased Premises that, as to any such Alterations Alterations, or series of related Alterations, do thereof does not cost in excess of $1,000,000 with respect to any Related Premises 500,000 and (iiiii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises200,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, Alterations or series of related non-structural Alterations, Alterations is in excess of $500,000 or if the cost of any Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises200,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Lender and Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law not unreasonably withhold or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26delay such consent. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.extent

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations as to any Related Premises that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 250,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect 250,000 as to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased applicable Related Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 250,000 as to any Related Premises, the prior written approval of Landlord which approval shall not be unreasonably withheld or if delayed. If Tenant desires to make structural Alterations to any Related Premises, such structural Alterations shall, in each instance, require the prior written approval of Landlord and Lender shall be requiredLandlord. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and LenderLandlord. Landlord shall have the right to require Tenant to remove any Alterations except for (A) those Alterations required by Law or for which (B) those Alterations under clauses (i) and (ii) above that do not require Landlord’s approval and (iii) those Alterations approved by Landlord has agreed in writing writing, unless Landlord notifies Tenant at the time such approval is granted that removal thereof will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”). whether or not Landlord’s consent is required, then (i) the market value of the Leased Premises (or any Related Premises) shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply in all material respects with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises. (c) Promptly (but in any event not later than thirty (30) days) after the date of this Lease, Landlord shall cause the applicable contractor or contractors to commence the Roosevelt III Core Work and, upon completion thereof, Landlord shall cooperate and/or cause such contractor(s) to cooperate with Tenant in obtaining any certificates or permits required by Tenant to commence and complete the TI Work. Landlord acknowledges that Tenant has caused or intends to cause the TI Work to be performed at the Roosevelt III Premises and Roosevelt D Premises and Tenant agrees that the performance of such TI Work shall constitute Work for all purposes under this Lease. Tenant covenants and agrees (i) to submit the Plans for the TI Work to Landlord not later than forty five (45) days after the date of this Lease (ii) to cause such TI Work at the Roosevelt D Premises to commence not later than forty five (45) days after the date of this Lease and to cause such TI Work at the Roosevelt III Premises to commence not later than ten (10) days after the date the Roosevelt III Core Work is substantially completed, and to diligently pursue final completion thereof whether or not the funds in the Renovation Work Escrow Account are sufficient therefor; provided that, in no event shall the final completion of the TI Work occur later than July 1, 2003, subject to extension (not to exceed ninety (90) days) by reason of Force Majeure (iii) to cause the TI Work to be performed in a good and workmanlike manner and substantially in accordance with the Plans, the terms of the general construction contract and the final cost construction budget for the Renovation Work as approved by Landlord (the “Budget”) and to expend an aggregate amount not less than the Project Costs in connection with the Renovation Work (and in accordance with the parameters set forth in such definition), (iv) that, if at any time during the progress of the TI Work, the total funds in the Renovation Work Escrow Account shall be insufficient, in the reasonable judgment of Landlord, to pay all costs necessary to complete any uncompleted portion of the TI Work, then Tenant shall, within fifteen (15) days after the written request of Landlord, deposit in the Renovation Work Escrow Account an amount equal to the deficiency; provided that, if any such sums so deposited by Tenant are not expended on the TI Work, then such sums shall be reimbursed to Tenant upon compliance with the provisions of this Paragraph 13, (v) that Tenant shall receive and hold any funds distributed from the Renovation Work Escrow Account in trust solely for the purpose of paying or reimbursing costs incurred in connection with the TI Work, (vi) that Tenant shall not amend, modify or supplement the general construction contract in any respect, except pursuant to change orders reasonably approved by Landlord, and shall not attempt to terminate, whether by legal proceedings or otherwise, the general construction contract without the prior written consent of Landlord, and (vii) that the general construction contract and all material subcontracts shall be guaranteed maximum price contracts or such other contracts as are reasonably satisfactory to Landlord in all respects. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to fund any amounts in excess of $7,700,000 towards the completion of the Renovation Work, and Tenant shall be and remain obligated to complete the TI Work whether or not funds remaining in the Renovation Work Escrow account are sufficient therefor. (d) Not less than ten (10) days prior to the date on which any advance of escrowed funds from the Renovation Work Escrow Account (each, an “Advance”) will be required to pay Project Costs, Tenant shall submit to Landlord and Landlord’s Consultant a request for advance (each, a “Request for Advance”) setting forth the total amount of Project Costs for which such Advance is required, broken down by the categories identified in the cost Budget, together with the following items: (i) receipted bills, bills, paid invoices, payroll records or other evidence satisfactory to Landlord supporting each item of the Project Costs covered by such Request for Advance; (ii) a certificate of the General Contractor (with a certificate from Tenant that, as to matters set forth in the following clauses (ii) and (iii), Tenant has no knowledge of such matters other than as set forth in such General Contractor’s certificate) to the effect that: (A) the Renovation Work performed to date has been performed in a good and workmanlike manner and substantially in accordance with the Plans and the progress thereof is such that the Renovation Work will be completed by the Completion Date and General Contractor knows of no reason why the amount in the Budget for hard costs after such Advance is not sufficient to complete the Renovation Work in accordance with the Plans; (B) the amount of the hard costs for which such Advance is required is justly due to the General Contractor for work, labor or materials furnished for the Renovation Work insofar as actually incorporated therein (or stored on the applicable Related Premises up to the date of such Request for Advance (in the case of the first Request for Advance) or to the date of such Request for Advance from the date of the previous Request for Advance (in the case of any subsequent Request for Advance); and (C) no part of the Project Costs described in such Request for Advance has been made the basis for any previous Advance; (iii) a certificate of the General Contractor, and confirmed by Tenant’s architect, to the effect that the amount of such Advance (excluding soft costs) is not greater than the actual value of work and labor done on and materials incorporated or stored at the applicable Related Premises up to the date of such certificate (in the case of the first such certificate) or to the date of such certificate from the date of the previous certificate (in the case of any subsequent such certificate), less Retainage, and specifying the stage and percentage of completion which has been achieved by each of the various trades engaged in the performance of the Renovation Work; and (iv) if a portion of the Advance is requested for soft costs, a certificate of Tenant (A) to the effect that the amount of the soft costs for which such Advance is required is justly due to the parties specified in the request, (B) specifying the stage and percentage of completion of the amount remaining in the soft cost category for which such Advance is requested; and (C) the amount of such requested Advance, together with all prior Soft Cost Advances does not exceed the Soft Cost Cap. (e) Advances shall not be made more frequently than once each month. Notwithstanding any other provisions of this Paragraph 13 and without receiving Requests for Advances for such Advances, Landlord may at any time or from time to time make Advances (i) to satisfy any condition hereof (but not to pay amounts being contested in good faith pursuant to and in accordance with Paragraph 14 of this Lease) or to cure any Event of Default, (ii) to pay any Basic Rent then due and payable, (iii) to pay the reasonable fees and expenses of counsel for

ALTERATIONS AND IMPROVEMENTS. (a) In addition to Alterations required by Paragraphs 12 and 17 Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained obtain the prior written consent of Landlord and Lender, to (i) make any Alterations to the Structures for a cost of not more than [INTENTIONALLY OMITTED] in any one instance, or (ii) install Building Systems Equipment in the Structures or accessions to the Building Systems Equipment the cost of which as to such Building Systems Equipment or series of related Building Systems Equipment, does not exceed [INTENTIONALLY OMITTED] . The consent of Landlord and Lender shall have be required (A) if a Monetary Event of Default exists, or (B) if the right to require Alterations (or a series of related Alterations) exceeds [INTENTIONALLY OMITTED] , or (C) if Tenant desires to remove and not upgrade or replace during the Term any Alterations except for those Alterations required by Law Tenant Improvements which had an initial cost in the aggregate in excess of [INTENTIONALLY OMITTED] , or for which (D) if Tenant desires to construct upon the Land any additional Improvements, provided that, with respect to (C) and (D) above, such consent shall not be unreasonably withheld or delayed. In any event, the consent of Landlord has agreed in writing that removal and Lender will not be required. Tenant shall have withheld on the rightbasis of the type of Alterations (i.e., without the approval of laboratory or notice office space) to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26be constructed. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, ; (iiiii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, ; (iviii) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, Insurance Requirements; (viv) if any such Work involves the replacement of Building Systems Equipment because of additions or parts theretochanges to the Structures (as opposed to repairs or replacements of Building Systems Equipment as part of an on-going maintenance program), all replacement replacements of Building Systems Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Building Systems Equipment being replaced replaced, or (B) the value and useful life on the Occupancy Date of the Building Systems Equipment being replaced, or (C) the value and useful life of the Building Systems Equipment being replaced immediately prior to the occurrence of the event which required its replacement; (v) if any such Work involves the replacement (assuming such replaced of Building Systems Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required parts thereto in connection with any such Workan on-going maintenance program, (viii) all such Work shall reconditioned equipment and parts may be used and upon completion the property of Landlord Building Systems Equipment need not have a value and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other useful life greater than the leasehold estate created hereby) value and useful life of Tenant the Building Systems Equipment or any other Person thereto or therein, and (ix) Tenant shall comply, parts being replaced immediately prior to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration occurrence of the Leased Premises.event which requires its replacement;

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have not make (i) any non-structural Alterations to the rightLeased Premises that cost more than One Million Dollars ($1,000,000) in the aggregate in any twelve (12) month period or (ii) any structural Alterations to the Leased Premises, without having first obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations which consent shall not be unreasonably withheld or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be requireddelayed). Tenant shall not construct upon the Land Real Property any additional buildings without having first obtained the prior written consent of Landlord Landlord, and LenderTenant shall conduct a comprehensive asbestos inspection prior to any significant renovation or demolition of the Leased Premises. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 13, Major Alterations pursuant to Paragraph 34 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) if such Alterations will cost in excess of One Million Dollars ($1,000,000), Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) 12.1 Without Landlord’s consent, Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to may make non-structural Alterations changes, alterations, additions, and improvements to the interior of the Premises (“Personalty”) if (i) Tenant deems the Personalty as necessary or a series of related non-structural Alterations thatexpedient for its operations at the Premises, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in such Personalty does not adversely affect the Improvements building systems of the Property. 12.2 Tenant may make exterior or accessions structural changes, alterations, or additions to the Equipment thatPremises (“Improvements”) with Landlord’s prior written consent, as which is subject to such Equipment or accessionsLandlord’s sole discretion. Notwithstanding, do not cost in excess Landlord shall provide a written response within ten (10) business days of $1,000,000, with respect ▇▇▇▇▇▇’s written request to make any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished therebyImprovements. If the cost of any non-structural AlterationsLandlord fails to provide a timely written response to ▇▇▇▇▇▇’s request, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of then Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall deemed to have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events consented to the terms of Paragraph 12(a) and Paragraph 26proposed Improvements. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations 12.3 All Personalty and actions being hereinafter collectively referred to as “Work”), then Improvements shall (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed constructed by Tenant in a good and workmanlike manner, and at Tenant’s sole cost and expense; (ii) comply with all applicable laws, codes, rules, and regulations; (iii) all such Work shall be expeditiously completed in compliance compatible with all Legal Requirementsthe Property and its mechanical, electrical, HVAC, and life-safety systems; (iv) all such Work shall comply not interfere with the requirements use and occupancy of all insurance policies required to be maintained any other portion of the Property by Tenant hereunder, any other tenant or their visitors; and (v) if not affect the integrity of the structural portions of the Property. 12.4 All Personalty and Improvements shall belong to Tenant unless the Parties agree otherwise in writing (“Tenant Property”). Tenant Property shall be placed, maintained, and operated on the Premises at Tenant’s sole risk, cost, and obligation, except for any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal damage to the greater of (A) Tenant Property that is caused by the value and useful life on the date hereof of the Equipment being replaced gross negligence or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property willful misconduct of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto Landlord’s employees or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premisesagents.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have Subject to the rightterms of the following sentence, no alteration in, or addition to, the Premises will be made without having obtained the first obtaining Landlord's prior written consent, which Landlord may grant or withhold for any reason or for no reason, and any such work consented to, although paid for by Tenant, will be done by Landlord with Landlord reserving the right to charge Tenant a fee equal to ten percent (10%) of the cost of the work for supervision of such alterations or additions. With respect to any alteration, addition or improvement which does not affect the structure of the Building, does not affect any of the Building's systems (e.g., mechanical, electrical or plumbing), does not diminish the capacity of such Building's systems available to other portions of the Building, is not visible from the common areas or exterior of the Building, and is in full compliance with all laws, orders, ordinances, directions, requirements, rules and regulations of all governmental authorities, Landlord's consent shall not be unreasonably withheld. Notwithstanding the foregoing provisions of Landlord and Lender and provided that no Event this paragraph, Landlord's consent shall not be required for alterations, additions or improvements of Default then exists, (i) to make a non-structural Alterations nature in an amount less than $25,000.00 provided Tenant gives Landlord advance notice of the work and coordinates scheduling with Landlord, uses contractors approved by Landlord, provides Landlord a description of the Work and requires the contractors to abide by Landlord's rules for construction. (b) If Tenant's actions, omissions or a series occupancy of related non-structural Alterations thatthe Premises shall cause the rate of fire or other insurance either on the Building or the Premises to be increased, Tenant shall pay, as to any such Alterations or series of related Alterationsadditional rent, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation amount of any such Equipment increase promptly upon request by Landlord. (c) All erections, additions, fixtures and improvements, whether temporary or Alterations no Event permanent in character (except only the trade fixtures and movable office furniture of Default exists and Tenant) made in or upon the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant and remain Landlord's property and shall not construct remain upon the Land any additional buildings without having first obtained Premises at the prior written consent expiration or earlier termination of Landlord and Lenderthis Lease, with no compensation to Tenant. Landlord shall have reserves the right to require Tenant to remove any Alterations except for those Alterations required by Law such improvements or for which additions at the termination hereof or within fifteen (15) days thereafter. Landlord has agreed in writing that removal will not be required. Tenant shall have the rightmay, without the approval of or notice to Landlordat its election, to install repair any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events damage to the terms Premises caused by or in connection with the removal of Paragraph 12(a) any articles of personal property, business or trade fixtures, alterations, improvements and Paragraph 26installations, and all costs for such repairs shall be at Tenant's expense. (bd) If Tenant makes any Alterations pursuant will not install a wireless fidelity network ("WIFI Network") within the Premises without first obtaining Landlord's prior written consent, which Landlord will not unreasonably withhold provided Tenant executes an amendment to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations the Lease regulating the installation and actions being hereinafter collectively referred to as “Work”), then (i) the market value use of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesWIFI Network.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant may place partitions and fixtures and may make improvements and other alterations to the interior of the Leased Premises at Tenant's expense, provided, however, that prior to commencing any such work, Tenant shall have first obtain the right, without having obtained the prior written consent of Landlord to the proposed work, including the plans, specifications, the proposed architect and/or contractor(s) for such alterations and/or improvements and Lender the materials used in connection with such alterations, including, without limitation, paint, carpeting, wall or window coverings and provided the use of carpet glues and other chemicals for installation of such materials, which consent shall not be unreasonably withheld. At least ten (10) days prior to the commencement of any construction in the Leased Premises, Tenant shall deliver to Landlord copies of the plans and specifications for the contemplated work and shall identify the contractor(s) selected by Tenant to perform such work. Landlord may require that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost work costing in excess of Fifteen Thousand and No/100 Dollars ($1,000,000 15,000.00) be done by Landlord's own employees, its construction contractors, or under Landlord's direction, but at the expense of Tenant, provided that in such event Landlord shall complete such work at a cost and on a schedule that is competitive with respect the cost and schedule proposed by contractor(s) selected by Tenant to any Related Premises perform the work and (ii) to install Equipment in the Improvements or accessions to the Equipment thatLandlord may, as a condition to such Equipment or accessions, do not cost consenting to work costing in excess of Fifteen Thousand and No/100 Dollars ($1,000,00015,000.00), with respect require that Tenant provide security adequate in Landlord's judgment so that the improvements or other alterations to the Leased Premises will be completed in a good, workmanlike and lien free manner. Landlord may also require that any Related Premises, so long as at work done to the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility interior of the Leased Premises is be subject to the supervision of a third party under contract to Landlord, and Tenant shall pay to Landlord, upon completion of such work, a supervision fee in an amount equal to the actual cost of such supervision, not diminished thereby. If to exceed, however, five percent (5%) of the cost of any non-structural Alterations, series such work. All such improvements or alterations must conform to and be in substantial accordance in quality and appearance with the quality and appearance of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property improvements in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value remainder of the Leased Premises shall not be lessened by any Building. All such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work improvements shall be the property of Landlord. In the event Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, consents to the extent requested use by Landlord or required by this Lease, with the provisions Tenant of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.its own architect

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no monetary or material non-monetary Event of Default then existsexists beyond any applicable notice and cure period, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises 750,000 and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises750,000, so long as at the time of construction or installation of any such Equipment or Alterations no monetary or material non-monetary Event of Default exists beyond any applicable notice and cure period and the value and utility of the Leased Premises is not diminished therebythereby in any material respect. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises750,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease)replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord of Alterations of $750,000 or required by this Lease, more with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 the Major Alteration Cost with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premisesthe Major Alteration Cost, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations the Major Alteration Cost with respect to any Related Premises, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld or delayed. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge discharge, remove or remove bond all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased any Related Premises. (c) Tenant shall cause the repairs and the environmental remediation described in Exhibit "H" to be promptly commenced and to be completed by the expiration of the time periods provided therein.

ALTERATIONS AND IMPROVEMENTS. (a) ▇. ▇▇▇▇▇▇ acknowledges that Landlord owns the Premises. Tenant shall have accepts the rightPremises from Landlord in its "AS IS" condition, without having obtained the prior written consent conditions that exist as of the Effective Date of this Lease. Tenant acknowledges that Landlord and Lender and provided that makes no Event of Default then exists, representation or warranty concerning (i) the physical condition of the Premises; (ii) the Premises suitability for Tenant's proposed use; or (iii) the presence of any Hazardous Substance in or about the Property or the Premises, except as otherwise expressly set forth in this Lease. ▇▇▇▇▇▇▇▇ has encouraged Tenant to make non-structural Alterations or a series its own physical inspection of related non-structural Alterations that, all aspects of the Property and the Premises and to conduct its own investigation as to the suitability of the Property and the Premises for Tenant's use. B. Tenant shall not make any such Alterations alterations, additions or series of related Alterations, do not cost improvements to the Premises ("Tenant's Work") (i) costing in excess of $1,000,000 with respect to 5,000 for any Related Premises and single instance or $15,000 in the aggregate for any twelve (12) consecutive months or (ii) to install Equipment affecting the Building structure or utility systems, or attach any fixture or item of equipment thereto without Landlord's prior written consent. All such alterations, additions, or improvements shall be made at Tenant's sole expense in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, accordance with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists Landlord's General Design Requirements (if any) and the value plans and utility specifications (including specifications for materials to be used in connection therewith) and a statement of the Leased Premises is not diminished therebyestimated cost of such work submitted to and approved by Landlord (collectively the "Plans and Specifications"). If the cost thereof exceeds $5,000 for any single instance, or if such Tenant's Work involves the Building structure or utility systems, any contractor or person selected by Tenant must be a licensed contractor. Landlord, in its sole discretion, shall approve or disapprove Tenant's request and may disapprove Tenant's use of any non-materials or substances, including but not limited to asbestos and fiber glass, which Landlord, in its sole discretion, deems potentially hazardous, toxic or threatening to health. To the extent that Tenant's Work shall require a building permit or other permits from the City of Berkeley, and/or any other governmental agency, Tenant shall not perform any of Tenant's Work until Tenant has obtained all requisite permits. Tenant further shall comply with all prevailing wage requirements of California Labor Code Sections 1720 et seq., to the extent such requirements are applicable to Tenant's work. C. Except as otherwise expressly provided in this Lease, Tenant shall not repair, replace or modify any utility system located within the Premises without the Landlord's prior written consent. Tenant is responsible for the repair of any damage to any utility system, structural Alterationselement of the Premises, series facilities of related non-structural AlterationsLandlord or any other facilities arising out of Tenant's construction activities or Tenant's negligence or willful misconduct; provided, Equipment or accessions thereto however, such provision is in excess of $1,000,000 or if Tenant desires not intended to and shall not be interpreted to make structural Alterations any other person or entity a third party beneficiary thereof. D. This Lease specifically prohibits Tenant, or any other party, from expanding uses or structures allowed on the Premises beyond those designated in use permits approved by the City of Berkeley. Notwithstanding approval of any new Use Permit allowing expansion, or any future expansion of the uses in existing buildings, or additions to existing buildings, construction of any Related new buildings, or moving existing buildings onto the Premises, are all subject to the prior written approval of the Landlord and Lender all improvements (including Exhibit B) are subject to the environmental review and permit regulations and approvals of same by all applicable local, state, and federal agencies. E. If Tenant proposes to make or construct any alterations, improvements, additions or fixtures that affect any portion of the Premises or any structures located on the Premises that are allowed under an existing use permit, Tenant shall be requiredfirst provide the Landlord with thirty (30) days prior written notice. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. F. 1. Tenant shall not construct upon substantially deface or change any floors, walls, ceilings, roofs, or partition any of the Land any additional buildings structures or improvements on the Premises without having first obtained the prior providing thirty (30) days written consent notice to Landlord. If Landlord raises no objections within thirty (30) days after receipt of Landlord and Lendersuch notice, Tenant may proceed, provided Tenant obtains all required permits. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed Except as may be specifically approved in writing by Landlord, Tenant shall require all contractors to provide a labor and materials bond for the full amount of any contract for improvements that removal will not be requiredexceed $50,000. Tenant shall have pay, when due, all sums of money that may be due or become due for any labor, services, materials, supplies or equipment furnished to or for Tenant in, at, upon or about the right, without the approval of or notice to Landlord, to install any equipment, machinery Premises and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not which may be lessened secured by any such Work mechanic's, material men’s or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with other lien against the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment Premises or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and Landlord's interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have not make (i) any non-structural Alterations to any of the rightLeased Premises that cost more than the Threshold Amount in the aggregate or (ii) any structural Alterations to any of the Leased Premises, without having first obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLandlord, (i) to make non-structural Alterations which shall not be unreasonably withheld, conditioned or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be requireddelayed. Tenant shall not construct upon the Land Real Property any additional buildings without having first obtained the prior written consent of Landlord and Lender, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall have the right to require Tenant to remove any Alterations at the end of the Term except for those Alterations required by Law or for which Landlord ▇▇▇▇▇▇▇▇ has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events prior to the terms of date such Alteration was installed at the Leased Premises, which ▇▇▇▇▇▇ may request from Landlord at the time Tenant requests consent to such Alterations pursuant to this Paragraph 12(a) and Paragraph 2613. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 13, Major Alterations pursuant to Paragraph 34 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)) to any of the Leased Premises, then (i) the market value of the such Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the such Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) the product and results of all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) if such Alterations will cost in excess of the Threshold Amount, Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of any of the Leased PremisesPremises and (x) Tenant shall deliver copies of any Warranties associated with such Alterations which shall be issued in the name of Landlord as owner of the Leased Premises (but which Tenant shall be entitled to the benefit of, together with Landlord).

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 500,000 with respect to any either Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises500,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 500,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required, which consent shall not be unreasonably withheld or delayed and shall be deemed given if a response is not received by Tenant no later than thirty (30) days following receipt of written request from Tenant. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. Tenant may from time-to-time construct, alter, change, and/or demolish any improvements, signs, driveways, parking areas or other improvements now or hereafter situated on the Leased Premises, including but not limited to the Improvements (a) all of such improvements constructed, altered and/or changed by Tenant shall have during the rightTerm being hereinafter referred to collectively as the “Tenant Improvements”); provided, without having obtained the prior written consent of Landlord and Lender and provided however, that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations construction, alterations, additions or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions changes shall be subject to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26.following: (b1) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (All such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work work shall be performed by Tenant in a good and workmanlike manner; (2) Such construction, (iii) all such Work alterations, additions or changes shall not violate any building regulation applicable to the Leased Premises, and shall be expeditiously completed in compliance with all Legal Requirementsapplicable building codes, rules, regulations and ordinances affecting construction of such alterations, additions and changes; and (iv3) At Tenant’s election, Landlord shall serve as the general contractor for the construction of the Tenant Improvements to the extent necessary to exempt the Tenant Improvements from sales and use taxes. In such event, Landlord and Tenant shall enter into a construction contract on terms and conditions mutually acceptable to each of them pursuant to which Landlord agrees to construct the Tenant Improvements, Tenant agrees to pay all third-party costs approved by Tenant with respect to such Work shall comply construction with the requirements of all insurance policies required no additional costs to be maintained charged to Landlord and with no fees being payable by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required Landlord for its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Leaseservices as general contractor, and Tenant shall execute agrees to indemnify and deliver to hold harmless Landlord from and against any document requested by Landlord evidencing liability, damages and third-party costs it may incur as a result of its so acting as the assignment to Landlord of all estate, right, title and interest (other than general contractor for the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesImprovements.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 250,000 in any Lease Year with respect to any either of the Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect 250,000 as to either of the Related Premises in any Related PremisesLease Year, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, Alterations or series of related non-structural Alterations, Alterations as to either of the Related Premises in any Lease Year or if the Equipment or accessions thereto installed in either of the Related Premises in any Lease Year is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises250,000, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord , which approval shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of unreasonably withheld or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26delayed. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have (A) a value in use equivalent to the greater of (1) the value in use on the date hereof of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such Replaced Equipment was then in the condition required by this Lease) or (2) the value in use on the date hereof of the Equipment being replaced and (B) where appropriate a useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Subject to Tenant obtaining, at its sole expense, any and all necessary federal, state and municipal governmental licenses, permits or approvals, Tenant shall have the right, without having obtained at its sole expense, to construct and install all tenant improvements, furniture, trade fixtures, equipment, machinery and other improvements necessary for Tenant to utilize the prior written consent Premises for its Permitted Use; provided, however, that such work is performed in a workmanlike manner and Tenant uses reasonable efforts not to disturb other tenants’ use of Landlord and Lender and provided that no Event their demised premises or the Common Areas during performance of Default then existssuch work. Prior to installing or making any alterations, physical additions or tenant improvements (collectively, “Improvements”) on or within the Premises, Tenant shall (i) obtain Landlord’s written approval of plans and specifications for such improvements, which approval shall not be unreasonably withheld, and (ii) forward to make non-structural Alterations Landlord a copy of all governmental approvals required for the Improvements that Tenant has obtained, together with names and addresses of all contractors and subcontractors who will be working at the Premises. All such work shall be performed by qualified, licensed and insured contractors or a series subcontractors, and Tenant shall hold harmless, indemnify and defend Landlord from any liens, damages, costs, liability, or claims for personal injury, property damage or death arising from installation of related non-structural Alterations that, as to any such Alterations improvements. Tenant shall not make or series allow to be made any Improvements that: (i) are structural in nature, (ii) affect the mechanical, electrical, utility or other service systems for the Building, (iii) are visible from the exterior of related Alterationsthe Building, do not or (iv) cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in 5,000.00, without first obtaining the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises which consent shall not be lessened by any such Work unreasonably withheld. Any Improvements in or its usefulness impaired, (ii) all such Work shall be performed to the Premises made by Tenant in a good and workmanlike mannershall, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirementsat Landlord’s option, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be become the property of Landlord and shall be subject surrendered to Landlord upon the termination of this Lease; provided, however, upon request by Landlord, Tenant shall remove any designated Improvements upon expiration or earlier termination of the Lease Term, and further provided, that, this clause shall not apply to Tenant’s Personal Property, which shall remain the property of Tenant and shall be removed by Tenant prior to the end of the term of this Lease. Tenant shall execute and deliver to Landlord repair any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, damage to the extent requested by Landlord Premises arising from installation or removal of such Improvements or Tenant’s Personal Property in order to restore the Premises to the condition required by this Lease, with the provisions terms of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesSection 11.

ALTERATIONS AND IMPROVEMENTS. ▇. ▇▇▇▇▇▇ acknowledges that Landlord owns the Premises. Tenant accepts the Premises from Landlord in its "as is" condition, the conditions that exist as of the Effective Date of this Lease. Tenant acknowledges that Landlord makes no representation or warranty concerning (ai) the physical condition of the Premises; (ii) the Premises suitability for Tenant's proposed use; or (iii) the presence of any Hazardous Substance in or about the Property or the Premises, except as otherwise expressly set forth in this Lease. ▇▇▇▇▇▇▇▇ has encouraged Tenant to make its own physical inspection of all aspects of the Property and the Premises and to conduct its own investigation as to the suitability of the Property and the Premises for Tenant's use. B. Upon the execution of this Lease, Landlord approves and requires the improvements to the Premises listed on Exhibit “C” that shall be completed by Tenant. Tenant shall complete the improvements within the timeframe as stated in Exhibit “C”. (Tenant’s Work) Tenant shall have not make any alterations, additions or improvements to the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, Premises ("Tenant's Work") (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost costing in excess of $1,000,000 with respect to 5,000 for any Related Premises and single instance or $15,000 in the aggregate for any twelve (12) consecutive months or (ii) to install Equipment affecting the Building structure or utility systems, or attach any fixture or item of equipment thereto without Landlord's prior written consent except for the improvements listed in the Improvements Exhibit “C”. All such alterations, additions, or accessions to the Equipment that, as to such Equipment or accessions, do not cost improvements shall be made at Tenant's sole expense in excess of $1,000,000, accordance with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists Landlord's General Design Requirements (if any) and the value plans and utility specifications (including specifications for materials to be used in connection therewith) and a statement of the Leased Premises is not diminished therebyestimated cost of such work submitted to and approved by Landlord (collectively the "Plans and Specifications"). If the cost thereof exceeds $5,000 for any single instance, or if such Tenant's Work involves the Building structure or utility systems, any contractor or person selected by Tenant must be a licensed contractor. Landlord, in its sole discretion, shall approve or disapprove Tenant's request and may disapprove Tenant's use of any non-materials or substances, including but not limited to asbestos and fiber glass, which Landlord, in its sole discretion, deems potentially hazardous, toxic or threatening to health. To the extent that Tenant's Work shall require a building permit or other permits from the City of Berkeley, Bay Conservation and Development Commission ("BCDC") and/or any other governmental agency, Tenant shall not perform any of Tenant's Work until ▇▇▇▇▇▇ has obtained all requisite permits. Tenant further shall comply with all prevailing wage requirements of California Labor Code Sections 1720 et seq., to the extent such requirements are applicable to Tenant's work. C. Except as otherwise expressly provided in this Lease, Tenant shall not repair, replace or modify any utility system located within the Building without the Landlord's prior written consent. Tenant is responsible for the repair of any damage to any utility system, structural Alterationselement of the Building(s), series facilities of related non-structural AlterationsLandlord or any other facilities arising out of Tenant's construction activities or Tenant's negligence or willful misconduct; provided, Equipment or accessions thereto however, such provision is in excess of $1,000,000 or if Tenant desires not intended to and shall not be interpreted to make structural Alterations any other person or entity a third party beneficiary thereof. D. This Lease specifically prohibits Tenant, or any other party, from expanding uses or structures allowed on the Premises beyond those designated in use permits approved by the City of Berkeley. Notwithstanding approval of any new Use Permit allowing expansion, or any future expansion of the uses in existing buildings, or additions to existing buildings or docks, or construction of any Related new buildings or docks, or moving existing buildings onto the Premises, are all subject to the prior written approval of the Landlord (with the exception of Exhibit “C”) and Lender all improvements (including Exhibit C Improvements) are subject to the environmental review and permit regulations and approvals of same by all applicable local, state, and federal agencies. E. If Tenant proposes to make or construct any alterations, improvements, additions or fixtures (other than Exhibit C Improvements) that affect any portion of the Premises or any structures located on the Premises that are allowed under an existing use permit, Tenant shall first provide the Landlord with thirty (30) days prior written notice. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. F. Except for Exhibit C Improvements, Tenant shall not substantially deface or change any floors, walls, ceilings, roofs, or partition any of the structures or improvements on the Premises without first providing thirty (30) days written notice to Landlord. If Landlord raises no objections within thirty (30) days after receipt of such notice, Tenant may proceed, provided Tenant obtains all required permits. Except as may be requiredspecifically approved in writing by Landlord, Tenant shall require all contractors to provide a labor and materials bond for the full amount of any contract for improvements that exceed $50,000, including any applicable Exhibit C Improvements. Tenant shall not construct upon the Land pay, when due, all sums of money that may be due or become due for any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right labor, services, materials, supplies or equipment furnished to require Tenant to remove any Alterations except for those Alterations required by Law or for Tenant in, at, upon or about the Premises and which Landlord has agreed in writing may be secured by any mechanic's, material men’s or other lien against the Premises or Landlord's interest therein. All alterations, improvements or additions that removal will not be required. Tenant shall have the right, without the approval of are now or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events future attached permanently to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property Property of Landlord and shall be subject to remain with the Property at the termination of this Lease, and except that Landlord can elect within thirty (30) days of the termination of the Lease to require Tenant, at its cost, to remove any equipment that Tenant shall execute and deliver has affixed to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Premises. 1. Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, agrees that to the extent requested it is required to comply with the prevailing wage requirements, Tenant shall assure that all workers are paid the prevailing rate of per diem wages, and travel and subsistence payments (defined in applicable collective bargaining agreements filed in accordance with Section 1773.8 of the California Labor Code), in effect on the date of Landlord's first approval of a building permit or other approval of the work. Copies of the applicable prevailing rate of per diem wages are on file at Landlord's principal office and will be made available to any interested party on request. ▇▇▇▇▇▇ agrees to post a copy of the prevailing rate of per diem wages at the Property. Tenant, as a penalty to Landlord, shall forfeit Twenty-Five Dollars ($25) for each calendar day, or portion thereof (or such other sum as specified from time to time by Landlord Section 1775 of the California Labor Code), for each worker paid less than the applicable prevailing rates for such work or required craft in which such worker is employed. The difference between such prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Tenant. 2. Tenant agrees to keep or cause to be kept by each contractor and subcontractor an accurate payroll record for each worker employed on Tenant's Work covered by this Leasesubparagraph G showing all of the information specified in subsection (a) of Section 1776 of the California Labor Code. All such payroll records shall be certified, available for inspection and filed in accordance with the procedures specified in subsections (b)-(e) inclusive of Section 1776 of the California Labor Code. In the event of noncompliance with the foregoing requirements concerning payroll records which continues for more than ten (10) days after Landlord gives Tenant written notice specifying in what respects Tenant must comply, Tenant shall forfeit, as a penalty to Landlord, for each worker Twenty-Five Dollars ($25) for each calendar day, or portion thereof, until strict compliance is effectuated. Tenant shall be responsible for complying with Section 1777.5 of the California Labor Code concerning apprenticeable occupations, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration respect to all work covered by that section. For purposes of the Leased Premisesprevailing wage requirements of this subparagraph, Tenant shall be deemed to be a "contractor" as that term is used in Sections 1720 et seq., of the California Labor Code. Except where the context otherwise requires, the definitions of terms and phrases contained in the State prevailing wage law, Sections 1720 et seq., of the California Labor Code, and in the implementing administrative regulations, shall apply to the same terms and phrases which are used in the prevailing wage requirements of this subparagraph G.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of or Landlord and Lender and provided that no Event of Default then existsLender, to (i) make non-structural Alterations to the interior of the Improvements (including, without limitation, construction, removal or relocation of partition walls, but excluding interior stairways), without limitation as to amount so long as the primary use of the Improvements is manufacturing and distribution and to install, remove and/or relocate Tenant's Equipment, or (ii) make any other non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and ten percent (ii10%) to of the Acquisition Cost of the Leased Premises, (iii) install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, len percent (10%) of the Acquisition Cost of the Leased Premises so long as at the time of construction or installation of any such Equipment Equipment, Alterations or Alterations expansion no Event of Default exists and the value and utility of the Leased Premises is not diminished therebythereby in any material respect. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural any Alterations to any Related Premisesnot permitted above, the prior written approval of Landlord and Lender shall be required, which shall not be unreasonably withheld or delayed. Except as provided in this Paragraph 13(a) Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender, which shall not be unreasonably withheld or delayed. Landlord shall have the right to require Tenant to remove and/or restore any Alterations, other than Alterations except for those Alterations (w) required by Law or for by this Lease (including Paragraph 12(a)), (x) permitted pursuant to clause (iv) above or constituting additional buildings constructed upon the Land with the consent of Landlord and Lender, or(y) with respect to which Landlord has agreed in writing that removal will writing, as provided below, are not required to be requiredremoved or restored. Tenant shall have the right, without with respect to any Alteration that Tenant would otherwise be required to remove or restore pursuant to the approval of or preceding sentence, to give notice to LandlordLandlord describing such Alteration and requesting that Landlord determine whether or not such Alteration will be required to be removed or restored at the end of the Term. Within ten (10) Business Days after receipt of Tenant's notice, Landlord shall give notice to install any equipmentTenant informing Tenant whether Landlord will require removal or restoration of such Alteration at the expiration of the Term; provided, machinery and other personal property that Landlord shall act reasonably in the Improvements that are required for the operation of its business, subject in all events determining whether or not to the terms of Paragraph 12(a) and Paragraph 26require such restoration or removal. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)17, whether or not Landlord's consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work Alterations in any material respect or its usefulness impairedimpaired in any material respect, (ii) all such Work Alterations shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work Alterations shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work Alterations shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunderInsurance Requirements, (v) if any such Work involves Alterations involve the replacement of Equipment or parts thereto, all replacement Equipment or parts shall be in good repair and condition and fit for its intended use and shall have a value and useful life equal to the or greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) than the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such WorkAlterations, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such WorkAlterations, (viii) all such Work Alterations shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document reasonably requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and the applicable provisions of Paragraph 19(a), whether or not such Work involves Alterations involve restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) [Intentionally Omitted] (b) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make any improvements, alterations or modifications to the Leased Premises the cost of which is less than Two Hundred and Fifty Thousand Dollars ($250,000) (so long as such improvements do not devalue the Leased Premises or increase Landlord’s obligations or liability during or after the Term in any way), (ii) to make non-structural Alterations which are reasonably required or a series desirable for the operation of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost Tenant’s business in excess of $1,000,000 with respect to any Related the Leased Premises and which are not visible from the exterior of the Leased Premises, or (iiiii) to install or replace Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished therebyEquipment. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe Leased Premises which are not covered by clauses (i), (ii) or (iii) above, the prior written approval of Landlord and Lender shall be requiredrequired which shall not be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lenderwhich shall not be unreasonably withheld, delayed or conditioned. Landlord shall have and Tenant acknowledge that Tenant is in the right business of providing telecommunications and collocation services to require Tenant its customers. Over the Term of this Lease it is likely that, due to remove technological innovations, the nature of these services and/or the equipment or facilities required to perform these services in an optimal manner may change. Landlord acknowledges that any Alterations except for those Alterations required by Law or for which Landlord has agreed to accommodate such changes in writing that removal Tenant’s business shall be deemed reasonable so long as they do not impair the value of the Leased Premises. An Alteration will not be required. Tenant shall have deemed to impair the rightvalue of the Leased Premises, without if the approval Alteration can be removed at the end of or notice the Term, and the Leased Premises can be reasonably restored to Landlord, their condition prior to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26such Alteration. (bc) If Tenant makes any Alterations pursuant to this Paragraph 13 Section 12 or as required by Paragraph 12 Sections 11 or 17 16 (such Alterations and actions being hereinafter collectively referred to as “Work”), then prior to commencing any Work, Tenant shall (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impairedsubmit to Landlord, for Landlord’s written approval, where required, detailed plans and specifications therefor in form satisfactory to Landlord, (ii) if such Alterations require a filing with any Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Laws to the extent necessary for such Work governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or certificates of insurance evidencing worker’s compensation coverage (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations) and comprehensive public liability (including property damage coverage) insurance, comprehensive form automobile liability insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents as additional insureds. All Alterations shall be performed by Tenant at Tenant’s sole cost and expense (A) in a good and workmanlike mannermanner using materials of first class quality, (iiiB) all such Work shall be expeditiously completed in compliance with all Legal RequirementsLaws, and (ivC) all such Work shall comply in accordance with the requirements plans and specifications previously approved by Landlord. Tenant shall at its cost and expense obtain all approvals, consents and permits from every Governmental Authority having or claiming jurisdiction prior to, during and upon completion of all insurance policies required to be maintained by Tenant hereunder, (v) if such Alterations. If any such Work involves the replacement of Equipment or parts theretothereto installed on the Leased Premises, and except in instances where such Equipment is obsolete, all replacement Equipment or parts shall have a functional value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the functional value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease). Tenant shall promptly reimburse Landlord, as Additional Rent and upon demand, for any and all costs and expenses incurred by Landlord in connection with Landlord’s review of Tenant’s plans and specifications for any such Alteration, not to exceed Fifteen Hundred Dollars (vi$1500). (d) Landlord agrees to respond to any written request for approval of all Tenant’s plans and specifications for any Alterations (“Tenant’s Plans”) within ten (10) Business Days after Tenant’s request, provided Tenant’s Plans comply in all material respects with the requirements of this Section 12. In addition, Landlord agrees to respond to any resubmission of Tenant’s Plans within five (5) Business Days after written resubmission. If Landlord either fails to approve or disapprove any Tenant’s Plans on or before the end of the applicable review period set forth herein, such Tenant’s Plans or revisions thereto shall be deemed to be approved by Landlord. Tenant may at the time that any Tenant’s Plans are submitted to Landlord also request that Landlord indicate whether or not the Alterations described in such Tenant’s Plans will be required to be removed at the end of the Term or upon the earlier termination of this Lease. In the event that any Alterations or new equipment are in the category that do not require Landlord’s consent for the construction or installation thereof, Tenant may remove such items at the end of the Term, at Tenant’s election. (e) Upon completion of any Alterations and any work pursuant to this Section 12, Tenant, at its expense, shall promptly obtain certificates of final approval of such Alterations as may be required by any Governmental Authority, and shall furnish Landlord with copies thereof, together with “as built” plans and specifications for such Alterations prepared on an Autocad Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept). (f) Tenant shall promptly discharge not be required to remove the following at the end of the Term or earlier termination of this Lease: (i) Alterations which Landlord has previously agreed to in writing or which otherwise are permitted under the terms of the Lease, and (ii) Alterations which are substantially consistent in form or function to the Improvements existing as of the Rent Commencement Date. Notwithstanding anything to the contrary, Tenant shall not be permitted to remove all liens filed against any improvements and equipment existing on the Leased Premises as of the Rent Commencement Date or any new improvements or equipment added subsequent to the date hereof which are necessary for the operation of the Leased Premises arising out (except to the extent replaced or removed prior to the expiration of such Work, (viithe Term or earlier termination of this Lease in accordance with the provisions hereof) Tenant and all Alterations remaining on the Leased Premises at the end of the Term of this Lease shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be become the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not at such Work involves restoration of the Leased Premisestime.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant Expressly subject to Greeley=s approval of design and construction plans, the District may, at its expense, make what alterations and improvements to the interior and exterior of the leased property that it deems necessary or expedient for the uses permitted in this Agreement. The District shall have the rightnot, without having obtained Greeley=s written consent, tear down or materially demolish any improvement on the prior written consent of Landlord and Lender and provided that no Event of Default then existsleased property or make any material change or alteration thereto if the improvement, (i) to make non-structural Alterations or a series of related non-structural Alterations thatwhen completed, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in would materially diminish the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises leased property or interfere with Greeley=s use of the Public Safety Building. All approvals and/or consents required by this paragraph are within Greeley=s sole discretion; however all approvals and/or consents shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work unreasonably withheld and shall be performed given or withheld within sixty (60) days of the request for approval. Unless otherwise agreed by Tenant in a good the parties, any alteration or improvement placed on the leased property by the District, as well as fixtures and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements articles of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal personal property attached to the greater of (A) leased property, shall, at the value and useful life on the date hereof termination of the Equipment being replaced lease, be surrendered to and become the property of Greeley, including exterior signs, except that movable furniture, movable personal property, and movable trade fixtures put in at the District=s expense may be removed by the District at or (B) before the value and useful life termination of the Equipment being replaced immediately prior lease and shall not be deemed to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject or nor surrendered to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesGreeley.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant Borrower shall have not alter the rightexterior, structural, plumbing or electrical elements of the Trust Estate in any manner without having obtained the prior written consent of Landlord and Lender and provided that no Event Lender, which consent shall not be unreasonably withheld or conditioned; provided, however, Borrower may undertake nonstructural alterations to the Trust Estate costing less than $100,000 without Lender’s consent. For purposes of Default then existsthis Deed of Trust, alterations to the exterior, structural, plumbing or electrical elements of the Trust Estate shall mean: (i) to make non-structural Alterations alterations which affect the foundation or a series “footprint” of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and the Improvements; (ii) to install Equipment in alterations which involve the Improvements structural elements of the Improvements, such as a load-bearing wall, structural beams, columns, supports or accessions roof; or (iii) alterations which materially affect any of the building systems, including, without limitation, the electrical systems, plumbing, HVAC and fire and safety systems. If Lender’s consent is required hereunder and Lender consents to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation making of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesalterations, the prior written approval of Landlord same shall be made by Borrower at Borrower’s sole expense by a licensed contractor and according to plans and specifications approved by Lender and subject to such other conditions as Lender shall require. Any work at any time commenced on the Trust Estate shall be required. Tenant prosecuted diligently to completion, shall not construct upon the Land any additional buildings without having first obtained the prior written consent be of Landlord good workmanship and Lender. Landlord materials and shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in comply fully with all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes this Deed of Trust. Upon completion of any Alterations pursuant to this Paragraph 13 alterations for which Lender’s consent is required hereunder or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)any Restoration, then Borrower shall promptly provide Lender with (i) evidence of full payment to all laborers and materialmen contributing to the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impairedalterations, (ii) all such Work shall be performed by Tenant an architect’s certificate certifying the alterations to have been completed in a good conformity with the plans and workmanlike mannerspecifications, (iii) all a certificate of occupancy (if the alterations ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ GE No. 8004-3736 ▇▇▇▇, North Carolina are of such Work shall be expeditiously completed in compliance with all Legal Requirementsa nature as would require the issuance of a certificate of occupancy), and (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment other documents or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document information reasonably requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesLender.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and or Lender and provided that no Event of Default then exists, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related AlterationsAlterations performed during any twelve (12) consecutive month period, do not cost in excess of $1,000,000 250,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to 250,000 during any Related Premisestwelve (12) consecutive month period, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural AlterationsAlterations performed within any twelve (12) consecutive month period, or Equipment or accessions thereto installed within a twelve (12) consecutive month period is in excess of $1,000,000 250,000 or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. , which consent shall not be unreasonably withheld or delayed; provided that Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and LenderLender which consent may be granted or withheld in their sole discretion (subject to the specific requirements set forth in Paragraph 35 through 38 with respect to the Lafayette Factory Expansion and any Additional Improvements). Tenant shall not be required to remove any Alterations at the end of the Term except that Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by made in violation of this Lease or of applicable Law or for as to which Landlord has agreed in writing that Landlord's consent was conditioned upon removal will not be required. Tenant shall have of same at the right, without end of the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26Term. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraphs 35 through 38 hereof or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of off Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, right title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises. (c) Except for right (without obligation) of Landlord elsewhere in this Lease to make any necessary repairs to the Leased Premises following Tenant's failure to do so in accordance with this Lease or as required by the Condominium Documents, Landlord shall not have the right to make any additions, alterations, modifications or improvements to the Leased Premises or to construct any additional buildings on the Land without obtaining the prior written consent of Tenant. So long as this Lease is in effect and no Event of Default beyond any applicable notice and cure period exists, Landlord shall not request any modifications to the current zoning or use classification of the Leased Premises or consent to any action by the Condominium with respect thereto without obtaining the prior written consent of Tenant.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant The Lessee shall have the rightright from time to time of making such alterations of or additions to the Leased Items or any part therefrom from time to time as it may determine in its discretion to be desirable for its uses and purposes, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, that: (i) to make non-as a result of such alterations or additions, the fair market value of the Leased Items is not reduced below its fair market value immediately before such Improvements are made and the usefulness, structural Alterations integrity or a series operating efficiency of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do the Leased Items is not cost in excess of $1,000,000 with respect to any Related Premises and materially impaired, (ii) to install Equipment such alterations or additions are effected with due diligence, in a good and workmanlike manner and in compliance with all applicable Legal Requirements, (iii) such alterations or additions are promptly and fully paid for by the Improvements Lessee in accordance with the terms of the applicable contract(s) therefor, such that the Leased Items shall at all times be free of any mortgage, lien, charge, encumbrance, security interest or accessions to the Equipment thatclaim other than Permitted Encumbrances, as to and (iv) such Equipment alterations or accessions, additions do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at change the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility nature of the Leased Premises is Items so that the Project would not diminished thereby. If constitute a “project” within the cost meaning of any non-structural Alterationsthe Act. (b) All such alterations or additions shall constitute a part of the Leased Items, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires subject to make structural Alterations this Agreement. (c) In addition to any Related Premisesthe Leased Items, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord Lessee shall have the right to require Tenant install or permit to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will be installed at the Facility Realty machinery, equipment and other personal property not part of the Project at the Lessee’s own cost and expense (the “Lessee’s Property”). The Lessee’s Property shall not constitute a part of the Leased Items and shall not be requiredsubject to this Agreement. Tenant The Lessee shall have the rightright to create or permit to be created any mortgage, encumbrance, lien or charge on, or conditional sale or other title retention agreement with respect to, the Lessee’s Property, without the approval consent of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26Agency. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Alterations or Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesthe amounts specified above, the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings costing in excess of $1,000,000 without having first obtained the prior written consent of Landlord and Lender, such consent not to be unreasonably withheld, conditioned or delayed. If Landlord or Lender fails to respond to any written request for consent within thirty (30) days after receipt of such consent, such consent shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26deemed given. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 34 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) as to Work other than Work done pursuant to a Legal Requirement, the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have function in a value and useful life equal to manner that is the greater better of (A) the value and useful life on the date hereof functioning of the Equipment or parts being replaced or (B) the value and useful life functioning of the similar Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then or parts in the condition required other warehouses owned or used by this Lease)Tenant, (vi) subject to Tenant's rights under Paragraph 14, Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work (except for additions that are paid for by Tenant and can be readily removed without substantial damage to the Improvements and are not a replacement for any of the Improvements or Equipment) shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent reasonably requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and Paragraph 19(a), whether or not such Work involves restoration of the Leased Premises.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant Lessee shall have not alter the rightexterior, structural, plumbing or electrical elements of the Property in any manner without having obtained the prior written consent of Landlord and Lender and provided that no Event Lessor, which consent shall not be unreasonably withheld or conditioned; provided, however, Lessee may undertake nonstructural alterations to the Property costing less than $100,000 without Lessor’s consent. For purposes of Default then existsthis Lease, alterations to the exterior, structural, plumbing or electrical elements of the Property shall mean: (i) to make non-structural Alterations alterations which affect the foundation or a series “footprint” of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises and the improvements at the Property; (ii) to install Equipment in alterations which involve the Improvements structural elements of the improvements at the Property, such as a load-bearing wall, structural beams, columns, supports or accessions roof; or (iii) alterations which materially affect any of the building systems, including, without limitation, the electrical systems, plumbing, HVAC and fire and safety systems. If Lessor’s consent is required hereunder and Lessor consents to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to any Related Premises, so long as at the time of construction or installation making of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 or if Tenant desires to make structural Alterations to any Related Premisesalterations, the prior written approval of Landlord and Lender same shall be requiredmade by Lessee at Lessee’s sole expense by a licensed contractor and according to plans and specifications approved by Lessor and subject to such other conditions as Lessor shall require. Tenant Any work at any time commenced by Lessee on the Property shall not construct upon the Land any additional buildings without having first obtained the prior written consent be prosecuted diligently to completion, shall be of Landlord good workmanship and Lender. Landlord materials and shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the right, without the approval of or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in comply fully with all events to the terms of Paragraph 12(a) and Paragraph 26. (b) If Tenant makes this Lease. Upon completion of any Alterations pursuant to this Paragraph 13 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”)alterations, then Lessee shall promptly provide Lessor with (i) evidence of full payment to all laborers and materialmen contributing to the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impairedalterations, (ii) all such Work shall be performed by Tenant an architect’s certificate certifying the alterations to have been completed in a good conformity with the plans and workmanlike mannerspecifications, (iii) all a certificate of occupancy (if the alterations are of such Work shall be expeditiously completed in compliance with all Legal Requirementsa nature as would require the issuance of a certificate of occupancy), and (iv) all such Work shall comply with the requirements of all insurance policies required any other documents or information reasonably requested by Lessor. Any addition to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof alteration of the Equipment being replaced or (B) the value and useful life Property shall automatically be deemed a part of the Equipment being replaced immediately prior Property and belong to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this LeaseLessor, and Tenant Lessee shall execute and deliver to Landlord any document requested Lessor such instruments as Lessor may require to evidence the ownership by Landlord evidencing the assignment to Landlord Lessor of all estatesuch addition or alteration. Lessee shall execute and file or record, rightas appropriate, title and interest (other than the leasehold estate created hereby) a “Notice of Tenant Non-Responsibility,” or any other Person thereto or therein, and (ix) Tenant shall comply, to equivalent notice permitted under applicable law in the extent requested by Landlord or required by this Lease, with state where the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased PremisesProperty is located.

ALTERATIONS AND IMPROVEMENTS. (a) Tenant shall have the right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then existsLender, to make (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to 250,000 for any one Related Premises (or $1,500,000 in the aggregate) and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, with respect to 250,000 for any one Related PremisesPremises (or $1,500,000 in the aggregate), so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $1,000,000 250,000 for any one Related Premises (or if Tenant desires to make structural Alterations to any Related Premises$1,500,000 in the aggregate), the prior written approval of Landlord and Lender shall be required, such approval not to be unreasonably withheld, delayed or conditioned. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord , which consent shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required. Tenant shall have the rightunreasonably withheld, without the approval of delayed or notice to Landlord, to install any equipment, machinery and other personal property in the Improvements that are required for the operation of its business, subject in all events to the terms of Paragraph 12(a) and Paragraph 26conditioned. (b) If Tenant makes any Alterations pursuant to this Paragraph 13 or Paragraph 36 hereof or as required by Paragraph 12 or 17 hereof (such Alterations and actions being hereinafter collectively referred to as “"Work”"), then (i) the market value of the Leased Premises or any Related Premises shall not be materially lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to 19 the occurrence of the event which required its replacement (assuming such replaced Replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a), whether or not such Work involves restoration of the Leased Premises.