Common use of Alterations and Repairs Clause in Contracts

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost and expense the improvements described in Exhibit B. All other improvements to the Premises ("Alterations") shall be installed at the cost and expense of Tenant, but only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on Landlord's list of approved contractors; provided, however, that Landlord's consent will not be required in the case of Alterations which meet all of the following criteria: (i) they are not structural in nature, (ii) they are not visible from the exterior of the Building, (iii) they do not affect or require material modification of the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregate. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant of the estimated cost of such services. All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Term. Tenant shall remove all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exterior.

Alterations and Repairs. A. Landlord agrees 10.1 Tenant shall not make or suffer to install at be made any permanent, affixed alterations, additions or improvements (collectively “Alterations”) to or of the Demised Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's cost and expense the improvements described in Exhibit B. ’s consent, not unreasonably withheld, conditioned, or delayed. All other improvements to the Premises ("Alterations") such Alterations shall be installed at the cost performed by contractors reasonably approved by Landlord and expense of Tenant, but only in accordance with plans and specifications which have been previously submitted subject to and approved in writing conditions specified by Landlord. Notwithstanding the foregoing, and only by Landlord with respect to any Alterations that impact the roof or by contractors and subcontractors approved (mechanical, heating, air conditioning, plumbing, life safety or previously approved) by Landlord electrical systems or on Landlord's list of approved contractors; provided, however, that Landlord's consent will not be required in the case of Alterations which meet all of the following criteria: (i) they are not structural in nature, (ii) they are not visible from the exterior of equipment servicing the Building, (iii) they do not affect or require material modification of Tenant shall be required to utilize contractors designated by Landlord. Prior to commencing any Alterations, Tenant shall deliver to Landlord certificates evidencing that Tenant’s contractors have adequate insurance coverage and that name Landlord, its management company and any other parties designated by Landlord as an additional insured. If any such Alterations to the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregate. Demised Premises consented to by Landlord shall designate at the time of approval which Alterations must be removed made by Tenant at the end of the Term. Only in connection with any request Landlord for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work LetterTenant’s account, Tenant shall reimburse Landlord for the cost thereof (including a reasonable fees charge for Landlord’s overhead related thereto) as the work proceeds within five (5) days after receipt of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant of the estimated cost of such servicesstatements therefor. All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Term. Tenant shall remove all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of upon their installation and/or completion and shall remain on the date of Demised Premises upon the expiration or termination of this Lease or upon earlier vacating of without compensation to Tenant unless Landlord elects by notice to Tenant to have Tenant remove the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished same, in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. event Tenant shall promptly give Landlord written notice restore the Demised Premises to their condition prior to the installation of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently Alterations. Notwithstanding anything herein contained to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shallthe contrary, upon receipt the expiration or termination of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at remove all of Tenant’s equipment, trade fixtures and other personal property used or installed by Tenant within and servicing the Demised Premises, unless Landlord in its expense keep in good ordersole discretion, condition consents to the surrender of all or any portion of such property as part of the Demised Premises. Tenant shall repair and repair restore any damage to the interior Demised Premises or any part of the Building (including all fixtures installed caused by such removal by Tenant. 10.2 Subject to the provisions of this Lease, water heaters within Tenant shall keep the Demised Premises and plate glass) every part thereof in good condition and repair, Tenant hereby waiving all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Demised Premises as provided by any law, statute or otherwise now or hereafter in effect. All repairs made by or on behalf of Tenant shall promptly be made and adequately repair performed in such manner as Landlord may designate, by contractors or mechanics approved by Landlord and in accordance with the rules relating thereto annexed to this Lease as Exhibit C and all glass, doors, fixtures, equipment applicable laws and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary regulations of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefitgovernmental authorities having jurisdiction. Tenant shall deliver up shall, subject to the Premises provisions of Section 10.1 hereof and the Move Out Conditions articulated in Exhibit D, at the termination end of the Lease Term surrender to Landlord the Demised Premises in the same condition as when received received, ordinary wear and tear and damage by fire, earthquake, act of God or the elements excepted. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof and no representations respecting the condition of the Demised Premises or the Building have been made by Landlord to Tenant. 10.3 Tenant shall not employ, broom clean or permit the employment of, any contractor, mechanic or laborer, or permit any materials to be delivered to or used in the Building, if, in Landlord’s sole judgment, such employment, delivery or use will interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. If such interference or conflict occurs, upon L▇▇▇▇▇▇▇’s request, Tenant shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. 10.4 Tenant shall pay to Landlord, upon demand, all out-of-pocket costs actually incurred by Landlord in connection with the Alterations, including costs incurred in connection with (a) Landlord’s review of the Alterations (including review of requests for approval thereof) and free (b) the provision of Building personnel during the performance of any alteration, or otherwise to facilitate the Alterations. Tenant shall, upon request, provide Landlord with reasonable evidence of all debrisamounts expended by it for Alterations (including any “soft costs”). Notwithstanding the foregoing, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the L▇▇▇▇▇▇▇’s prior written consent shall not be required for any Alteration which satisfies all of Landlordthe following conditions (hereinafter “Cosmetic Alterations”): (i) such Alteration is non-structural, install any signs is in the nature of usual and customary cosmetic office improvements; (ii) the cost of such Alteration does not exceed Ten Thousand Dollars ($10,000) individually or, when aggregated with the other Cosmetic Alterations made in the last 12-month period, Fifty Thousand Dollars ($50,000); (iii) Tenant delivers to Landlord notice of its intent to construct such Alteration, which notice will include final plans, specifications and working drawings for such Alteration , if required (e.g., if such Alteration requires a building permit or advertising media plans or drawings are customarily prepared in connection with such Alteration), at least ten (10) business days prior to commencement of any type on the work thereof; (iv) the Alteration does not affect the utility, mechanical or about electrical systems and equipment related thereto within or servicing the Building, the roof or other structural components of the Demised Premises which is visible from or the Building, or the exterior of the Demised Premises; (v) the Alterations cannot be seen from outside the Demised Premises (window treatments expressly being deemed seen from outside the Demised Premises); (vi) such Alteration complies with all applicable laws, (vii) such Alteration is equal to or exceeds Building standard; and (viii) Tenant otherwise complies with all other than the signage permitted under terms and conditions set forth in this Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exterior10.

Alterations and Repairs. A. Landlord agrees to install Tenant shall, at Landlord's cost and expense the improvements described in Exhibit B. All other improvements to its own expense, maintain the Premises ("Alterations") shall be installed at the cost in a clean, neat and expense of Tenant, but only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlordsanitary condition, and only shall keep the Premises and every part thereof (including, without limitation, all fixtures, alterations, improvements, systems and equipment in or exclusively serving the Premises whether installed by Landlord or by contractors and subcontractors approved (or previously approvedTenant) by Landlord or on Landlord's list of approved contractors; provided, however, that Landlord's consent will not be required in the case of Alterations which meet all of the following criteria: (i) they are not structural in nature, (ii) they are not visible from the exterior of the Building, (iii) they do not affect or require material modification of the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregate. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant of the estimated cost of such services. All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Term. Tenant shall remove all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Buildingtenantable condition, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glassdamage to the Premises under the supervision and with the approval of Landlord and within a reasonable period of time as specified by Landlord, doorsloss by ordinary wear and tear, fixturesfire and other casualty excepted. If Tenant does not do so promptly and adequately within thirty (30) days following written notice from Landlord of its request that Tenant do so, equipment Landlord may, but need not, make such repairs and appurtenances therein damaged Tenant shall pay Landlord immediately upon request by Landlord. Tenant hereby waives all rights to make repairs at the expense of Landlord as provided by any law, statute or brokenordinance now or hereafter in effect, except that (i) in an emergency when damage to Tenant’s property or personnel is imminent, if Tenant is unable to contact Landlord or its property managers despite the exercise by Tenant of reasonable efforts, or if Tenant is able to contact Landlord and/or its property managers, but the party contacted advises Tenant that such party is unable to take immediate action, or (ii) if Tenant notifies Landlord of a repair it claims to be necessary (provided that such repair is Landlord’s obligation under this Lease) and such claim is not disputed by Landlord, and Landlord does not repair it within thirty (30) days following written notice from Tenant of its request that Landlord do so (or such longer period of time as may be reasonably required to cure a matter which, due to its nature, cannot reasonably be remedied within thirty (30) days provided that Landlord is pursuing such remedy diligently), then in either event Tenant may take such reasonable steps, including repair, as are necessary for Tenant’s continued use and enjoyment of the Premises or to protect property and/or personnel, and, within twenty (20) days after receipt by Landlord of an invoice and supporting documentation showing Tenant’s actual and reasonable costs of such necessary steps, Landlord shall reimburse Tenant for such actual and reasonable costs. To the extent not covered by insurance that Landlord carries or is required by the beneficiary terms of warranties this Lease to carry, Tenant shall pay for any repairs to the Premises and/or the Riverwalk Project made necessary by any negligence or carelessness of Tenant or its employees or invitees (notwithstanding anything to the contrary contained in this Lease). B. Tenant may not do any work (“Alterations”) in the Premises such as, but not limited to, erecting permanent partitions, making alterations or additions, nailing, boring or screwing into the ceilings, walls or floors without the consent of Landlord in each and every instance, provided however, that a cosmetic Alteration such as painting, decorating, wallpapering, carpeting or hanging pictures does not require notice to or the approval of Landlord and provided further, Landlord’s consent shall not be unreasonably withheld, conditioned or delayed in cases of non-cosmetic Alterations. Under such circumstances however, compliance with this Section 13.B. is required. The decision of Landlord to refuse such consent shall be conclusive. It shall not be unreasonable for Landlord to withhold its approval of any Alteration which cover impacts structure or any building system, penetrates the roof, would interfere with adjacent tenants, or which would otherwise result in requiring additional improvements to the Premises and/or the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Riverwalk Project. In no event shall Tenant have the right to install any fencing, barrier or other obstruction or take any action that prohibits access to and/or through the Medicis Development (other than the Premises) by other tenants or occupants of the Riverwalk Project and their agents, employees or invitees. In the event Landlord grants the requested approval, Tenant shall be responsible for the cost of any such Alteration, as well as the cost of any improvements to the Premises and/or the Riverwalk Project required as the result thereof. In order to obtain such consent, Tenant shall furnish Landlord: (i) plans and specifications for the Alterations (which Tenant warrants are in conformance with all applicable Laws and consistent in all respects with the aesthetics and the following “Systems” of the Premises: electrical, heating, ventilating, air-cooling, plumbing/fire protection and structural) prepared at the expense of Tenant's , by the Building engineers, or at the reasonable discretion of Landlord, other engineers acceptable to Landlord, (ii) affidavits from such engineers stating that the Alterations will not in any way adversely affect any Systems in the Premises, (iii) names and addresses of contractors (“Contractors”) and subcontractors (“Subcontractors”), (iv) copies of contracts with Contractors and Subcontractors which shall provide, among other things, that no changes, amendments, extras or additional work are permitted without the consent of Landlord, and (v) evidence of insurance coverage reasonably acceptable to Landlord. In addition, Tenant shall comply with any and all additional procedures and requirements set forth on Appendix “B” in connection with any such Alterations. Landlord reserves the right to deny any Contractor or Subcontractor entry to the Premises but the failure of Landlord to exercise this right shall not be deemed an approval of either the financial stability or quality of workmanship of any such Contractor or Subcontractor. C. If Landlord grants such consent, all Alterations shall be performed at the sole expense of Tenant, in a workmanlike manner and materials furnished shall be of a like quality to those in the Building. If the Alterations involve any Systems, such shall be performed under the supervision of Landlord and by contractors selected by Landlord. If the Alterations do not involve Systems, such shall be performed under the supervision of Landlord. Subsequent to the granting of the consent by Landlord but before the commencement of the Alterations or delivery of any materials onto the Premises, Tenant shall furnish Landlord: (i) necessary permits, and/or other approvals required by the Community, (ii) sworn Contractor affidavits listing all subcontracts with suppliers of materials and/or labor, with whom Contractors have contractual relations for the Alterations, and setting forth a summary of such contractual relationships, (iii) Subcontractor affidavits, (iv) if such Alterations cost Fifty Thousand Dollars ($50,000.00) or more, (1) for credit-worthy tenants (to be determined reasonably by Landlord) indemnification in the form of an irrevocable Letter of Credit in a sum equal to the total value of the Alterations, and (2) for all other tenants, indemnification in the form of cash in a sum equal to the total value of the Alterations, (v) certificates of insurance from all Contractors and Subcontractors performing labor or furnishing materials, insuring against any and all claims, costs, damages, liabilities and expenses which may be reasonably requested by Landlord. The certificates of insurance required, in addition to any other requirements of Landlord, must evidence coverage in amounts and from companies satisfactory to Landlord and may be cancelable only with ten (10) days’ advance notice to Landlord. All commercial general liability insurance policies shall name as additional insureds Landlord, the Master Lessor and their respective agents, members and beneficiaries, if any, thereunder, and Management Agent, and any other parties reasonably requested by Landlord, all as their interests may appear. If Landlord consents or supervises, such shall not be deemed a warranty as to the adequacy of the design or workmanship or quality of the materials and Landlord hereby disavows any responsibility and/or liability for such. Additionally, under no circumstances shall Landlord have any responsibility to repair obligationsor maintain any portion of the Alterations which either does not function or ceases to function. D. Prior to the commencement or construction of any Alterations, Tenant shall give the Master Lessor and the Secretary ten (10) days’ advance notice in writing of its intention to begin such construction, repair or alteration, in order that non-responsibility notices may be posted and recorded as may be provided by any applicable Laws. Nothing contained in this Lease shall be construed as an obligation of the Secretary or Master Lessor to post such non-responsibility notices. If required by the Community, in lieu of satisfying the requirement set forth in Section 13.C.(iv) above, Tenant shall post a payment bond and/or a performance bond in the amount of the total value of the Alterations assuring lien free completion in accordance with approved plans and specifications. Such bonds shall be for the mutual benefit of, Landlord, the Master Lessor, the Secretary and Tenant and shall be issued in the names of Landlord, the Master Lessor, the Secretary and Tenant, as obligees and beneficiaries. Prior to the date Tenant commences construction of any Alterations, Tenant shall submit evidence satisfactory to Landlord and the Secretary that such bonds have been issued. During construction of the Alterations, upon receipt by Landlord of waivers of mechanics’ liens and percentage completion certificates from Tenant, Contractors and the architect, Landlord shall either assign such warranties disburse the funds deposited pursuant to Section 13.C.(iv)(2) to the joint order of Tenant orand Contractors. E. Upon completion of the Alterations, and prior to final payment, Tenant shall (a) file or record in the office of the County Recorder where the Medicis Development is located and post upon the Premises, if they are not assignableand as may be required by Law, a Notice of Completion, (b) obtain the written approval of Landlord for the quality of the Alterations, and (c) furnish Landlord with: (i) Tenant, Contractors, and architectural completion affidavits, (ii) full and final waivers of lien, (iii) receipted bills covering all labor and materials expended and used, (iv) other appropriate documents evidencing completion of the Alterations, (v) as-built plans of the Alterations, and (vi) a copy of any required Notice of Completion. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. F. Tenant shall use reasonable efforts pay Landlord’s direct, out-of-pocket operating expenses for after-hours, overtime elevator and/or hoist expenses incurred by Landlord in connection with any improvements to enforce such warranties for Tenant's benefitthe Premises, including base building work, but only to the extent that Tenant requests after-hours work. Tenant shall deliver up cooperate with Landlord in scheduling such use. G. If the Alterations are being done near the Commencement Date, Tenant agrees to commence payment of Base Rent and all Additional Rent upon the date and in the manner provided in this Lease notwithstanding any delay in completing the Alterations or the Premises which may result from the performance of the Alterations by Tenant or its Contractors. H. Tenant shall procure, or cause to be procured, and pay for all permits, licenses, approvals, certificates and authorizations necessary to the prosecution and completion of the Alterations. All Alterations shall be done in strict accordance with all Laws and requirements of any applicable board of underwriters or fire rating bureau and all municipal, state, tribal, federal and other authorities having jurisdiction. Where drawings and specifications conflict with the law, the law is to be followed. Tenant shall promptly notify the respective departments or official bodies when the Alterations are ready for inspection and shall, at once, do all work required to remove any violations or to comply with such inspections, without additional charge to Landlord. Tenant shall perform, or cause to be performed, all work necessary to obtain approvals from authorities mentioned above without additional cost to Landlord. I. Except with respect to the initial construction of the Premises, Tenant agrees to reimburse Landlord for actual, out-of-pocket sums expended for examination and approval of the architectural and mechanical plans and specifications. Such reimbursement shall exclude, however, cost of any of Landlord’s employees (including a fee for overhead), but include cost of any “third-party” consultants, architects, engineers, attorneys, or other consultants. In addition, except with respect to the initial construction of the Premises, Landlord reserves the right to charge Tenant a fee for services to review plans and specifications, to review work as it progresses, to evaluate that work in place is consistent with approved plans, and to prepare a final inspection and punchlist. The amount of the fee shall be the greater of two percent (2%) of the cost of the work or at least $104.00 per hour, or such other reasonable rate as may be established from time to time by Landlord. Such fee shall be established prior to commencement of the Alterations. J. [Intentionally omitted] K. Tenant hereby agrees to indemnify and hold the Master Lessor, the Community, the Secretary, the United States and their respective agents and employees harmless for, from and against any and all Losses which may arise out of or be connected in any way with the construction of the Alterations. Tenant hereby agrees to indemnify and hold Landlord and its members, mortgagees, Management Agent and their respective agents and employees harmless for, from and against any and all Losses which may arise out of or be connected in any way with the construction of the Alterations, except to the extent the same result from the negligence or willful misconduct of Landlord or its members, managers, Management Agent or their respective agents and employees. Any mechanic’s lien (or any notice preliminary to lien) filed against the Premises, or the Riverwalk Project, for the Alterations or materials claimed to have been furnished to Tenant shall be discharged of record (or paid if a notice be served) by Tenant within ten (10) days after filing (or service) at the expense of Tenant, provided however, that if Tenant has on deposit with Landlord one hundred fifty percent (150%) of the lien in cash and otherwise holds Landlord harmless and indemnifies Landlord, Tenant may contest the lien, but only so long as Tenant diligently prosecutes such lien contest. Nothing contained in this Lease shall be construed as a waiver of the immunity of trust or restricted property from mechanic’s liens while the Premises are in a trust or restricted status or provide any governmental agency a right to tax Landlord. L. All building-standard additions, decorations, fixtures, hardware, non-trade fixtures and all permanent improvements, in or upon the Premises (including, but not limited to, floor to ceiling demountable partitions and all infrastructure associated with such installation, indirect lighting attached to movable furniture partitions, areas of raised computer flooring and underfloor, cabling, electrical distribution and ductwork), whether placed there by Tenant or Landlord, shall, unless Landlord requests their removal at the time Landlord consents to the applicable Alteration, become the property of Landlord and shall remain upon the Premises at the termination of this Lease by lapse of time or otherwise without compensation, allowance or credit to Tenant. If, upon the Lease in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent request of Landlord, install any signs or advertising media Tenant does not remove said additions, decorations, fixtures, hardware, non-trade fixtures and improvements, Landlord may remove them and Tenant shall pay the expense of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but such removal to Landlord upon demand. Tenant may install such materials without Landlord's consent if they are not visible from request in writing at the exterior.time it submits its plans a

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost Consent and expense the Conditions Tenant shall not make any improvements described in Exhibit B. All other improvements or alterations to the Premises (the "AlterationsWork") which term shall be installed at not include the cost and expense of Tenant, but only Initial Improvements to which Appendix C refers) without in accordance with each instance submitting plans and specifications which have been previously submitted specifications, for the Work to Landlord and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on obtaining Landlord's list of approved contractors; provided, however, that prior written consent. Tenant shall pay Landlord's consent will not be required in the case of Alterations which meet all standard charge ($250) for review of the following criteria: plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (ia) they are not impacts the base structural in nature, (ii) they are not visible from the exterior components or systems of the Building, (iiib) they do not affect impacts any other tenant's premises, or require material modification of (c) is visible from outside the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregatePremises. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant actual costs incurred for review of the estimated cost of such services. All Alterations shall be constructed in accordance with plans and all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Termitems submitted by Tenant. Tenant shall remove pay for the cost of all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations Work. All work shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Buildingits installation, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties except for Tenant's benefit. trade fixtures and for items which Landlord requires Tenant shall deliver up the Premises to remove at Tenant's cost at the termination of the Lease pursuant to Section 5D. The following requirements shall apply to all Work: (1) Prior to commencement, Tenant shall furnish to Landlord building permits, certificates of insurance satisfactory to Landlord, and, at Landlord's request, reasonable security for payment of all costs. (2) Tenant shall perform all Work so as to maintain peace and harmony among other contractors serving the Project and shall avoid interference with other work to be performed or services to be rendered in the same condition Project. (3) The Work shall be, performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations ("Governmental Requirements"). (4) Tenant shall perform all Work so as when received by Tenantto minimize or prevent disruption to other tenants, broom clean and free of Tenant shall comply with all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations requests of Landlord under this excepted. Any repairs or replacements in response to complaints from other tenants. (5) Tenant shall be perform all Work in compliance with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from "Policies, Rules and Procedures for Construction Projects" in effect at the exteriortime the Work is performed. (6) Tenant shall permit Landlord to supervise all Work. (7) Upon completion, Tenant shall furnish Landlord with contractor's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation required in Landlord's "Policies, Rules and Procedures for Construction Projects".

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost ’s Consent and expense the Conditions. Tenant shall not make any improvements described in Exhibit B. All other improvements or alterations to the Premises ("Alterations"the “Work”) shall be installed at the cost and expense of Tenant, but only without in accordance with each instance submitting plans and specifications which have been previously submitted for the Work to Landlord and approved in writing by obtaining Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on ’s prior written consent. Tenant shall pay Landlord's list of approved contractors; provided, however, that Landlord's consent will not be required in the case of Alterations which meet all ’s standard charge for review of the following criteria: plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (ia) they are not impacts the base structural in nature, (ii) they are not visible from the exterior components or systems of the Building, (iiib) they do not affect impacts any other tenant’s premises, or require material modification of (c) is visible from outside the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregatePremises. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant actual costs incurred for review of the estimated cost of such services. All Alterations shall be constructed in accordance with plans and all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Termitems submitted by Tenant. Tenant shall remove pay for the cost of all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations Work. All Work shall become the property of Landlord as upon its installation, except for Tenant’s trade fixtures and for items which Landlord requires Tenant to remove at Tenant’s cost at the termination of the date Lease pursuant to Section 5E. Tenant shall designate those items which it considers to be its trade fixtures in any request for Landlord’s approval of termination alterations. Any alterations not designated as such in Tenant’s request shall be deemed not to be trade fixtures. All Initial Improvements constructed under Appendix C shall become the property of this Lease or Landlord upon earlier vacating of the Premises installation, and title shall pass be surrendered to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of this Lease or of Tenant’s right to possession. The following requirements shall apply to all Work: (1) Prior to commencement, Tenant shall furnish to Landlord building permits, certificates of insurance satisfactory to Landlord, and, at Landlord’s request, security for payment of all costs. (2) Tenant shall perform all Work so as to maintain peace and harmony among other contractors serving the Lease Project and shall avoid interference with other work to be performed or services to be rendered in the same condition Project. (3) The Work shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (4) Tenant shall perform all Work so as when received by Tenantto minimize or prevent disruption to other tenants, broom clean and free of Tenant shall comply with all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations requests of Landlord under this exceptedin response to complaints from other tenants. (5) Tenant shall perform all Work in compliance with Landlord’s “Policies, Rules and Procedures for Construction Projects” in effect at the time the Work is performed. (6) Tenant shall permit Landlord to supervise all Work. Any repairs or replacements shall be with materials Landlord may charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and workmanship all other costs of the same characterWork, kind if Landlord’s employees or contractors perform the Work. (7) Upon completion, Tenant shall furnish Landlord with contractor’s affidavits and quality as the original. Tenant will notfull and final statutory waivers of liens from all contractors and subcontractors, without the prior written consent of as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation required in Landlord’s “Policies, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exteriorRules and Procedures for Construction Projects”.

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost Consent and expense the Conditions. --------------------------------- Tenant shall not make any improvements described in Exhibit B. All other improvements or alterations to the Premises (the "AlterationsWork") shall be installed at without in each instance submitting plans, specifications and cost ---- estimates for the Work to Landlord and obtaining Landlord's prior written consent unless (a) the cost and expense of Tenant, but only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved thereof is less than five thousand dollars (or previously approved) by Landlord or on Landlord's list of approved contractors; provided, however, that Landlord's consent will not be required in the case of Alterations which meet all of the following criteria: (i) they are not structural in nature$5,000.00), (iib) they are such Work does not visible from impact the exterior base structural components or systems of the Building, (iiic) they do such Work will not affect impact any other tenant's premises, and (d) such Work is not visible from outside the Premises. Tenant shall pay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) impacts the base structural components or require material modification systems of the Building, (b) impacts any other tenant's electricalpremises, mechanical, plumbing, HVAC or other systems, and (ivc) they do not cost more than $50,000 in aggregateis visible from outside the Premises. Landlord shall designate not unreasonably withhold or delay its consent to Work requested by Tenant unless such Work affects, directly or indirectly, the Building structure or mechanical or life safety systems at the time of approval Project, in which Alterations must case Landlord may withhold such consent in its sole discretion. Landlord shall be removed deemed to have consented to the Work requested by Tenant at the end if Landlord fails to deliver written notice of the Term. Only in connection with any disapproval to Tenant's within thirty (30) business days following Landlord's receipt of such request if (and only if) Tenant's request included (i) detailed plans, specifications and cost estimates for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letterand (ii) the following statement in bold capital 12 point letters: "PURSUANT TO SECTION 5A OF THE LEASE, LANDLORD'S SHALL BE DEEMED TO HAVE CONSENTED TO THE WORK REQUESTED HEREIN IF LANDLORD FAILS TO DELIVER WRITTEN NOTICE OF DISAPPROVAL TO TENANT WITHIN THIRTY (30) BUSINESS DAYS FOLLOWING LANDLORD'S RECEIPT OF THIS REQUEST." Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant actual costs incurred for review of the estimated plans and all other items submitted by Tenant. Tenant shall pay for the cost of such servicesall Work. All Alterations Work shall be constructed in accordance with all governmental lawsbecome the property of Landlord upon its installation, ordinances, rules except for Tenant's trade fixtures and regulations ("Laws") and for items which Landlord requires Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment remove at Tenant's cost at the termination of the costs thereof and Lease pursuant to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the workSection 5E. The following requirements shall apply to all Work: (1) Prior to commencement, Tenant shall deliver furnish to Landlord detailed plans and specifications, building permits, certificates of insurance satisfactory to Landlord (including, without limitation, certificates evidencing the insurance Tenant, its contractors and subcontractors are required to maintain under Section 8(C)), and, at Landlord's request, security for payment of all costs. (2) Tenant shall perform all Work so as to maintain peace and harmony among other contractors serving the Project and shall avoid interference with other work to be performed or services to be rendered in the Project. (4) Tenant shall perform all Work so as to minimize or prevent disruption to other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (5) Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (6) Tenant shall permit Landlord to supervise all Work. Landlord may charge a set supervisory fee not to exceed seven percent (7%) of labor, material, and all other costs of the Work, if Landlord's employees or contractors perform or otherwise supervise the Work. (7) Upon completion, Tenant shall furnish Landlord with contractor's affidavits and full and final "statutory waivers of liens, as-built" plansbuilt plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation required in Landlord's "Policies, Rules and Procedures for Construction Projects". All Alterations Within thirty (30) business days following Landlord's receipt of a written request by Tenant, Landlord shall be waive and remain the property subordinate in favor an institutional or other reputable lender of Tenant during the Term. Tenant shall remove all Alterations which were not approved by any interest Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of may have in Tenant's trade fixtures located at the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become that (i) the property form and content of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises said waiver and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may subordination must be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice acceptable to Landlord, effect such repair or cure (ii) the financing to which said waiver and Landlord shall, upon receipt subordination pertains shall be obtained in the ordinary course of Tenant's actual invoices, reimburse business and (iii) Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. pays concurrently with Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost delivery of such repairs or maintenance or the curing said waiver and subordination all of such defect. C. Landlord shall be responsible for any costs Landlord's reasonable attorneys' fees and other expenses incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterationsconnection therewith. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exterior.

Alterations and Repairs. A. Landlord agrees to install at Tenant shall not, without Landlord's cost and expense the improvements described prior written consent, which consent shall not be unreasonably withheld, permit any alteration, improvement, addition or installation in Exhibit B. All other improvements or to the Premises (all of which is collectively referred to as "AlterationsWork"), including installation of telephone, computer or internal sound or paging systems or other similar systems, or the performance of any decorating, painting and other similar work in the Premises. Notwithstanding the foregoing, Landlord's consent shall not be required in the event Tenant desires to perform work in any portion of the Premises located on the Floor 2 or Floor 3 of the Building which Work is decorative, non-structural, does not affect the Building's systems, does not require a building permit and does not exceed Ten Thousand and No/100 Dollars ($10,000.00) in costs, subject to the following conditions: (i) Tenant shall be installed at the cost and expense of Tenant, but only in accordance with plans and specifications which have been previously submitted to and approved notify Landlord in writing by of the location and the nature of such Work at least five (5) business days prior to the start of such Work; (ii) Landlord shall have right, within such five (5) business day period, to require Tenant to modify the proposed Work so as to not cause a building code violation or interfere with the structure or mechanical systems of the Building; and (iii) Landlord shall have the right to approve the proposed contractors and subcontractors, if any. Tenant agrees that any Work of any nature affecting Floor 1 or the Mezzanine of the Building shall require the approval of Landlord. In no event shall Tenant or any of its contractors or employees perform any work which would penetrate, and only by damage or alter any of the granite surfaces located in the Premises without Landlord's prior written consent. In the event Landlord or consents to any Work, Landlord reserves the right cause such Work to be performed by contractors and subcontractors approved (or previously approved) by Landlord and Tenant, in which event Tenant shall pay the cost of preparation of the plans, permits, the fees of said contractors and subcontractors. Before commencement of any Work or on delivery of any materials into the Premises or the Building, Tenant shall furnish to Landlord, for its prior written approval, architectural plans and specifications certified by a licensed architect or engineer reasonably acceptable to Landlord, and such other documentation as Landlord shall reasonably request. Tenant agrees to hold Landlord, its beneficiaries and their respective agents, partners, officers, servants and employees forever harmless against all claims and liabilities of every kind, nature and description which may arise out of or in any way be connected with any such Work. Tenant shall pay Landlord's list of approved contractors; providedreasonable out-of-pocket expenses (including, howeverwithout limitation, that expenses related to Landlord's consent will not hiring of engineers, architects and other professionals) for reviewing plans and materials submitted to Landlord for approval. Tenant shall pay the cost of all such Work and the cost of decorating and altering the Premises and the Building occasioned by any such Work. Landlord shall have the right to require Tenant to deliver to Landlord cash or other security in an amount and form acceptable to Landlord to be required held in escrow by Landlord to assure prompt payment for the case cost of Alterations which meet all any such Work. B. In the event that Landlord permits Tenant to hire its own contractors for the performance of any Work, then in addition to the provisions of Section 5A, the following criteriashall apply: (i) they are not structural prior to the commencement of the Work or the delivery of any materials to the Building, Tenant shall submit to Landlord, for Landlord's approval, copies of the contracts, names, and addresses of all contractors, necessary permits and licenses, certificates of insurance (including, without limitation, Workmen's Compensation, comprehensive general liability and adequacy of design insurance) and instruments of indemnification and waivers of lien against any and all claims, costs, expenses, damages and liabilities which may arise in natureconnection with the Work, all in such form and amount as shall be satisfactory to Landlord; (ii) they are not visible from the exterior of the Building, (iii) they do not affect or require material modification of the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregate. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the all such Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant of the estimated cost of such services. All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's done only by union contractors or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Term. Tenant shall remove all Alterations which were not mechanics approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord Tenant (which approval shall not be unreasonably withheld) so and at such time and in such manner as not Landlord may from time to damage the Building. B. time designate; (iii) upon completion of any Work, Tenant shall furnish Landlord with as-built plans, contractors' affidavits, full and final waivers of lien, receipted bills covering all labor and materials expended and used in connection with such Work; and (iv) all such Work shall maintain in good repair comply with all insurance requirements, all laws, ordinances, rules and condition the exterior regulations of all governmental authorities, and all structural portions of the Building and all portions of the Premises outside collective bargaining agreements applicable to the Building, includingand shall be done in a good and workmanlike manner and with the use of good grades of materials. C. Tenant agrees to protect, but not limited to maintainingdefend and indemnify Landlord, repairingits agents and employees, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems Premises and the exterior walls Building from and against any and all liabilities of every kind and description which may arise out of or be connected in any way with said alterations, improvements or repairs or the like whether performed by or under the direction of Landlord and at the cost of Tenant or performed by Tenant unless caused by the gross negligence or wilful misconduct of Landlord, its agents or employees. Any mechanic's lien filed against the Premises or the Building or any notice which is received by either Landlord or Tenant for work or materials furnished or claimed to be furnished to Tenant or the Premises shall be released and discharged by Tenant; and, if such lien or notice is filed it shall be released and discharged of record by Tenant, in either case, within ten (10) days after such filing or receipt, whichever is applicable, at Tenant's expense. If Tenant chooses to contest such claim, notice or lien, Tenant may do so in place of causing the release and discharge thereof provided Tenant, within said ten (10) day period, delivers to Landlord security reasonably required by Landlord to guarantee over such claim or lien. D. Unless otherwise provided by written agreement, all alterations, improvements and fixtures (except trade fixtures) installed by Tenant shall be surrendered with the Premises and shall become Landlord's property without compensation to Tenant, except that, at Landlord's option, Tenant shall, at its expense when surrendering the Premises or on the termination of the term of this Lease or the termination of Tenant's right of possession, remove from the Premises and the Building all or any of such alterations, improvements and fixtures installed in the Premises by Tenant. Notwithstanding the foregoing provisions of this Section 5D, Tenant may, prior to installing any alterations, improvements or fixtures, request in writing that Landlord agree and consent that such alterations, improvements and fixtures need not be removed by Tenant when Tenant surrenders possession of the Premises, and, if Landlord does so agree and consent, then Tenant shall not be required to remove the same as provided in this Section 5D. In addition, Tenant may, prior to installing any alterations, improvements or fixtures, request in writing that Landlord agree and consent that such alterations, improvements and fixtures be permitted to be removed by Tenant when Tenant surrenders possession of the Premises. Landlord shall not unreasonably withhold its consent to such removal provided (i) such alterations, improvements and fixtures were paid for with funds supplied by Tenant and not by Landlord, (ii) such removal shall not permanently damage the Premises or the Building, maintaining and repairing all parking lots (iii) Tenant promptly repairs any damage caused by such removal, at Tenant's sole cost and landscapingexpense. Furthermore, keeping parking spacesLandlord agrees that Tenant shall not be obligated to remove any of the alterations, driveways improvements or fixtures identified on Tenant's Space Plan attached to this Lease as Exhibit I, provided (a) Landlord reserves the right to require Tenant to remove any toilets Tenant installs in the Premises, and sidewalks reasonably free from snow (b) Landlord reserves the right to require Tenant to remove any alterations, improvements or fixtures made to or installed in the Premises which are beyond the scope of the work identified in Tenant's Space Plan. Each and ice every removal shall be done in a good and taking reasonable actions workmanlike manner, and upon such removal Tenant shall restore the Premises to keep its condition prior to the Building free from infestation installation of insectssuch alterations, rodentsimprovements and fixtures. If Tenant does not remove such alterations, bugs or animals. To improvements and fixtures after request to do so by Landlord, Landlord may remove the extent permitted under Article Vsame and restore the Premises, and Tenant shall pay the costs incurred by cost of such removal and restoration to Landlord hereunder will be Operating Costsupon demand. Tenant shall promptly give also remove its furniture, equipment, trade fixtures and all other items of personal property from the Premises prior to the end of the term or any extension thereof, or of the termination of right of possession, however ended; and if Tenant does not remove such items, Tenant shall be conclusively presumed to have conveyed the same to Landlord written notice under this Lease as a ▇▇▇▇ of sale without further payment or credit by Landlord to Tenant, or at Landlord's sole option Landlord may cause the items covered in this sentence to be removed and stored at the risk and cost of Tenant. Tenant shall pay to Landlord, upon demand, any defect and all reasonable expenses incurred in such removal and all reasonable storage charges against such property so long as the same shall be in Landlord's possession or need for repairs, after which Landlord shall repair same under Landlord's control. Any such property of Tenant not removed from the Premises or cure such defect retaken from storage by Tenant within thirty (30) daysdays after the end of the term, however terminated or such additional time as may any extension thereof, at Landlord's sole option, shall be reasonably necessary, provided that Landlord is proceeding diligently conclusively deemed to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed forever abandoned by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exterior.

Alterations and Repairs. A. Landlord agrees to install at 5.1 Landlord's cost Consent and expense the Conditions. --------------------------------- (a) Except for Minor Alterations (as defined below), Tenant shall not make any improvements described in Exhibit B. All other improvements or alterations to the Premises (the "Alterations") shall be installed at the cost and expense of Tenant, but only ----------- without in accordance with each instance submitting plans and specifications which have been previously submitted for the Alterations to Landlord and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on obtaining Landlord's list prior written consent. Landlord shall provide or withhold its consent within ten (10) business days after Landlord's receipt of approved contractorsthe plans and specifications; provided, however, that if the nature of the Alterations is such that Landlord requires additional time to review such plans and specifications, then the ten (10) business day period shall be extended to such longer period as is reasonably necessary to complete Landlord's consent will not be required in the case review. Tenant shall pay Landlord's actual out-of-pocket costs incurred for review of Alterations which meet all of the following criteria: plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Alterations which (i) they are not impacts the base structural in naturecomponents or the Building Systems, (ii) they are not visible from outside the exterior of the Building, Premises or (iii) they do not affect or require material modification impacts any other tenant's premises. As part of the BuildingAlterations, Landlord agrees that Tenant shall be entitled to construct exterior equipment pads located outside the Building leased by Tenant hereunder and one or more exterior chemical storage facilities, provided that Tenant shall first submit to Landlord the proposed plans for such Alterations and obtain Landlord's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregatewritten approval of such plans prior to commencing such Alterations. Landlord shall designate reserves the right to require Tenant, at the time its sole cost and expense, to remove such exterior Alterations upon termination or expiration of approval this Lease. Tenant agrees and acknowledges that any parking spaces which Alterations must may be removed taken by Tenant at the end of the Term. Only in connection with any request for an approval the construction and installation of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except such pads shall be deducted from Tenant's parking spaces as set forth in the Work LetterSchedule. (b) Landlord's approval shall not be required for Alterations on the interior of the Premises costing less than Twenty-Five Thousand Dollars ($25,000.00) per project ("Minor Alterations"), provided that (i) Landlord would ----------------- not have the right to reasonably withhold consent to the Alterations pursuant to clauses (i) through (iii) of Section 5.1(a) above and such Alterations are not visible from outside the Premises; and (ii) Tenant provides Landlord with written notice of such Minor Alteration, which shall include a copy of any governmental permits required to complete such Minor Alteration, prior to commencing construction of such Minor Alteration. (c) Tenant shall pay for the cost of all Alterations, including the cost of any and all approvals, permits, fees and other charges which may be required as a condition of performing such Alterations. (d) The following requirements shall apply to all Alterations: (i) At least seven (7) days before beginning any Alterations, Tenant shall reimburse furnish to Landlord (1) written notice of the expected commencement date of the Alterations to permit Landlord to post and record a notice of nonresponsibility, (2) building permits, (3) certificates of insurance satisfactory to Landlord, and, (4) at Landlord's request with respect to Alterations in excess of Twenty-Five Thousand Dollars ($25,000.00), security for payment of all costs. (ii) Tenant shall not take any action which would violate Landlord's labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord's or any other tenant's or occupant's business or with the rights and privileges of any person lawfully in the Building ("Labor Disturbance"). Tenant shall take the actions necessary ------------------ to resolve any Labor Disturbance, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disturbance, until Landlord gives its written consent for the reasonable fees of such architect and/or engineer, provided that, prior work to Landlord's engagement of such services resume. Tenant shall have no claim for damages against Landlord notifies Tenant or any of the estimated cost Landlord Parties as a result of the above actions. (iii) The Alterations shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable laws, ordinances, regulations or requirements of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such serviceslaws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect (collectively, "Governmental Requirements"). ------------------------- (iv) Tenant shall perform all Alterations so as to minimize or prevent disruption to other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) Tenant shall perform all Alterations in compliance with any "Policies, Rules and Procedures for Construction Projects" which may be in effect at the time the Alterations is performed. (vi) All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to performed only by contractors or mechanics approved by Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Term. Tenant shall remove all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (1) so as not Landlord may, in its reasonable discretion, specify engineers, general contractors, subcontractors, and architects to damage perform work affecting the BuildingBuilding Systems; and (2) if Landlord consents to any Alterations that requires work to be performed outside the Premises, Landlord may elect to perform such work at Tenant's reasonable expense. B. (vii) Tenant shall permit Landlord shall maintain in good repair and condition the exterior and to supervise all structural portions of the Building and all portions of the Premises outside the BuildingAlterations, including, without limitation, the right (but not limited an obligation) to maintaining, repairinginspect the construction work during the progress thereof, and replacing to require corrections of faulty construction or any material deviation from the roofplans for such Alterations as approved by Landlord; provided, foundationhowever, air-conditioningthat no such inspection shall be deemed to create any liability on the part of Landlord, heatingor constitute a representation by Landlord or any person hired to perform such inspection that the work so inspected conforms with such plans or complies with any Governmental Requirements, plumbingand no such inspection shall give rise to a waiver of, electrical or estoppel with respect to, Landlord's continuing right at any time or from time to time to require the correction of any faulty work or any material deviation from such plans. (viii) If Tenant requests that Landlord manage any Alterations, then Landlord may charge a supervisory fee not to exceed three percent (3%) of labor, material, and sewerage systems and the exterior walls all other costs of the BuildingAlterations to compensate Landlord for its management and supervision of the progress of the work. (ix) Upon completion, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give furnish Landlord written notice with contractor's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation related to the Alterations, including any defect or need other information required under any "Policies, Rules and Procedures for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount Construction Projects" which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises effect at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exteriortime.

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost TENANT shall keep the PREMISES in good condition and expense the improvements described repair ordinary wear and tear and loss by fire and other casualty excepted, and shall erect any partitions, make any alterations in Exhibit B. All other improvements or additions, changes or repairs to the Premises ("Alterations") PREMISES without the LANDLORD'S prior written approval in each and every instance, such consent not to be unreasonably withheld. Unless otherwise agreed by LANDLORD and TENANT in writing, all such work shall be installed performed either by or under the direction of LANDLORD, but at the cost and expense of TenantTENANT. During the term of this Lease, but only in accordance with plans and specifications which have been previously submitted to and approved in writing no work shall be performed by Landlordor under the direction of TENANT without the express written consent of LANDLORD. Unless otherwise provided by written agreement, all alterations, improvements, and only by Landlord or by contractors changes shall remain upon and subcontractors approved (or previously approved) by Landlord or on Landlord's list of approved contractors; providedbe surrendered with the PREMISES, howeverexcepting however that at LANDLORD'S option, that Landlord's consent will not be required in TENANT shall, at its expense, when surrendering the case of Alterations which meet all of the following criteria: (i) they are not structural in naturePREMISES, (ii) they are not visible remove from the exterior of PREMISES and the BuildingBuilding all such alterations, (iii) they do not affect or require material modification of the Building's electrical, mechanical, plumbing, HVAC or other systemsimprovements, and (iv) they do not cost more than $50,000 in aggregate. Landlord shall designate changes, provided LANDLORD has designated them for removal at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant of the estimated cost of such services. All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Term. Tenant shall remove all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairingapproval, and replacing further provided that TENANT may remove any trade fixtures provided the roofPREMISES are restored to a condition reasonably satisfactory to LANDLORD. If TENANT does not remove said additions, foundationdecorations, airfixtures, hardware, non-conditioningtrade fixtures and improvements, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as TENANT may be reasonably necessaryrequired to remove after request to do so by LANDLORD, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure LANDLORD may remove the same and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event TENANT shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to pay the cost of such repairs removal to LANDLORD upon demand. TENANT hereby agrees to hold LANDLORD and LANDLORD'S beneficiaries, their agents and employees harmless from any and all liabilities of every kind and description which may arise out of or maintenance be connected in any way with said alterations or additions. Any mechanic's lien filed against PREMISES, or the curing of such defect. C. Landlord Building or the Property, for work claimed to have been furnished to TENANT shall be responsible for discharged of record by TENANT within ten (10) days thereafter, at TENANT'S expense, provided however TENANT shall have the right to contest any costs incurred such lien on the posting of reasonably sufficient security or insuring over same with LANDLORD's title insurer. TENANT shall, at the termination of this Lease, surrender the PREMISES to LANDLORD in delivering the Premises to Tenant in full compliance with governmental requirementsas good condition and repair as reasonable and proper use thereof will permit, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for loss by ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exterior.

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost Consent and expense the Conditions. Tenant shall not make any improvements described in Exhibit B. All other improvements or alterations to the Premises or any portion thereof (the "AlterationsWork") shall be installed at the cost and expense of Tenant, but only without in accordance with each instance submitting plans and specifications which have been previously submitted for the Work to Landlord and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on obtaining Landlord's list of approved contractors; provided, however, that Landlord's prior written consent will (which consent shall not be required in unreasonably withheld) unless (a) the case of Alterations which meet all of the following criteria: (i) they are not structural in naturecost thereof is less than $15,000.00, (iib) they are such Work does not visible from impact the exterior base structural components or systems of the Building, (iiic) they do such Work will not affect impact any other tenant's premises, and (d) such Work is not visible from outside the Premises. Tenant shall pay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) adversely impacts the base structural components or require material modification systems of the Building, or (b) adversely impacts any other tenant's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregatepremises. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letter, Tenant shall reimburse Landlord for the its reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant costs actually incurred for review of the estimated cost of such services. All Alterations shall be constructed in accordance with plans and all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Termitems submitted by Tenant. Tenant shall remove pay for the cost of all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations Work. All Work shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Buildingits installation, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties except for Tenant's benefit. trade fixtures and for items which Landlord requires Tenant shall deliver up the Premises to remove at Tenant's cost at the termination of the Lease pursuant to Sections 5D and 5E below. The following requirements shall apply to all Work: (1) Prior to commencement, Tenant shall furnish to Landlord building permits, certificates of insurance satisfactory to Landlord, and with respect to Work which is estimated to cost in excess of $100,000.00, at Landlord's request, security for payment of all costs in such form and amount as Landlord may reasonably request. (2) Tenant shall perform all Work so as to maintain peace and harmony among other contractors serving the Project and shall avoid interference with other work to be performed or services to be rendered in the same condition Project. (3) The Work shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all Legal Requirements. (4) Tenant shall perform all Work so as when received by Tenantto minimize or prevent disruption to other tenants, broom clean and free of Tenant shall comply with all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations requests of Landlord under this exceptedin response to complaints from other tenants. (5) Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (6) Tenant shall permit Landlord to supervise all Work. Any repairs or replacements shall be with materials Landlord may charge a supervisory fee not to exceed three percent (3%) of labor, material, and workmanship all other costs of the same characterWork, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without if Landlord's consent if they are not visible from employees or contractors perform the exteriorWork. (7) Upon completion, Tenant shall furnish Landlord with contractor's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation required in Landlord's "Policies, Rules and Procedures for Construction Projects".

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost Consent and expense the Conditions. ---------------------------------- Tenant shall not make any improvements described in Exhibit B. All other improvements or alterations to the Premises (the "AlterationsWork") shall be installed at the cost and expense of Tenant, but only without in accordance with each instance submitting plans and specifications which have been previously submitted for ---- the Work to Landlord and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on obtaining Landlord's list of approved contractors; provided, however, that Landlord's prior written consent will which shall not be required in unreasonably withheld or delayed, provided that (a) such Work does not impact the case of Alterations which meet all of the following criteria: (i) they are not base structural in nature, (ii) they are not visible from the exterior components or systems of the Building, (iiib) they do such Work will not affect impact any other tenant's premises, and (c) such Work is not visible from outside the Premises. Tenant shall pay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold its consent in its sole discretion for any Work which (a) impacts the base structural components or require material modification systems of the Building, (b) impacts any other tenant's electricalpremises, mechanical, plumbing, HVAC or other systems, and (ivc) they do not cost more than $50,000 in aggregateis visible from outside the Premises. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letter, Tenant shall reimburse Landlord for actual costs incurred for review of the reasonable fees plans and all other items submitted by Tenant. Tenant shall pay for the cost of such architect and/or engineerall Work. The following requirements shall apply to all Work: (1) Prior to commencement, provided thatTenant shall furnish to Landlord building permits, prior certificates of insurance satisfactory to Landlord, and, at Landlord's engagement request, security for payment of such all costs. (2) Tenant shall perform all Work so as not to unreasonably interfere with other contractors serving the Project or other work to be performed or services Landlord notifies Tenant of to be rendered in the estimated cost of such services. All Alterations Project. (3) The Work shall be constructed performed in accordance a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable governmental laws, ordinances, rules ordinances and regulations ("LawsGovernmental Requirements"). ------------------------- (4) Tenant shall perform all Work so as to minimize or prevent disruption to other tenants, and Tenant shallshall comply with all reasonable requests of Landlord in response to complaints from other tenants. (5) Tenant shall perform all Work in compliance with Landlord's "Policies, prior Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (6) Tenant shall permit Landlord to constructionsupervise all Work. If Landlord's employees or contractors perform the Work, provide such assurances Landlord may charge a supervisory fee not to Landlordexceed fifteen percent (15%) of labor, including but not limited tomaterial, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment all other costs of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the workWork. (7) Upon completion, Tenant shall deliver to furnish Landlord a set with contractor's affidavits and full and final statutory waivers of final "liens, as-built" plans. All Alterations shall be built plans and remain the property of Tenant during the Term. Tenant shall remove specifications, and receipted bills covering all Alterations which were not approved by Landlord labor and materials, and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished other close-out documentation required in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects"Policies, repairs or maintenance Rules and Procedures for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defectConstruction Projects". C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exterior.

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost Consent and expense the Conditions. Tenant shall not make any improvements described in Exhibit B. All other improvements or alterations to the Premises or the Enclosure Area (the "AlterationsWork") shall be installed at the cost and expense of Tenant, but only without in accordance with each instance submitting plans and specifications which have been previously submitted for the Work to Landlord and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on obtaining Landlord's list of approved contractors; providedprior written consent, however, that which shall not be unreasonably withheld or delayed. Tenant shall pay Landlord's consent will standard charge (or, if Landlord does not be required in the case have a standard charge, then Landlord's actual costs incurred) for review of Alterations which meet all of the following criteria: plans and all other items submitted by Tenant, provided that the charge for such services during the original Term shall not exceed $500 per occurrence so long as there are no material objections to Tenant's plans (ii.e., if Landlord in good faith objects to Tenant's plans and Tenant has to redo its plans and resubmit, or if a dispute arises between Landlord and Tenant, then Landlord may collect the actual review costs incurred even if they exceed $500). Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) they are not impacts the base structural in nature, (ii) they are not visible from the exterior components or systems of the Building, (iiib) they do not affect unreasonably or require material modification of materially impacts any other tenant's premises, or (c) is visible from outside the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregatePremises. Landlord shall designate at Notwithstanding the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letterforegoing, Tenant shall reimburse Landlord for be entitled to make improvements or alterations to the reasonable fees of such architect and/or engineer, provided that, prior to Premises without Landlord's engagement of consent to the extent that such services Landlord notifies Tenant of the estimated cost of such services. All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but improvements or alterations do not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Termexceed $10,000 per occurrence. Tenant shall remove pay for the cost of all Alterations which were not approved by Landlord Work, including the cost of any and all Alterations approvals, permits, fees and other charges which Landlord designated to may be removed when Landlord approved them and restore the Premises to its original required as a condition by the date of performing such Work. Upon termination of this Lease or upon earlier vacating of the Premises; providedLease, however, that, if at such time Landlord so elects, such Alterations all Work shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties except for Tenant's benefit. trade fixtures and equipment and for items which Landlord requires Tenant shall deliver up the Premises to remove at Tenant's cost at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of pursuant to Section 5E. 19 The following requirements shall apply to all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install Work (including any signs or advertising media of any type on or about the Premises Work for which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are is not visible required): (1) Prior to commencement, Tenant shall furnish to Landlord building permits, certificates of insurance satisfactory to Landlord. (2) Tenant shall perform all Work so as to maintain peace and harmony among other contractors serving the Project and shall avoid interference with other work to be performed or services to be rendered in the Project. (3) The Work shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations ("Governmental Requirements"). (4) Tenant shall perform all Work so as to minimize or prevent disruption to other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (5) Tenant shall perform all Work in compliance with any "Policies, Rules and Procedures for Construction Projects" which may be in effect at the exteriortime the Work is performed. (6) Upon completion, Tenant shall furnish Landlord with contractor's affidavits and full and final statutory waivers of liens, as-built plans and specifications for any Work requiring Landlord's consent (and, to the extent available, for any Work not requiring Landlord's consent), and all other close-out documentation relating to the Work, including any other information required under any "Policies, Rules and Procedures for Construction Projects" which may be in effect at such time.

Alterations and Repairs. A. Landlord agrees to install at (a) Landlord's cost Consent and expense the Conditions. Tenant shall not make any --------------------------------- improvements described in Exhibit B. All other improvements or alterations to the Premises (the "AlterationsWork", which term shall not ---- apply to the initial Tenant Improvements) shall be installed at the cost and expense of Tenant, but only without in accordance with each instance submitting plans and specifications which have been previously submitted for the Work to Landlord and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on obtaining Landlord's list of approved contractors; providedprior written consent which shall not be unreasonably withheld. Pursuant to Section 5(a)(vi) below, however, that Tenant shall pay Landlord's consent will not be required in the case of Alterations which meet all standard charge for review of the following criteria: plans and all other items submitted by Tenant. Landlord may withhold its consent in its sole discretion for any Work which (ia) they are not impacts the base structural in nature, (ii) they are not visible from the exterior components or systems of the Building, (iiib) they do not affect impacts any other tenant's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require material modification Tenant to remove such Work or changes to the Premises upon the expiration or earlier termination of the BuildingTerm and to restore the Premises to the condition they were in prior to such Work or changes, including restoring any damage resulting from such removal, all at Tenant's electricalexpense. Tenant shall reimburse Landlord for actual costs incurred for review of the plans and all other items submitted by Tenant as provided in Section 5(a)(vi) below. Tenant shall pay for the cost of all Work. All Work shall become the property of Landlord upon its installation, mechanical, plumbing, HVAC or other systems, except for Tenant's trade fixtures and (iv) they do not for items which Landlord requires Tenant to remove at Tenant's cost more than $50,000 in aggregateat the termination of the Lease pursuant to Section 5(e). Landlord In no event shall designate Tenant be required to remove any of the initial Tenant Improvements unless at the time of Landlord's approval which Alterations must thereof, Landlord, indicated that removal would be removed by Tenant required at the end of the Term. Only The following requirements shall apply to all Work: (i) Prior to commencement, Tenant shall furnish to Landlord building permits, certificates of insurance satisfactory to Landlord. (ii) Tenant shall perform all Work so as to maintain peace and harmony among other contractors serving the Project and shall avoid interference with other work to be performed or services to be rendered in connection with the Project. Tenant's selection of contractors shall be subject to the Landlord's prior approval, not to be unreasonably withheld. If any request for an approval Work contemplates substantive or material changes to major Building systems, to structural components of Alterations which requires the issuance Building, or involves more than 10,000 RSF of a building permitthe Premises, Landlord may retain require Tenant to use Landlord's mechanical, electrical, and structural engineers and contractors. (iii) The Work shall be performed in a good and workmanlike manner, meeting the services standard for construction and quality of an architect and/or engineer and, except as set forth materials in the Work LetterBuilding, Tenant and shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant of the estimated cost of such services. All Alterations shall be constructed in accordance comply with all insurance requirements and all applicable governmental laws, ordinances, rules ordinances and regulations ("LawsGovernmental Requirements"). ------------------------- (iv) Tenant shall perform all Work so as to minimize or prevent disruption to other tenants (provided that the foregoing shall not necessarily --- require all of such Work to be performed after normal business hours or on weekends), and Tenant shallshall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) Tenant shall perform all Work in compliance with Landlord's tenant improvement manual, prior "505 Union Station Project Manual - Tenant Improvement Manual" in effect at the time the Work is performed. (vi) Tenant, or Tenant's project manager, or, at Tenant's election, the Landlord, shall at Tenant's expense manage such Work in accordance with the process set forth herein and in the Tenant Improvement Manual. If Tenant elects to construction, have Landlord or Landlord's employees or agents provide such assurances to management services, Landlord shall be paid a management fee in the amount of three percent (3%) of labor, materials and all other hard and soft costs of the Work. In addition, and regardless of whether Landlord, including but not limited toTenant, waivers of lien or a third party, manages the design and surety company performance bondsconstruction process, as Landlord shall require to assure payment Landlord's time and expenses in connection with review and approval of the Work shall be reimbursed to Landlord by Tenant in the amount of $100.00 per hour. Furthermore, if Landlord or its employees or contractors performs any Work at Tenant's request, Landlord may charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs thereof and to protect of the Work actually performed by Landlord against any loss from any mechanics'or its employees or contractors. (vii) Upon completion, laborers', materialmenunless Landlord's employees or other liens. At contractors perform the time of completion of each Alteration for which Tenant does the workWork, Tenant shall deliver to furnish Landlord a set with contractor's affidavits and full and final statutory waivers of final "liens, as-built" plans. All Alterations shall be built plans and remain the property of Tenant during the Term. Tenant shall remove specifications, and receipted bills covering all Alterations which were not approved by Landlord labor and materials, and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished other close-out documentation required in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defectstenant improvement manual, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect"505 Union Station - Tenant Improvement Manual. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Tenant will not, without the prior written consent of Landlord, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exterior.

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost ’s Consent and expense the Conditions. Tenant shall not make any improvements described in Exhibit B. All other improvements or alterations to the Premises ("Alterations"the “Work”) shall be installed at the cost and expense of Tenant, but only without in accordance with each instance submitting plans and specifications for the Work to Landlord and obtaining Landlord’s prior written consent, which have been previously submitted to and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on Landlord's list of approved contractors; provided, however, that Landlord's consent will shall not be required unreasonably withheld, conditioned or delayed. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) materially, adversely impacts the case of Alterations which meet all base structural components or systems of the following criteria: Building, (b) impacts any other tenant’s premises other than in an immaterial manner, or (c) affects any portion of the west lobby of the Building. Notwithstanding the foregoing, Tenant may perform alterations to the Premises without Landlord’s prior written consent (but after not less than five (5) business days’ prior written notice to Landlord) provided such alterations do not (i) they are not structural in naturematerially, adversely affect the mechanical, electrical, HVAC, life safety, or other Building operating systems, (ii) they are not visible from materially, adversely affect the exterior structural components of the Building, (iii) they do not adversely impact any other tenant’s premises, (iv) affect or require material modification any portion of the west lobby of the Building's electrical, mechanical, plumbing, HVAC or other systems, and (ivv) they do not cost more than $50,000 in aggregateinvolve the installation or disturbance of any Hazardous Substance. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as set forth in the Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant actual out-of-pocket costs incurred for review of the estimated cost of such services. All Alterations shall be constructed in accordance with plans and all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Termitems submitted by Tenant. Tenant shall remove pay for the cost of all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations Work. All Work shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises its installation, except for Tenant’s trade fixtures and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals its personal property and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Building, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after items which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently requires Tenant to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of remove at Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the ’s cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of the Lease pursuant to Section 5E. The following requirements shall apply to all Work: (1) Prior to commencement, Tenant shall furnish to Landlord required building permits, if any, and certificates of insurance reasonably satisfactory to Landlord evidencing coverage similar to that described in Section VI of Appendix C attached hereto. (2) Tenant shall perform all Work so as to maintain peace and harmony among other contractors serving the Office Park and shall avoid interference with other work to be performed or services to be rendered in the same condition Office Park. (3) The Work shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (4) Tenant shall perform all Work so as when received by Tenantto minimize disruption to other tenants, broom clean and free of Tenant shall comply with all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations requests of Landlord under this excepted. Any repairs or replacements in response to complaints from other tenants. (5) Tenant shall be perform all Work in compliance with materials Landlord’s “Policies, Rules and workmanship of the same characterProcedures for Construction Projects” attached hereto as Appendix H, kind as amended from time to time. (6) Tenant shall permit Landlord to supervise all Work, and quality as the originalin all instances Tenant shall reimburse Landlord for all actual out-of-pocket costs incurred by Landlord in providing such supervision. Tenant will notfurther agrees that if Tenant employs Landlord or its employees or Landlord’s contractors to perform any portion of such work, without the prior written consent Tenant shall pay to Landlord a further coordination fee as then agreed upon by Landlord and Tenant. (7) Upon completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of Landlordliens, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII)as-built plans and specifications, but Tenant may install such materials without Landlord's consent if they are not visible from the exterior.and receipted bills covering all labor and materials

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost Consent and expense the Conditions. Tenant shall not make any improvements described or alterations in Exhibit B. All other improvements or additions, changes or installations to the Premises ("Alterations") shall be installed at the cost and expense of Tenant, but only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on Landlord's list of approved contractors; provided, however, that Landlord's consent will not be required in the case of Alterations which meet all of the following criteria: (i) they are not impact the base structural in naturecomponents or the heating, air conditioning, ventilation, electrical, plumbing or mechanical systems (iicollectively, the "Systems") they are not visible from the exterior of the Building, or (iiiii) they do not affect or require material modification of impact any other tenant's premises (collectively, the Building"Systems/Structure Work"), without submitting plans and specifications to Landlord and obtaining landlord's electrical, mechanical, plumbing, HVAC or other systems, and prior written consent (iv) they do not cost more than $50,000 in aggregate. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, consent Landlord may retain the services of an architect and/or engineer and, except as set forth withhold in the Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant of the estimated cost of such services. All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Termits sole discretion). Tenant shall remove all Alterations not make any improvements or alterations in or additions, changes or installations to the Premises which were are not approved by deemed Systems/Structure Work, without submitting planned and specifications to Landlord and all Alterations obtaining Landlord's prior written consent (which Landlord designated to consent shall not be removed when Landlord approved them and restore unreasonable withheld), if (a) the cost thereof is in excess of $5,000.00, or (b) such improvements, alterations, additions, changes or installations are visible from outside the Premises (collectively, the "Non-Systems Work"). Tenant shall be allowed to make any improvements or alterations in or additions, changes or installations to the Premises which are not deemed Systems/Structure Work of Non-Systems Work without Landlord's consent (coll3ectively, the "Non-Consent Work"). Systems/Structure Work, Non-0Systems Work and Non-Consent Work are sometimes collectively referred to herein as the "Work." Landlord shall inform Tenant of its original condition by the date approval or disapproval of termination any such Systems/Structure Work or Non-Systems Work within fifteen (15) days after receipt of this Lease or upon earlier vacating a complete set of plans and specifications therefor. Tenant shall pay Landlord's standard charge for review of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations plans and all other items submitted by Tenant. Tenant shall pay for the cost of all Work. All Work shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Buildingits installation, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice to Landlord, effect such repair or cure and Landlord shall, upon receipt of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good order, condition and repair the interior of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligations, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties except for Tenant's benefit. trade fixtures and for items which Landlord requires Tenant shall deliver up the Premises to remove at Tenant's cost at the termination of the Lease Lease. The following requirements shall apply to all Work: (1) Prior to commencement, Tenant shall furnish to Landlord building permits, certificates of insurance satisfactory to Landlord, and, at Landlord's request, security for payment of all costs. (2) Tenant shall perform all Work so as to maintain peach and harmony among other contractors serving the Project and shall avoid interference with other work to be performed or services to be rendered in the same condition as when received by Tenant, broom clean and free of all debris, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this excepted. Any repairs or replacements Project. (3) The Work shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with materials all insurance requirements and workmanship all applicable laws, ordinances and regulations. (4) Tenant shall permit Landlord to supervise all Work. Landlord may charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs of the same characterWork, kind if Tenant's employees or contractors perform the Work. (5) Upon completion, Tenant shall furnish Landlord with contractor's affidavits and quality as the original. Tenant will notfull and final statutory waivers of liens, without the prior written consent of Landlordas-built plans and specifications, install any signs or advertising media of any type on or about the Premises which is visible from the exterior of the Premises (other than the signage permitted under Article XXIII), but Tenant may install such materials without Landlord's consent if they are not visible from the exteriorand receipted bills covering all labor and materials.

Alterations and Repairs. A. Landlord agrees to install at Landlord's cost and expense does not warrant either expressly or impliedly the improvements described in Exhibit B. All other improvements to condition or fitness of the Premises ("Alterations") shall be installed at the cost and expense of Tenant, but only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved (or previously approved) by Landlord or on Landlord's list of approved contractors; provided, however, that Landlord's consent will not be required in the case of Alterations which meet all of the following criteria: (i) they are not structural in nature, (ii) they are not visible from the exterior of the Building, (iii) they do not affect or require material modification of the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) they do not cost more than $50,000 in aggregate. Landlord shall designate at the time of approval which Alterations must be removed by Tenant at the end of the Term. Only in connection with any request for an approval of Alterations which requires the issuance of a building permit, Landlord may retain the services of an architect and/or engineer and, except as herein set forth in the Work Letter, Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer, provided that, prior to Landlord's engagement of such services Landlord notifies Tenant of the estimated cost of such services. All Alterations shall be constructed in accordance with all governmental laws, ordinances, rules and regulations ("Laws") and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens. At the time of completion of each Alteration for which Tenant does the work, Tenant shall deliver to Landlord a set of final "as-built" plans. All Alterations shall be and remain the property of Tenant during the Termforth. Tenant shall remove all Alterations which were not approved by Landlord and all Alterations which Landlord designated to be removed when Landlord approved them and restore the Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that, if at such time Landlord so elects, such Alterations shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating keep those areas of the Premises and title shall pass to Landlord which are under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors previously approved or approved in writing by Landlord (which approval shall not be unreasonably withheld) so as not to damage the Building. B. Landlord shall maintain Tenant's exclusive control in good repair and condition the exterior and all structural portions of the Building and all portions of the Premises outside the Buildingrepair, including, but not limited to maintaining, repairing, and replacing the roof, foundation, air-conditioning, heating, plumbing, electrical and sewerage systems and the exterior walls of the Building, maintaining and repairing all parking lots and landscaping, keeping parking spaces, driveways and sidewalks reasonably free from snow and ice and taking reasonable actions to keep the Building free from infestation of insects, rodents, bugs or animals. To the extent permitted under Article V, the costs incurred by Landlord hereunder will be Operating Costs. Tenant shall promptly give Landlord written notice of any defect or need for repairs, after which Landlord shall repair same or cure such defect within thirty (30) days, or such additional time as may be reasonably necessary, provided that Landlord is proceeding diligently to effect such cure. If Landlord defaults in its obligation to repair hereunder, Tenant may, after notice without expense to Landlord, effect such repair or cure and Landlord shall; and, upon receipt the termination of Tenant's actual invoices, reimburse Tenant for the costs of any such repair which would not have been Operating Costs. In no event shall Tenant be entitled to offset any amount which may be due against the rent due hereunder. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible shall be limited to the cost of such repairs or maintenance or the curing of such defect. C. Landlord shall be responsible for any costs incurred in delivering the Premises to Tenant in full compliance with governmental requirements, including the Americans With Disabilities Act ("ADA"). If Tenant makes any Alterations to the Premises or change in the use which affect governmental compliance, including ADA compliance, Tenant shall be responsible for any costs of compliance with such governmental requirements resulting from such Alterations. D. Except for ordinary wear and tear, loss by fire, or other casualty, Landlord's repair and maintenance obligations and as otherwise provided in this Lease, Tenant shall at its expense keep in good orderreturn such areas to Landlord, condition and repair the interior together with all of the Building (including all fixtures installed by Tenant, water heaters within the Premises and plate glass) and shall promptly and adequately repair all glass, doors, fixtures, equipment and appurtenances therein damaged or broken. To the extent that Landlord is the beneficiary of warranties which cover Tenant's repair obligationskeys, Landlord shall either assign such warranties to Tenant or, if they are not assignable, Landlord shall use reasonable efforts to enforce such warranties for Tenant's benefit. Tenant shall deliver up the Premises at the termination of the Lease in the same condition as when received by Tenant, broom clean and free of all debrisreceived, reasonable wear and tear, loss by fire or other casualty and the repair and maintenance obligations of Landlord under this tear excepted. Any Tenant shall make all repairs or replacements to those areas of the Premises which are under Tenant's exclusive control, including the replacement of any broken glass, unless such repairs shall be with materials caused by the negligence of Landlord. In the event Tenant should fail to make such repairs promptly and workmanship adequately after Landlord's written demand, Landlord may make such repairs, whereupon Tenant shall immediately reimburse to Landlord, as Additional Rent, the cost of such repairs. Tenant shall not allow any waste or misuse of the same characterutilities; and, kind and quality as in the originalevent thereof, Tenant shall pay for all damages to the Premises caused by any such waste, misuse or negligence by Tenant. Tenant will notshall not make any structural alterations, improvements or additions to the Premises without the prior written consent of Landlord. Landlord reserves the right but not the obligation to perform all alterations, install improvements or additions required by Tenant; and, in the event Landlord exercises such right, Tenant shall reimburse Landlord for all of Landlord's costs within thirty (30) days after receipt of Landlord's invoice. In the event Tenant undertakes any signs alterations, improvements or advertising media of any type on or about additions within the Premises, all construction in connection therewith shall be performed by contractors pre-approved by Landlord. All improvements made to the Premises which is visible from by or on behalf of Tenant shall, at the exterior election of Landlord, become the property of Landlord and shall be surrendered with the Premises (other than upon the signage permitted under Article XXIII)termination of this Lease. However, but unless Landlord specifically requests in writing that such improvements remain within the Premises, Tenant may install shall remove all such materials without Landlord's consent if they are not visible from improvements upon the exteriorexpiration or earlier termination of this Lease, and restore the Premises to a condition substantially similar to that condition when delivered to Tenant. See Additional Provisions, Section 37.