Common use of Alterations Clause in Contracts

Alterations. Tenant shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) no Alterations without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterationsor delayed, changes or improvements which provided that they do not affect the structure, tenant improvements, utility services or outward appearance plumbing and electrical lines or other systems of the Leased Building and are not visible from outside the Premises. In the event that Landlord consents shall respond to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements written consent within fifteen (15) days of Tenant request. All Alterations shall be constructed at Tenant’s sole expense performed in accordance with the following conditions: (1) All Alterations requiring a building permit shall be performed in accordance with plans and specifications first submitted to Landlord for its prior written approval, which approval shall not be unreasonably withheld. Landlord shall be given, in writing, a good description of all other Alterations. Any changes in or deviations from the plans originally approved by Landlord must be similarly approved by Landlord. (2) All Alterations shall be performed through completion in a good and workmanlike manner. Tenant shall, upon completion thereofbefore the commencement of any Alterations, become the property of Landlord; provided, however, Landlord mayobtain, at its optionexpense, require and exhibit to Landlord all governmental permits required for the Alterations. (3) All Alterations shall be performed through completion in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directives, rules, and regulations of governmental authorities having jurisdiction, including, without limitation, the ADA and all laws dealing with the abatement, storage, transportation, and disposal of asbestos or other hazardous materials, which work, if required, shall be effected by contractors and consultants approved by Landlord and in strict compliance with all applicable laws. Notwithstanding anything to the contrary contained in this section, Tenant shall not penetrate or disrupt the structural columns of the building located within the Premises or any area within three feet of any structural column, in performing any Alterations. (4) All work shall be performed by contractors having, in the reasonable opinion of Landlord, the proper qualifications. Tenant shall provide Landlord with the name of the Tenant’s contractor, a copy of the contractor’s license to do work in the subject jurisdiction(s), a Contractor’s Qualification Statement in the most current American Institute of Architects form, a copy of the executed contract between the Tenant and its contractor, and a copy of the contractor’s work schedule. Unless waived in writing by Landlord, for all such work in excess of $5,000, all contractors shall obtain a payment and performance bond in form complying with Section 713.23, Florida Statutes and deliver a copy of the bond to Landlord before commencement of any Alterations. (5) Before the commencement of any work by or for Tenant, at TenantTenant shall furnish to Landlord certificates evidencing the existence of builder’s sole cost risk, comprehensive general liability, and expense, to remove any such additions, alterations, changes or improvements at workers’ compensation insurance complying with the expiration or sooner termination requirements of the Insurance Section 14.B and Exhibit “B” of this Lease, . (6) All work to be performed by Tenant shall be performed and completed in a manner that will not unreasonably interfere with or disturb other tenants and occupants of the Building. Tenant shall submit to repair any damages Landlord a plan for execution of the work indicating in reasonable detail the manner in which the work shall be prosecuted in view of the necessity of minimizing noise and inconvenience to the Leased Premises caused by such removal provided Landlord has informed Tenant users of such requirement at the time Building. The plan shall be subject to the reasonable approval of Landlord’s approval. Tenant hereby agrees The plan shall provide that all portions of the work involving excessive noise or inconvenience to indemnify and defend Landlord against, and other users of the Building shall keep be done after Normal Business Hours. (7) Any damage to any part of the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches Building that occurs as a result of such work immediately after such lien attaches or payment for any Alterations shall be promptly repaired by Tenant to the labor or material is due. Notice is hereby given to reasonable satisfaction of Landlord. (8) Tenant and its contractor and all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for other persons performing any labor or materials furnished to Tenant on credit and no mechanics’ or other liens Alterations shall attach to or affect abide by Landlord’s interest job site rules and regulations and fully cooperate with Landlord’s construction representative(s) in coordinating all of the work in the Project, Building, Leased Premisesincluding hours of work, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Projectparking, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any construction elevator. (9) All Alterations will comply with the requirements of Tenant’s alterationsany energy efficiency program offered by the electric service provider to the Building. (10) All materials used in any Alterations, additionsincluding paint, changes carpet, wall or improvements window coverings, carpet glues, and any other chemicals shall be made at such times and subject to Landlord’s prior written approval. (11) Landlord, or its agent or contractor, may supervise the performance of any Alterations in such manner as not excess of $5,000, and, if so, Tenant shall pay to unreasonably interfere with the occupation, use and enjoyment Landlord an amount equal to 8% of the remainder cost of the Project work, as a fee for supervision and coordination of the work and as reimbursement for expenses incurred by the other tenants thereofLandlord in connection with Landlord’s supervision and coordination.

Alterations. Tenant shall agrees that it will not make additions(a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which consent approval shall not be unreasonably withheld with respect or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to alterations, changes or improvements which do not affect have attached to the structure, tenant improvements, or outward appearance freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the Leased Premisesterm or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event that Landlord consents to in the making of such additionsalteration, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; additions as herein provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby further agrees to indemnify and defend hold harmless Landlord againstfrom and against all costs, expenses, liens, claims and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens damages arising from any work performed, material furnishedout of, or obligations incurred by Tenant resulting from the undertaking or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result making of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant shall not make additions, alterations, changes or improvements permit alterations in or to the Leased Premises or any part thereof (excluding trade fixtures unless and typical office partitions) without until the prior written consent of Landlordplans have been approved by Landlord in writing, which consent approval as to interior non-structural alterations shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right without Landlord's consent, and in compliance with all other provisions of this Section, to make any non-structural alterations to the Leased Premises which do not materially impact the Building's mechanical or electrical systems, do not adversely affect the Building's appearance or value, and the cost of which does not exceed Forty Five Thousand and 00/100 Dollars ($45,000.00) in the aggregate, provided that Tenant gives Landlord fifteen (15) days prior written notice of any such alterations, along with copies of plans and specifications relating thereto. As a condition of such approval (or, with respect to any alterations permitted to be made by Tenant hereunder without Landlord's approval), Landlord hereby agrees that, upon written request by Tenant, at the time that Tenant is contemplating alterations, changes or improvements which do not affect Landlord will inform Tenant as to whether such proposed alterations will be required to be removed by Tenant and restore the structure, tenant improvements, or outward appearance Leased Premises at the end of the Leased Premises. In Lease Term; otherwise, all such alterations shall at Landlord's option become a part of the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense realty and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Leased Premises, original construction of the Building, Project and Park free from all mechanics’ liens and other such liens arising from . No person shall be entitled to any work performed, lien derived through or under Tenant for any labor or material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with furnished to the Leased Premises, and agrees nothing in this Lease shall be construed to obtain constitute a consent by Landlord to the discharge creation of any lien. If any lien which attaches as a result of such is filed against the Leased Premises for work immediately after claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien attaches to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys' fees in connection with any construction or payment for the labor alteration under this Section 7.03, not performed by Landlord or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Projectan affiliate, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofany related lien.

Alterations. Except as otherwise expressly set forth in this Section, Tenant shall not make or allow to be made any structural, non-structural or cosmetic alterations, additions, alterationsmodifications, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions“Alterations”) without the prior Landlord’s express written consent of Landlordconsent, which consent shall not may be unreasonably withheld with respect to alterations, changes granted or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenantdenied in Landlord’s sole expense and shalldiscretion. Furthermore, L▇▇▇▇▇▇▇’s consent hereunder may be conditioned upon completion thereofthe requirement that upon demand by Landlord on expiration or earlier termination of this Lease, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to shall remove any such additionsAlterations and restore the portion of the Premises so altered to its original condition, alterationsreasonable wear and tear excepted. Unless Landlord requires otherwise, changes or improvements all Alterations shall become the property of Landlord and shall be surrendered with the Premises as a part thereof, at the expiration or sooner earlier termination of the Lease. Notwithstanding anything to the contrary set forth in this LeaseSection 9.2, Tenant shall be allowed to make non-structural Alterations to the Premises without Landlord’s prior approval, provided such Alterations shall not exceed $5,000 in total cost including materials, design and construction costs; and, provided further that such alterations shall not include alteration of the Landlord or Tenant Electrical Systems, any portion of the Building or Premises plumbing system, any portion of the Landlord HVAC System, or ceiling grid. In the event Tenant desires to complete any Alterations not otherwise requiring Landlord’s approval, Tenant shall provide Landlord with written notice of its intent to complete such Alterations not less than 30 days prior to the date on which Tenant intends to start such alterations and such notice shall include a reasonable description of the work to be completed. Notwithstanding the foregoing, Landlord shall have the right to specify the day(s) of the week and the time of day that any such work can be completed by Tenant; in this regard, Landlord expressly retains the right to dictate that any such Alterations must be completed on weekends, after customary business hours, or at such other dates and times as the building is not open to the public. In the event Tenant desires to complete Alterations requiring Landlord’s approval, Tenant shall provide Landlord with written notice of its intent to complete such Alterations not less than 120 days prior to the date on’ which Tenant intends to start such alterations and such notice shall include a detailed scope of work and the anticipated start and end dates for construction. All such Alterations (a) shall equal or exceed the then-current standard for the Building and shall utilize only new, first or top-grade materials, (b) shall be completed in conformity with all applicable laws, ordinances, regulations and requirements, after obtaining any required permits and licenses, (c) shall be commenced only upon Landlord’s express written approval of detailed construction plans and specifications, (d) shall be commenced only after Tenant has provided to Landlord such indemnification or bonds, including, without limitation, a performance and completion bond, in such form and amount as may be satisfactory to Landlord, to protect against claims and liens for labor performed and materials furnished, and to repair insure the completion of any damages change, addition or improvement, (e) shall be carried out by persons approved in writing by L▇▇▇▇▇▇▇, who, if required by Landlord, deliver to the Leased Premises caused by such removal provided Landlord has informed Tenant before commencement of their work proof of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend insurance coverage as Landlord againstmay require, with Landlord named as an additional insured, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional storiesf) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made done only at such times time and in such manner as not Landlord may reasonably specify. Tenant shall indemnify, defend and hold harmless Landlord from and against all liens, claims, damages, losses, liabilities and expenses, including attorneys’ fees, which may arise out of, or be connected in any way with any Alterations. Within ten (10) days following the imposition of any lien resulting from any Alterations, Tenant shall cause such lien to unreasonably interfere with the occupation, use and enjoyment be released of the remainder record by payment of the Project by the other tenants thereofmoney or posting of a proper bond.

Alterations. Tenant shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination For purposes of this Lease, and any physical improvement addition, enhancement or change with respect to repair all or any damages portion of the Premises is referred to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by as an "Alteration." Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens Franchisor shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves have the right at any time and from time to time, time during the term hereof, Term to make or cause to be made any additionsAlteration in or to the Premises (i) without Landlord's consent, alterationsif such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, changes or improvements with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (including A) diminish the value of the Premises (including, by way of example only, but without limitation, building additional stories) onby diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), inexcept to a de minimis extent, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use (B) adversely affect any structural component of the Leased PremisesBuilding. Any of Tenant’s alterations, additions, changes or improvements Every Alteration shall be made at in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such times Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such manner as proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to unreasonably interfere Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the occupation, use and enjoyment of the remainder of the Project Alterations proposed by the other tenants thereofTenant.

Alterations. Except for non-structural Alterations that (i) do not exceed $5,000 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require penetrations into the floor, ceiling or walls, and (v) do not require work within the walls, below the floor or above the ceiling, Tenant shall not make additions, alterations, changes or improvements permit any Alterations in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of first obtaining Landlord’s consent, which consent shall not be unreasonably withheld with withheld. With respect to alterationsany Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any Alteration, changes Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord, Liberty Property Trust and any other associated or improvements which do not affect affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, (iii) the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements Alteration shall be constructed at with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv) Tenant shall pay Landlord all reasonable costs and expenses in connection with Landlord’s review of Tenant’s sole expense plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary, and (v) upon Landlord’s request Tenant shall, upon completion thereofprior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction. Any Alteration by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and become the property of Landlord; providedLandlord unless Landlord gives notice to Tenant to remove it, howeverin which event Tenant will remove it, will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, will notify Tenant whether Tenant is required to remove any such additions, alterations, changes or improvements the Alterations at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify may install its trade fixtures, furniture and defend Landlord against, and shall keep equipment in the Leased Premises, Buildingprovided that the installation and removal of them will not affect any structural portion of the Property, Project and Park free from all mechanics’ liens and any Building System or any other such liens arising from any work performed, material furnished, equipment or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to facilities serving the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofany occupant.

Alterations. Section 3.1 Tenant shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) Alterations without the Landlord’s prior written consent in each instance, provided that Tenant’s changing of Landlordwall coverings, which consent carpeting or paint shall not be deemed to be Alterations requiring such consent. Landlord’s consent shall be granted or denied in Landlord’s sole discretion; provided, however, that Landlord shall not unreasonably withheld with respect withhold its consent to alterations, changes or improvements which Alterations proposed to be made by Tenant to adapt the Premises for the Permitted Use provided that such Alterations (a) are non-structural and do not affect the structureBuilding Systems or services, tenant improvements(b) are performed only by contractors approved in writing by Landlord, or outward appearance (c) do not affect any part of the Leased Building other than the Premises. In , (d) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the event that Landlord consents Building, and (e) do not reduce the value or utility of the Building. Section 3.2 (a) Prior to making any Alterations, Tenant shall (i) submit to Landlord, for Landlord’s written approval, detailed plans and specifications therefor in form satisfactory to Landlord, (ii) if such additions, alterations, changes Alterations require a filing with Governmental Authority or improvementsrequire the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all additionsLegal Requirements to the extent necessary for such governmental filing or consent, alterations(iii) at its expense, changes obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or improvements shall certificates of worker’s compensation (covering all persons to be constructed at employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations) and comprehensive public liability (including property damage coverage) insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents, and any Lessor and any Mortgagee as additional insureds, and (v) with respect to any Alteration costing more than $100,000.00 to complete, furnish to Landlord payment and performance bonds or such other evidence of Tenant’s sole expense ability to complete and shall, upon completion thereof, become the property of to fully and completely pay for such Alteration as is satisfactory to Landlord; provided, however, that so long as either Global Crossing Holdings, Ltd. or Successor shall be the Guarantor under this Lease, Tenant shall not be required to furnish bonds or other security to Landlord may, at its option, require Tenant, in connection with Alterations. All Alterations shall be performed by Tenant at Tenant’s sole expense (A) in a good and workmanlike manner using new materials of first class quality, (B) in compliance with all Legal Requirements, and (C) in accordance with the plans and specifications previously approved by Landlord. Tenant shall at its cost and expenseexpense obtain all approvals, to remove any such additionsconsents and permits from every Governmental Authority having or claiming jurisdiction prior to, alterations, changes or improvements at the expiration or sooner termination of this Lease, during and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant upon completion of such requirement at the time of Landlord’s approvalAlterations. Tenant hereby agrees to indemnify shall promptly reimburse Landlord, as Additional Rent and defend Landlord againstupon demand, for any and shall keep the Leased Premisesall actual, Building, Project reasonable out-of-pocket costs and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations expenses incurred by Tenant or at the direction of Tenant Landlord in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any review of Tenant’s alterations, additions, changes or improvements shall be made at plans and specifications for any such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofAlteration.

Alterations. Except as provided in the immediately preceding subparagraph, and except for non-structural and non-Building system alterations not in excess of Seventy-Five Thousand Dollars ($75,000) in any Lease Year, Tenant shall not make additions, alterations, changes no alterations or improvements in or additions to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions“Alterations”) without the prior written consent of Landlord, which consent may be withheld in Landlord’s reasonable discretion, and then only by contractors or mechanics approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant, at its sole cost and expense. Tenant shall, at its sole cost and expense, obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. If Landlord, in approving any Alterations, specifies a reasonable commencement date therefor, Tenant shall not be unreasonably withheld commence any work with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents such Alterations prior to such additionsdate. Tenant hereby indemnifies, alterationsdefends and agrees to hold Landlord free and harmless from all liens and claims of lien, changes and all other liability, claims and demands arising out of any work done or improvementsmaterial supplied to the Premises by or at the request of Tenant in connection with any Alterations. If permitted Alterations are made, then all additions, alterations, changes or improvements they shall be constructed made at Tenant’s sole cost and expense and shall, upon completion thereof, shall be and become the property of Landlord; provided, however, except that Landlord may, provided notice is given to Tenant at its optionthe time Landlord approves such Alteration, require Tenant, at Tenant’s sole cost and expense, to remove any such additionsall partitions, alterationscounters, changes or improvements at the expiration or sooner termination of this Leaserailings and other Alterations installed by Tenant, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant upon the expiration or earlier termination of such requirement at the time of Term. If Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant approval is not required in connection with the Leased Premisesan Alteration, and agrees to obtain the discharge of any lien which attaches as a result Landlord may require removal of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractorsAlteration, subcontractorsas aforesaid, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time within thirty (30) days after Tenant’s written request for a determination by Landlord as to whether such Alteration shall be removed upon the expiration or earlier termination of the Term. Any and from time all costs attributable to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or related to the applicable building codes of the city in which the Building is located (or any other authority having jurisdiction over the Building) arising from Tenant’s plans, specifications, improvements, alterations or otherwise shall be paid by Tenant at its sole cost and Projectexpense. With regard to repairs, Alterations or any other work arising from or related to this Article 5, Landlord shall be entitled to receive an administrative fee of two percent (2%). The construction of initial improvements to the Premises shall be governed by the terms of the Tenant work letter, attached hereto as Exhibit C, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use the terms of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofthis Article 5.

Alterations. After installation of the initial Tenant Improvements for the Premises, if any, Tenant may, at its sole cost and expense, make alterations, additions, improvements and decorations to the Premises (“Alteration(s)”) subject to and upon the following terms and conditions: a. Tenant shall not make additionsany Alterations which: (i) affect any area outside the Premises including the outside appearance, alterationscharacter or use of any portions of the Building or other portions of the Property; (ii) affect the Building’s roof, changes or improvements in or to the Leased Premises roof membrane, any structural component or any part thereof base Building equipment, services or systems (excluding trade fixtures including fire and typical office partitionslife/safety systems), or the proper functioning thereof, or Landlord’s access thereto; (iii) without in the prior written consent reasonable opinion of Landlord, lessen the value of the Building or the Property; (iv) will violate or require a change in any occupancy certificate applicable to the Premises; or (v) would trigger a legal requirement which would require Landlord to make any alteration or improvement to the Premises, Building or other aspect of the Property. b. Tenant shall not make any Alterations not prohibited by Section 13.1(a), unless Tenant first obtains Landlord’s prior written consent, which consent Landlord shall not unreasonably withhold, provided Landlord’s prior approval shall not be unreasonably withheld with respect to alterations, changes or improvements which required for any Alterations that is not prohibited by Section 13.1(a) above and is of a cosmetic nature that satisfies all of the following conditions (hereinafter a “Pre-Approved Alteration”): (i) the costs of such Alterations do not affect the structure, tenant improvements, or outward appearance exceed One Dollar ($1.00) per rentable square foot of the Leased Premises; (ii) to the extent reasonably required by Landlord or by Law due to the nature of the work being performed, Tenant delivers to Landlord final plans, specifications, working drawings, permits and approvals for such Alterations at least ten (10) days prior to commencement of the work thereof; (iii) Tenant and such Alterations otherwise satisfy all other conditions set forth in this Section 13.1; and (iv) the making of such Alterations will not otherwise cause a default by Tenant under any provision of this Lease. Tenant shall provide Landlord with ten (10) days’ prior written notice before commencing any Alterations. In the event that Landlord consents to such additionsaddition, alterationsbefore proceeding with any Alteration, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense contractors shall obtain, on behalf of Tenant and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense: (A) all necessary governmental permits and approvals for the commencement and completion of such Alterations, and (B) if the cost of such Alterations exceeds $25,000.00, a completion and lien indemnity bond, or other surety satisfactory to remove Landlord for such Alterations. Landlord’s approval of any plans, contractor(s) and subcontractor(s) of Tenant shall not release Tenant or any such additionscontractor(s) and/or subcontractor(s) from any liability with respect to such Alterations and will create no liability or responsibility on Landlord’s part concerning the completeness of such Alterations or their design sufficiency or compliance with existing and future Laws. c. All Alterations shall be performed: (i) in accordance with the approved plans, alterationsspecifications and working drawings, changes if any; (ii) lien-free and in a first-class workmanlike manner; (iii) in compliance with all then applicable building codes and Laws; (iv) in such a manner so as not to impose any additional expense upon nor delay Landlord in the maintenance and operation of the Building; (v) by licensed and bondable contractors, subcontractors and vendors selected by Tenant and reasonably approved by Landlord (provided Landlord reserves the right to require Tenant to utilize Landlord’s preferred contractors, subcontractors and vendors for certain work performed within the Premises or improvements as to systems serving the Premises as approved by Landlord such as for fire/life safety, HVAC control work, architectural and engineering services), and (vi) at such times, in such manner and subject to such rules and regulations as Landlord may from time to time reasonably designate. Tenant shall pay to Landlord, within ten (10) days after written demand, the costs of any increased insurance premiums incurred by Landlord to include such Alterations in the causes of loss – special form property insurance obtained by Landlord pursuant to this Lease, if Landlord elects in writing to insure such Alterations; provided, however, Landlord shall not be required to include the Alterations under such insurance. If the Alterations are not included in Landlord’s insurance, Tenant shall insure the Alterations under its causes of loss-special form property insurance pursuant to this Lease. Without limitation on the foregoing, upon ▇▇▇▇▇▇▇▇’s obtaining knowledge of the commencement of any alteration, change, improvement, or addition to the Premises, Landlord shall be permitted to post a timely Notice of Non-Responsibility at the expiration Premises, which shall also be recorded in the office of the Recorder of the County in which the Building is located. Upon the completion of any alteration, change, improvement, or sooner termination addition to the Premises, Tenant shall cause a timely Notice of Completion to be recorded in the office of the Recorder of the County in which the Building is located, and Tenant shall deliver to Landlord a conformed copy of such Notice of Completion. d. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord’s engineers and other consultants for review of all plans, specifications and working drawings for the Alterations, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, a construction supervision fee equal to three percent (3.0%) of the total cost of the Alterations and the actual, reasonable costs incurred by Landlord for any services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. e. Throughout the performance of the Alterations, Tenant shall obtain, or cause its contractors to obtain, workers compensation insurance and commercial general liability insurance in compliance with the insurance provisions of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant shall not make additions, or allow to be made any material alterations, changes additions or improvements in or to the Leased Premises (defined as alterations, additions or improvements costing in excess of $5,000.00 individually or in the aggregate with respect to separate items relating to the same improvement or alteration, or alterations, additions or improvements which affect the structure or exterior of the Building or any part thereof (excluding trade fixtures and typical office partitions) building, mechanical, electrical or life safety system), either at the inception of the Lease or subsequently during the Term, without obtaining the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion with respect to any alteration, addition or improvement that (i) affects the structure or exterior of the Building or any building, mechanical, electrical or life safety systems or (ii) potentially causes the Premises or Building to fail to comply with Arizona State Marijuana rules and regulations pertaining to facilities producing or processing cannabis, but shall not be unreasonably withheld with respect withheld. Tenant shall deliver to Landlord the contractor's name, state license number, a certificate of liability insurance naming Landlord and Landlord's manager and lender(s) as an additional insured, as well as full and complete plans and specifications of all such alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes additions or improvements, then and any subsequent modifications or additions to such plans and specifications, and no proposed work shall be commenced or continued by Tenant until Landlord has received and given its written approval of each of the foregoing. Landlord shall either approve or disapprove any proposed alteration, addition or improvement within thirty (30) days following receipt of all additionsof the foregoing items, and if Landlord fails to deliver notice of disapproval within 30 days following receipt of all the foregoing items, Landlord's consent is deemed granted. Landlord shall not expressly or implicitly covenant or warrant that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any applicable laws, ordinances, building codes, or the like. Further, Tenant shall indemnify, protect, defend and hold Landlord and Landlord's agents, employees and contractors and the Building harmless for, from and against any loss, damage, liability, claims, cost or expense, including attorneys' fees and costs, incurred as a result of any defects in design, materials or workmanship resulting from Tenant's alterations, changes additions or improvements to the Premises. All alterations, telephone or telecommunications lines, cables, conduits and equipment and all other additions or improvements to the Premises made by Tenant shall be constructed remain the property of Tenant until termination of the Lease, at Tenant’s sole expense and which time they shall, upon completion thereofunless otherwise elected by Landlord by written notice to Tenant, be and become the property of Landlord; provided, however, . Landlord may, at its optionas a condition to approval of any such alterations, additions or improvements, require Tenant, at Tenant’s sole cost and expense, Tenant to remove any partitions, counters, railings, telephone and telecommunications lines, cables, conduits and equipment and/or other improvements installed by Tenant during the Term, and Tenant shall repair all damage resulting from such additionsremoval or shall pay to Landlord all costs arising from such removal if Landlord shall demand the removal of such alterations, additions and improvements prior to lease expiration or earlier termination of the Lease and Tenant fails to remove and repair the Premises prior to Tenant’s vacation thereof. All repairs, alterations, changes additions and restorations by Tenant hereinafter required or improvements permitted shall be done in a good and workmanlike manner and in compliance with the plans and specifications approved by Landlord and in compliance with all applicable laws and ordinances, building codes, bylaws, regulations and orders of any federal, state, county, municipal or other public authority and of the insurers of the Premises and as-built plans and specifications shall be provided to Landlord by Tenant upon completion of the work. If required by Landlord, Tenant shall secure at the expiration Tenant's own cost and expense a completion and lien indemnity bond or sooner termination of this Leaseother adequate security, in form and substance reasonably satisfactory to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend shall reimburse Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from for Landlord's reasonable charges (including any work performed, material furnished, or obligations professional fees incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, Landlord and agrees to obtain the discharge of any lien which attaches a reasonable administrative fee as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that established by Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make ) for reviewing and approving or disapproving plans and specifications for any additions, proposed alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. (a) Except as hereinafter expressly provided, Tenant shall not make or permit to be made any alterations, additions, alterations, changes or improvements in or to the Leased Premises or any part thereof which would cost in excess of Twenty-Five Thousand Dollars (excluding trade fixtures and typical office partitions$25,000) without first obtaining the prior written consent of Landlord, Landlord thereto (which consent shall Landlord agrees not be to unreasonably withheld withhold, condition or delay, provided Tenant has fully complied with each and every term, covenant and condition in this Lease and, with respect to such alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal has provided Landlord has informed with such liability insurance policies and/or surety bonds as Landlord may reasonably request). Notwithstanding the foregoing, Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees shall not make or permit to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from be made any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements in or to the structural components of the Leased Premises (regardless of cost) without first obtaining the written consent of Landlord, which otherwise shall be made subject to the foregoing terms and conditions. (b) Before requesting Landlord’s consent, Tenant shall submit to Landlord detailed plans and specifications in duplicate of such proposed alterations, changes, additions or improvements, one of which copies may be retained by Landlord. Landlord shall be entitled to withhold its consent to any such alterations, additions, changes, or improvements, until such time as Tenant provides Landlord with reasonable evidence of the approval of such alterations, additions, changes or improvements by any and all municipal, state, federal or other governmental or other authorities, offices and departments now existing or hereafter created having jurisdiction over the Premises, and of the Board of Fire Underwriters or other like body, which approvals Tenant shall obtain at its own cost and expense. (c) Landlord, its architect, agents and employees, shall, upon reasonable notice, have the right to enter upon the Leased Premises in a reasonable manner and at all reasonable times during the course of any such times alterations, additions, changes or improvements for the purpose of inspection and in of finding out whether such manner as not work conforms to unreasonably interfere the approved plans and specifications and with the occupationagreements herein contained. (d) Any and all alterations, use additions, improvements and enjoyment changes made by Tenant at any time and all governmental approvals therefor shall immediately be and become the property of Landlord without any payment therefor by Landlord; provided, however, that it is expressly understood and agreed that any trade fixtures or other fixtures added by Tenant (other than those which are required by the terms of this Lease to be provided by Tenant as a result of its obligation to repair or replace property furnished by Landlord) shall remain the property of Tenant and may be removed by Tenant, at Tenant’s expense, upon the expiration or earlier termination of this Lease, provided that any damage caused thereby is immediately repaired by Tenant. (e) Tenant, at its own cost and expense, will cause any and all mechanics’ liens and perfections of the remainder same which may be filed against the Leased Premises to be paid and satisfied of record within thirty (30) days after Landlord shall send to Tenant written notice by registered mail of the Project filing of any notice thereof against the Premises or the owner, for or purporting to be for labor or materials alleged to be furnished or to be charged by or for Tenant at the Leased Premises, or will bond such mechanics’ liens within said thirty (30) day period and use its good faith efforts to have such liens discharged by an order of a court of competent jurisdiction as promptly as possible. (f) Any alterations, improvements or other tenants thereofwork once begun must be prosecuted with reasonable diligence to completion and, subject to the provisions of Subsection 12(e), above, be paid for by Tenant in full, free and clear of liens or encumbrances against the Leased Premises or Landlord, and must be performed in all respects in accordance with law.

Alterations. Tenant 14.1 Sublessee shall not make perform any additions, alterations, changes or alterations and improvements in or to the Leased Premises Subleased Premises, or any part thereof (excluding trade fixtures and typical office partitions) thereof, without the prior written consent of LandlordLandlord (to the extent required under the Prime Lease) and Sublessor, which consent shall not be unreasonably withheld and otherwise in full compliance with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance all of the Leased Premisesapplicable terms, covenants and conditions of the Prime Lease. In Sublessee expressly understands and agrees that in the event that Landlord consents requires removal of improvements and alterations performed by and/or for Sublessee and restoration of the Subleased Premises, Sublessee agrees to promptly comply with such additionsremoval and restoration requirement of Landlord at the end of the term of the Sublease. 14.2 Sublessor and Sublessee shall cooperate and mutually agree upon any Separation Work (as herein defined) as may be reasonably necessary to sublease the Premises to Sublessee. Subject to any required Landlord approvals, alterationsSublessee shall use commercially reasonable efforts to physically demise and separate the Subleased Premises, changes or improvementsbut only to the extent Sublessor and Sublessor have mutually agreed upon any required Separation Work, then all additions, alterations, changes or improvements shall be constructed from the remaining portion of Premises (the “Remaining Portion”) at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at TenantSublessee’s sole cost and expense. Such demising and separation work is referred to herein as the “Separation Work.” The Separation Work shall include the following, as required and applicable: (i) installation of one or more code-compliant sheetrock demising walls between the Remaining Portion and the Subleased Premises or such other demising and partition materials as shall be reasonably sufficient to remove separate the Subleased Premises from the Remaining Portion, finished to match the wall finishes on the Premises to the extent practicable; (ii) any such additionsreconfiguration of HVAC distribution, alterationssprinkler system distribution, changes or improvements at the expiration or sooner termination of this Leaseelectrical outlets, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant lighting necessary as a consequence of installation of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify demising wall(s); and defend Landlord againstall Separation Work must comply with all applicable fire, safety, health, and building codes provided, however, it shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as not be a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same default hereunder if Sublessor does not unreasonably interfere with Tenant’s use of commence or complete the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with Separation Work on the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofdate hereof.

Alterations. Tenant Sublessee shall obtain both Sublessor’s and Master Lessor’s prior written consent to the architect and contractor engaged by Sublessee to perform work in or about the Subleased Premises, which consent Sublessor shall not make additions, unreasonably withhold. Sublessor agrees that it shall not charge Sublessee any supervisory fee with respect to any alterations, changes additions or improvements (collectively, “Alterations”) that Sublessee makes to the Subleased Premises, other than any supervisory fee that Master Lessor charges Sublessor with respect thereto (which charge Sublessee shall pay Sublessor as Additional Rent (as defined below) hereunder). Except as modified by this Section, Sublessee shall strictly comply with all obligations of Section 6 of the Master Lease, as incorporated by reference herein. Notwithstanding anything to the contrary contained in this Sublease, (a) if so required in writing by Master Lessor, Sublessee shall remove all Alterations made by or on behalf of Sublessee in or to the Leased Subleased Premises (whether or any part thereof (excluding trade fixtures not Sublessor’s consent was required hereunder) at expiration or termination of this Sublease and typical office partitions) without restore the prior written consent of LandlordSubleased Premises to the condition shown on Exhibit B hereto, which consent shall not be unreasonably withheld with respect to alterationsordinary wear and tear and damage caused by Sublessor excepted, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at TenantSublessee’s sole cost and expense, and (b) Sublessee shall not be required to remove obtain Sublessor’s consent (but shall still be required to obtain Master Lessor’s consent, if applicable) to any Alteration to the Subleased Premises if (i) (A) the total cost (including soft costs) for such additionsAlteration does not exceed Twenty Thousand Dollars ($20,000), alterations(B) such Alteration does not affect the foundation, changes roof or improvements any structural component of the Building, (C) such Alteration does not materially affect the Building’s mechanical, electrical, plumbing or life safety systems, and (D) Sublessee provides Sublessor with not fewer than ten (10) days’ prior written notice of Sublessee’s construction or installation of such Alteration, or (ii) if Master Lessor consents in writing to the Alterations in question and agrees that it need not be removed at the expiration end of the term of the Master Lease. Sublessee shall furnish to Sublessor copies of all permits and plans and specifications for all Alterations made by or sooner termination of this Lease, and to repair any damages for Sublessee to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Subleased Premises, Buildingwhether or not Sublessor’s consent thereto is required hereunder. Sublessee shall pay, Project and Park free from when due, all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment Claims for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished or alleged to Tenant on credit and no mechanics’ or other liens shall attach have been furnished to or affect Landlordfor Sublessee at or for use on the Subleased Premises. If any mechanic’s interest in the Project, Building, Leased Premiseslien is recorded for work claimed to have been done for, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, inon behalf of, or for materials claimed to the Building and Projectbe furnished to or for Sublessee, and to build additional structures adjoining theretothen Sublessee shall, provided same does not unreasonably interfere with Tenant’s use at its expense, immediately discharge such lien, by bond or otherwise, on demand of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofSublessor.

Alterations. Tenant LESSEE shall not make additions, alterations, changes structural alterations or improvements in or additions of any kind to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written Premises, but may make nonstructural alterations provided LESSOR consent of Landlordthereto in advance in writing, which consent shall not be unreasonably withheld provided said alterations are consistent in appearance and quality with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance rest of the Building and Property. However, LESSOR shall not be obligated to approve any such alterations which would subject LESSOR to additional expense to readapt or prepare the Leased PremisesPremises for re-leasing upon the termination of this Lease or which would increase the Real Estate Tax Expenses of the Property. In the event that Landlord consents to All such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements allowed alterations shall be constructed at Tenant’s LESSEE's sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost risk and expense, to remove any such additionsshall conform with LESSOR's construction specifications, alterations, changes or improvements at the expiration or sooner termination of this Leaseshall be performed in good and workmanlike manner, and shall comply with all applicable codes and regulations. If LESSOR performs any services for LESSEE in connection with such alterations or otherwise, any just invoice will be considered additional rent and will be promptly paid. LESSEE shall not permit any mechanics' liens, or similar liens, to repair any damages to remain upon the Leased Premises caused by such removal provided Landlord has informed Tenant in connection with work of such requirement at the time of Landlord’s approval. Tenant hereby agrees any character performed or claimed to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or have been performed at the direction of Tenant in connection with LESSEE and shall cause any such lien to be released or removed without cost to LESSOR within ten (10) days of written request by LESSOR. Any alterations or improvements shall become part of the real estate and the property of LESSOR. LESSEE shall remove any alteration or addition made by it and restore the Leased PremisesPremises and other affected area(s), and agrees if any, to obtain the discharge same condition as they were in on the Lease Commencement Date upon the expiration or termination of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is duethis Lease if LESSOR so directs. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens Any alterations completed by LESSOR shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereofbe “building standard” unless noted otherwise. Landlord hereby reserves LESSOR shall have the right at any time to change the arrangement and from time to timelayout of parking areas, during stairs, walkways, common areas and other areas of the term hereofProperty not contained within the Leased Premises, to make any additionsinstall, alterationsrepair, changes replace, remove, use, maintain and relocate for service to the Leased Premises and to other parts of the Property, pipes, ducts, conduits, wires and fixtures wherever located inside or improvements (including without limitation, building additional stories) on, in, or to outside of the Building and Projectthe Property, to change the boundaries of the lot upon which the Building is located, to construct additions to existing buildings on the Property, and to build construct additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of buildings and improvements on the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofProperty.

Alterations. Tenant shall not make additions, or cause to be made any alterations, changes additions or improvements in or install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, or shades or awnings, or make any other changes to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior first obtaining Landlord's written consent of Landlordapproval, which consent approval shall not be unreasonably withheld withheld. Tenant shall present to the Landlord plans and specifications for such work at the time approval is sought. In the event Landlord consents to the making of any alterations, additions, or improvements to the Leased Premises by Tenant, the same shall be made by Tenant at Tenant's sole cost and expense. All such work with respect to any alterations, additions, and changes shall be done in a good and workmanlike manner and diligently prosecuted to completion such that, except as absolutely necessary during the course of such work, the Leased Premises shall at all times be a complete operating unit. Any such alterations, additions, or changes shall be performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the work or any such alterations, additions, or changes, Tenant shall have the same performed in such a manner as not to obstruct access to any portion of the Building. Any alterations, additions, or improvements which do not affect the structure, tenant improvements, to or outward appearance of the Leased Premises. In , including, but not limited to, wallcovering, fume hoods, darkroom, paneling, and built-in cabinet work, but excepting movable furniture and equipment, shall at once become a part of the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements realty and shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become surrendered with the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project unless Landlord and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right agree at any time that the specific improvement may be removed by Tenant at the end of the Term provided Tenant restores the premises to its original condition, wear and tear excepted. If there is an agreement to allow removal, such items which are the subject of agreement shall be listed on Exhibit F which agreement, as may be revised by the parties from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner a part of this Lease. The parties have agreed as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.items 1 through 8 listed on Exhibit F.

Alterations. After the Commencement Date, Tenant shall not make additionsor permit any Alterations in, alterationson or about the Premises, changes or improvements except for nonstructural Alterations not exceeding Twenty-Five Thousand and no/100ths Dollars ($25,000.00) in or to the Leased Premises or cost during any part thereof twelve (excluding trade fixtures and typical office partitions12) month period, without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect withheld, and according to alterationsplans and specifications reasonably approved in writing by Landlord. Notwithstanding the foregoing, changes or improvements which do not affect Tenant shall not, without the structureprior written consent of Landlord, tenant improvements, or outward appearance make any (i) alterations to the exterior of the Leased Building; (ii) alterations to and penetrations of the roof of the Building; or (iii) alterations visible from outside the Building to which Landlord may withhold Landlord's consent on wholly aesthetic grounds. All Alterations shall be installed at Tenant's sole expense, in compliance with all applicable laws and permit requirements by a licensed contractor, shall be done in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, and shall not diminish the value of either the Building or the Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements All Alterations made by Tenant shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of LandlordLandlord upon installation and shall not be deemed Tenant's Personal Property; provided, however, that Landlord may, at its option, require that Tenant, at Tenant’s sole cost and 's expense, to remove any such additions, alterations, changes or improvements at all Alterations installed by Tenant and return the expiration or sooner termination Premises to their condition as of the Commencement Date of this Lease, normal wear and tear excepted and subject to the provisions of Paragraph 23. If Tenant removes any Alterations as required or permitted herein, Tenant shall repair any damages and all damage to the Leased Premises caused by such removal provided Landlord has informed and return the Premises to their condition as of the Commencement Date, normal wear and tear excepted and subject to the provisions of Paragraph 22. Notwithstanding any other provision of this Lease, Tenant of such requirement at shall be solely responsible for the time of Landlord’s approval. Tenant hereby agrees to indemnify maintenance and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge repair of any lien Alterations made by it to the Premises. The provisions of this Paragraph 12 shall not apply to the Tenant Improvements which attaches as a result of such work immediately after such lien attaches or payment for shall be governed by the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest provisions set forth in the Project, Building, Leased Premises, or Park Work Letter Agreement attached as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.EXHIBIT D.

Alterations. Landlord hereby consents to certain Tenant Improvements, on the terms and subject to the conditions of Exhibit C. Tenant shall not make additionsor permit any Alterations in, alterations, changes on or improvements in or to about the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, and according to plans and specifications approved in writing by Landlord, which consent and approval shall not be unreasonably withheld with respect to alterationswithheld, changes conditioned or improvements which do not affect delayed. Except in the structure, tenant improvements, or outward appearance case of the Leased Premises. In Tenant Improvements which are the event that Landlord consents to such additionssubject of the Initial Installation, alterationsLandlord, changes or improvementsat its sole option, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; providedmay, however, Landlord mayrequire as a condition to the granting of any such consent, at its option, require Tenantthat Tenant provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to remove one and one-half (1½) times any such additionsand all estimated costs of any intended improvements to the Premises, alterationsto insure Landlord against any liability for mechanics’ and materialmen’s liens and to insure completion of the work. Except in the case of the Tenant Improvements which are the subject of the Initial Installation, changes and unless otherwise agreed in writing by the parties, Tenant shall, at its sole cost and expense, obtain all necessary permits and governmental inspections and approvals required in connection with any Alterations. All Alterations shall be installed at Tenant’s sole expense (except as expressly set forth in this Lease), in compliance with all applicable laws (including, but not limited to, The American With Disabilities Act, and any state or improvements at local building, fire or safety codes, ordinances or regulations), the expiration or sooner termination Rules and Regulations and the CC&R’s, by Landlord’s contractor unless otherwise agreed by the parties. All Alterations shall be done in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, and shall not diminish the value of the Project. All Alterations made by Tenant shall be and become the property of Landlord upon installation and shall not be deemed Tenant’s Personal Property. Notwithstanding any other provisions of this Lease, Tenant shall be solely responsible for the maintenance and to repair of any damages and all Alterations made by it to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approvalPremises. Tenant hereby agrees to indemnify and defend shall give Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any written notice of Tenant’s alterations, additions, changes intention to perform any Alterations on the Premises at least twenty (20) days prior to the commencement of such Alterations to enable Landlord to post and record an appropriate Notice of Non-responsibility or improvements shall be made at other notice deemed proper before the commencement of any such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofAlterations.

Alterations. Tenant shall not make additions, or cause to be made any alterations, changes additions or improvements in or install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, or shades or awnings, or make any other changes to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior first obtaining Landlord’s written consent of Landlordapproval, which consent approval shall not be unreasonably withheld with respect withheld. Tenant shall present to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of Landlord plans and specifications for such work at the Leased Premisestime approval is sought. In the event that Landlord consents to such the making of any alterations, additions, alterations, changes or improvements, then all additions, alterations, changes or improvements to the Leased Premises by Tenant, the same shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, made by Tenant at Tenant’s sole cost and expense. All such work with respect to any alterations, to remove any such additions, alterationsand changes shall be done in a good and workmanlike manner and diligently prosecuted to completion such that, changes or improvements at except as absolutely necessary during the expiration or sooner termination course of this Leasesuch work, and to repair any damages to the Leased Premises caused by shall at all times be a complete operating unit. Any such removal provided Landlord has informed alterations, additions, or changes shall be performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the work or any such alterations, additions, or changes, Tenant shall have the same performed in such a manner as not to obstruct access to any portion of such requirement at the time Building. Any alterations, additions, or improvements to or of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Buildingincluding, Project but not limited to, wall covering, fume hoods, darkroom, paneling, and Park free from all mechanics’ liens built-in cabinet work, but excepting movable furniture and other such liens arising from any work performedequipment, material furnished, or obligations incurred by Tenant or shall at once become a part of the direction of Tenant in connection realty and shall be surrendered with the Leased Premises, unless Landlord and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right agree at any time that the specific improvement may be removed by Tenant at the end of the Term provided Tenant restores the premises to its original condition, wear and tear excepted. If there is an agreement to allow removal, such items which are the subject of agreement shall be listed on Exhibit F which agreement, as may be revised by the parties from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment a part of the remainder of the Project by the other tenants thereofthis Lease.

Alterations. A. Tenant shall not make additions, alterations, changes or improvements in or any alterations to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) the Building without first obtaining the prior written consent of LandlordLandlord in each such instance, which consent shall not be unreasonably withheld with respect to alterationsso long as such alteration (i) would not have an adverse affect on the Building structure or the Building systems or otherwise affect the elevator lobbies or restrooms, changes or improvements which do (ii) would not affect the structure, tenant improvements, or outward exterior appearance of the Building, (iii) comply with all applicable laws, and (iv) would not interfere with another occupant’s normal and customary business operations. Notwithstanding the foregoing, Landlord’s consent shall not be required for any alteration (each, a “Permitted Alteration”) that (i) is limited to the interior of the Leased PremisesPremises and the cost of such alteration does not exceed $100,000.00; and (ii) does not adversely affect the structure of the Building or the Building systems. In All alterations made by Tenant shall (unless expressly provided to the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall contrary in this Lease) be constructed made at Tenant’s sole cost and expense (including all expenses for obtaining any required governmental permits and shall, upon completion thereof, become approvals). Landlord hereby agrees that it shall not unreasonably withhold its consent in the property of Landlord; provided, however, Landlord may, at its option, require Tenantevent that Tenant desires, at Tenant’s sole cost and expense, to remove replace the northwest elevator with an elevator of a size typically used in hospitals. B. Prior to commencing any alteration, Tenant shall give notice (each, an “Alteration Notice”) to Landlord thereof, and, to the extent that good construction practice requires plans and specifications to be prepared with respect to such additionsalteration, such notice shall be accompanied by a copy of such plans and specifications. In the case of any alteration that is not a Permitted Alteration (each, a “Material Alteration”), Landlord, within ten (10) days after its receipt of such notice, shall either (i) give its written consent to such Material Alteration, or (ii) deny its consent and request revisions or modifications to such Material Alteration. If (x) Landlord so denies its consent and requests such revisions or modifications, and (y) Tenant wishes to pursue such Material Alteration, then Tenant shall submit such revisions or modifications to Landlord. Within seven (7) days following receipt by Landlord of such revisions or modifications, Landlord shall give its written consent thereto or shall request other revisions or modifications therein (but relating only to the extent Tenant has failed to comply with Landlord’s earlier requests). The preceding two sentences shall be implemented repeatedly until Landlord gives its written consent to the Material Alteration in question. If (i) Landlord fails to deny its consent to a Material Alteration in a writing that sets forth the reasons for such denial within the aforesaid 10-day period, or (ii) Landlord fails to deny its consent to such a revision or modification of a Material Alteration in a writing that sets forth the reasons for such denial within the aforesaid 7-day period, then Tenant shall submit a second notice to Landlord, and if Landlord fails to respond to such second notice within seven (7) days following receipt thereof by Landlord, Landlord shall be deemed to have consented to such Material Alteration or such revision or modification, as the case may be. Any dispute as to whether Landlord’s denial of consent to a Material Alteration was proper shall be determined by arbitration in accordance with Section 37 below. Landlord’s approval of Tenant’s plans and specifications for any work performed for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such plans and specifications comply with applicable insurance requirements, building codes, ordinances, laws or regulations or that the alterations, changes additions and improvements constructed in accordance with such plans and specifications will be adequate for Tenant’s use. Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties from and against all costs (including attorneys’ fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Leased Premises, including but not limited to any mechanics’ or materialmen’s liens asserted in connection therewith. C. Tenant shall perform all Tenant alterations with contractors and subcontractors approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. D. Landlord, upon Tenant’s written request, shall (at no expense to Landlord) furnish or execute promptly any documents, information, consents or other materials which are necessary in connection with Tenant’s efforts to obtain any license or permit for the expiration making of any approved or sooner termination Material Alteration. Prior to commencement of this Leaseconstruction of any alterations, Tenant shall deliver to Landlord the building permit, a copy of the executed construction contract covering the alterations, in each case to the extent applicable, and evidence of contractor’s and subcontractor’s insurance, such insurance being with such companies, for such periods and in such amounts as Landlord may reasonably require, naming the Landlord Parties as additional insureds. Tenant shall pay to repair any damages Landlord within ten (10) days after receipt of written request along with evidence substantiating such cost, a review fee in the amount of Landlord’s actual reasonable professional costs incurred to compensate Landlord for the cost of review and approval of the plans and specifications to the extent applicable. Tenant shall deliver to Landlord a copy of the “as-built” plans and specifications for all alterations or physical additions so made in or to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at to the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord againstextent applicable, and shall keep reimburse Landlord for the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations cost incurred by Landlord to update its current architectural plans for the Building to the extent applicable. E. Tenant shall not be deemed to be the agent or at the direction representative of Tenant Landlord in connection with making any such alterations, physical additions or improvements to the Leased Premises, and agrees shall have no right, power or authority to obtain encumber any interest in the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Complex in connection therewith other than Tenant’s contractorsleasehold estate under this Lease Agreement. However, subcontractors, materialmen or suppliers that Landlord is not liable for should any labor or materials furnished to Tenant on credit and no mechanics’ or other liens be filed against any portion of the Complex or any interest therein (other than Tenant’s leasehold estate hereunder) by reason of Tenant’s acts or omissions or because of a claim against Tenant or its contractors, Tenant shall attach cause the same to be canceled or affect discharged of record by bond or otherwise within twenty (20) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens, within said twenty (20) day period, which failure shall be deemed to be a default hereunder, Landlord may, at its sole option and in addition to any other remedy of Landlord hereunder, cancel or discharge the same and upon Landlord’s interest demand, Tenant shall promptly reimburse Landlord for all costs incurred in the Projectcanceling or discharging such lien or liens. F. Tenant shall cause all alterations, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any physical additions, alterations, changes or and improvements (including fixtures), constructed or installed in the Leased Premises by or on behalf of Tenant to comply with all applicable governmental codes, ordinances, rules, regulations and laws. Tenant acknowledges and agrees that neither Landlord’s review and approval of Tenant’s plans and specifications nor its observation or supervision of the construction or installation thereof shall constitute any warranty or agreement by Landlord that same comply with such codes, ordinances, rules, regulations and laws. G. Tenant shall be wholly responsible for any accommodations or alterations that are required by applicable governmental codes, ordinances, rules, regulations and laws to be made to the Leased Premises to accommodate disabled employees and customers of Tenant, including, without limitation, building additional storiescompliance with the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.) onand the Texas Architectural Barriers Act (Tex.Rev.Civ.Stat. Art 9201) (collectively, in, or the “Accommodation Laws”). Except to the extent provided below, Landlord shall be responsible for making all accommodations and alterations to the Common Areas of the Building necessary to comply with the Accommodation Laws. Notwithstanding the foregoing, Landlord may perform, at Tenant’s sole cost and Projectexpense, and any accommodations or alterations that are required by the Accommodation Laws to build additional structures adjoining thereto, provided same does not unreasonably interfere with any area outside of the Leased Premises which are triggered by any alterations or additions to the Leased Premises or Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times Landlord represents and in such manner warrants that as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of date hereof, the Project by the Building complies with all Accommodation Laws and all other tenants thereofapplicable governmental codes, ordinances, rules, regulations and laws.

Alterations. Tenant Sublessee shall have the right to make alterations, additions and improvements (collectively, hereinafter “Alterations”) to the Premises without obtaining consent of the PDA or Sublessor, provided that (i) such Alterations do not materially adversely affect the soundness, structural integrity, exterior appearance, or useful life of the structure or the systems of the Building, (ii) such Alterations in each instance do not exceed $250,000, and (iii) such Alterations do not require (A) consent of the PDA under Article 15 of the Ground Lease (applied as if Sublessee were the “Sublessee” thereunder) or (B) approval of plans from another governmental agency to obtain any required building or other permit. If applicable, Sublessee shall provide Sublessor with “as built” plans detailing such Alterations at the completion thereof. As long as Sublessor has received at least fifteen (15) business days’ prior notice of such Alterations, Sublessor shall notify Sublessee within such period whether Sublessor shall require Sublessee to remove such Alterations upon the expiration or earlier termination of this Lease. If Sublessor fails to give such notification to Sublessee within such period, Sublessee shall not make additions, alterations, changes or improvements in or be obligated to do so. Notwithstanding anything herein to the Leased Premises contrary, Sublessee shall not be obligated to remove or restore any Alterations made as part thereof (excluding trade fixtures of or in connection with Sublessor’s Work and typical office partitions) without Sublessee’s initial occupancy of the Building, including, but not limited to any data, telephone or telecommunications wiring. In addition, Sublessee shall have the right to install, at its sole cost and expense, a backup generator for the Building in a location to be reasonably determined by Sublessor and Sublessee, subject to the other provisions hereof related to Alterations. Any other Alterations shall require the prior written consent of LandlordSublessor and, to the extent required under the Ground Lease, the PDA, which consent shall not be unreasonably withheld or delayed subject to and in accordance with the Ground Lease. Sublessor agrees that it shall use commercially reasonable efforts to assist Sublessee in obtaining any consent required from the PDA relating to Alterations so long as Sublessee reimburses Sublessor for any reasonable out-of-pocket costs or expenses incurred by Sublessor in connection therewith. Sublessor may condition its consent to any Alteration requiring Sublessor’s consent hereunder on a requirement that Sublessee remove same upon expiration or earlier termination of the Term of this Lease. All work done in connection with any Alterations shall be done in a good and workmanlike manner employing materials of good quality and in compliance with Article 15 of the Ground Lease and with laws, rules, orders and regulations of governmental authorities having jurisdiction thereof and by contractors approved by Sublessor, which approval will not be unreasonably withheld, conditioned or delayed. If Sublessee employs outside contractors for Alterations to the Premises, Sublessee shall be responsible for and shall cause the contractor to abide by all reasonable procedures, rules and regulations as promulgated by Sublessor and/or the PDA in writing prior to the commencement of any such Alteration. All Alterations shall be performed in such a manner as to maintain harmonious labor relations and not to damage the Building. Sublessee shall indemnify and hold Sublessor harmless from any damage caused by Sublessee’s contractors. Sublessee agrees to pay to Sublessor all reasonable out-of-pocket costs actually incurred by Sublessor in connection with granting its consent to such Alterations (if required) and supplying services requested by Sublessee to Sublessee with respect to alterationsthe construction by Sublessee of any Alteration within thirty (30) days of Sublessor’s bill therefor. Sublessee shall cause each contractor performing any Alteration on its behalf to carry worker’s compensation insurance in statutory amounts covering the employees of all contractors and subcontractors, changes and comprehensive general liability insurance with such limits as Sublessor may require reasonably from time to time during the Base Term or improvements which do not affect Extension Term, if any, of this Lease, taking into account the structure, tenant improvements, or outward appearance complexity and nature of the Leased Premiseswork and the amount of insurance customarily carried by contractors performing similar work and, if requested by Sublessor, to deliver to Sublessor certificates of all such insurance. In the event that Landlord consents to such additionsExcept as otherwise provided herein, alterationsany Alterations made by Sublessee, changes or improvements, then all additions, alterations, changes or improvements and any permanent fixtures installed as part thereof shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at Sublessor upon the expiration or other sooner termination of this Lease. Sublessee shall yield up the Premises in the condition the Premises were in on the Rent Commencement Date or as they may be placed during the Term of this Lease, reasonable wear and tear, damage caused by Sublessor’s activities or breach of its repair and maintenance obligations, and damage by fire or other casualty and governmental taking excepted (but in any event, subject to repair any damages Sublessee’s obligation to remove Alterations as provided in this Lease). Notwithstanding the foregoing or anything in this Lease to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlordcontrary, Sublessee shall have no obligation to remove or restore Sublessor’s approval. Tenant hereby agrees to indemnify Work, any ordinary and defend Landlord againstcustomary tenant improvements or Alterations that are typical for general office, manufacturing, R&D/laboratory, and shall keep warehouse use, including data, telephone or telecommunications cabling and wiring. All articles of personal property and all business or trade fixtures, machinery and equipment and furniture owned or installed by Sublessee in the Leased PremisesPremises including, Buildingwithout limitation, Project and Park free from all mechanics’ liens and other such liens arising from any work performedcomputers, material furnishedrefrigerators, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premisesfreezers, and agrees to obtain water processing systems, shall remain the discharge property of any lien which attaches as a result of such work immediately after such lien attaches Sublessee and may be installed or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right removed by Sublessee at any time and from time to time, during the term hereof, to make any additions, alterations, changes Lease Term or improvements (including without limitation, building additional stories) on, in, upon the expiration or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants earlier termination thereof.

Alterations. (a) Tenant shall not before or during the Term make additions, or suffer to be made any alterations, changes additions or improvements in or to the Leased Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or any part thereof the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (excluding trade fixtures and typical office partitionscollectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, that Tenant shall provide Landlord maycopies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at its optionTenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require TenantTenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to remove Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any such additionsliability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, alterationsvalid building permits or other permits or licenses required must be furnished to Landlord, changes or and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements at the expiration or sooner termination of this Leaseunder construction, including building materials, and to repair any damages to the Leased Premises caused by other insurance in amounts and against such removal provided risks as Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant reasonably require in connection with the Leased PremisesAlterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, proceed to make any additionsAlterations, alterationsnotwithstanding consent from Landlord to do so, changes until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or improvements (including without limitationinstallation of such Alterations and Landlord has approved such date in writing, building additional stories) on, in, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to the Building and Project, be posted and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use remain posted until the completion of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofwork.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior have first obtained Landlord’s written consent of Landlordconsent, which consent shall not be unreasonably withheld withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with respect Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which do not affect can be removed without structural damage to the structurePremises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, tenant improvements, or outward appearance within ten (10) Business Days of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed Tenant’s request and at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such additionssecurity interest, alterationsor such lessor, changes or improvements at the expiration or sooner termination of this Lease, and agrees in writing to repair any damages damage which may be done to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for a removal of any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements Trade Property. Tenant shall be made at such times and in such manner as not promptly repair any damage to unreasonably interfere with the occupation, use and enjoyment Premises caused by its removal of the remainder any of the Project by the other tenants thereofTenant’s Trade Property.

Alterations. Tenant shall not have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterationsalterations and changes, changes structural or improvements otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent Premises, provided no Event of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements Default shall be constructed at Tenant’s sole expense and shallcontinuing, upon completion thereof, become the property of Landlord; providedsubject, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages in all cases to the Leased Premises caused by such removal provided Landlord has informed following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant of such requirement at shall have procured and paid for, so far as the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and same may be required from time to time, during all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the term hereofapplication for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to make any additionsbe unreasonably withheld, alterations, changes conditioned or improvements (including without limitation, building additional stories) on, in, or delayed. In addition to the Building and Projectitems mentioned in the preceding sentence, and Tenant shall also provide to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of Landlord evidence reasonably satisfactory to Landlord as to the Leased Premises. funds available to Tenant to complete such Substantial Alteration. (d) Any of Tenant’s alterations, additions, changes Alterations or improvements Substantial Alterations shall be made at such times with reasonable dispatch (Unavoidable Delays excepted) and in such a good and workmanlike manner as not to unreasonably interfere and in compliance in all material respects with the occupation, use all applicable permits and enjoyment authorizations and buildings and zoning laws and with all other Legal Requirements of the remainder of the Project by the other tenants thereofany Governmental Authority.

Alterations. Tenant shall may not make additionsany improvements, alterations, additions or changes or improvements in or to the Leased Premises or any part thereof mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (excluding trade fixtures and typical office partitionscollectively, the “Alterations”) without first procuring the prior written consent of LandlordLandlord to such Alterations, which consent shall be requested by Tenant not less than ten (10) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld with respect by Landlord, provided it shall be deemed reasonable for Landlord to alterationswithhold its consent to any Alteration which may violate the CAP Process described in Section 5.3 above, changes or improvements which do not may adversely affect the structure, tenant improvementsstructural portions or the systems or equipment of the Building, or outward has a material effect on the exterior appearance of the Leased PremisesBuilding when the Building is viewed in its entirety from the street of from a neighboring building. In Notwithstanding the event that Landlord consents to such additionsforegoing, alterations, changes or improvements, then all additions, alterations, changes or improvements Tenant shall be constructed at Tenantpermitted to make Alterations without Landlord’s sole expense prior consent and shallwithout prior notice to Landlord (subject to the terms of Article 9, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expensebelow), to remove any the extent that such additionsAlterations cost less than $10,000.00 for a particular job or work and are strictly cosmetic (such as painting or carpeting). Notwithstanding the foregoing, alterationsTenant shall be permitted to make Alterations following three (3) business days’ prior written notice to Landlord, changes but without Landlord’s prior consent, to the extent that such Alterations (i) do not adversely affect the Building Structure, Building Systems or improvements at equipment, (ii) does not have a material effect on the expiration or sooner termination exterior appearance of the Building when the Building is viewed in its entirety from the street of from a neighboring building, (iii) cost more than $10,000.00 but less than $100,000.00 for a particular job of work, and (iv) would not require Tenant to obtain Landlord’s consent pursuant to the terms and conditions of Section 5.3 of this Lease, and to repair any damages . The construction of the initial improvements to the Leased Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant’s trade fixtures, furniture, equipment and other personal property installed in the Premises (“Tenant’s Property”) shall at all times be and remain Tenant’s property. For the avoidance of doubt, the items listed on Exhibit N shall be considered Tenant’s Property. Except for Alterations which cannot be removed without structural injury to the Premises or the Building, at any time Tenant may remove Tenant’s Property from the Premises, provided that Tenant repairs all damage caused by such removal provided Landlord has informed Tenant and returns the affected portion of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or Premises to the Building and Project, and condition that existed prior to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any installation of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofProperty.

Alterations. Tenant shall not make additions, no alterations, changes installations, additions or improvements (excluding minor alterations, installations, additions or improvements, including but not limited to paneling, partitions and the installation of Tenant's fixtures hereinafter referred to as "Minor Repairs") in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the Landlord's prior written consent of Landlord, which consent shall not be unreasonably withheld with respect or delayed. All such work approved by Landlord shall be made in a manner, and by workmen and contractors, reasonably acceptable to Landlord. All alterations, changes installations, additions or improvements which do not affect made by or for Tenant to the structure, tenant improvements, or outward appearance of Premises shall remain upon and be surrendered with the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense Premises and shall, upon completion thereof, become the property of LandlordLandlord at the expiration or termination of this Lease or upon the termination of Tenant's right to possession of the Premises; provided, however, that Landlord maymay require Tenant to remove any or all of such items upon the expiration or termination of this Lease or the termination of Tenant's right to possession of the Premises. Tenant shall bear the costs of all removal of Tenant's property from the Premises and all resulting repairs to the Premises. If any work is approved by Landlord, at its optionsuch work shall be performed by Tenant (a) so as not to materially alter the exterior or interior appearance of the Premises except as reasonably approved, require (b) so as not to adversely affect the structure, safety, systems, or services of the Premises, (c) to comply with all building, safety, fire and other codes and governmental, quasi-governmental and insurance requirements, (d) so as not to result in any usage in excess of the Premises capacity for water, electricity, gas, heating, ventilating or air-conditioning (either during or after such work), and (e) in such a manner that no mechanic's, materialman's or other similar liens attach to Tenant's leasehold estate and shall be completed promptly and in a good and workmanlike manner. In no event shall Tenant permit, at Tenant’s sole cost or be authorized to permit, any liens (valid or alleged) or other claims to be asserted against Landlord or Landlord's rights, estates and expenseinterests with respect to the Premises or this Lease. Landlord shall have the right, but not the obligation, to remove any such additions, alterations, changes or improvements liens at the expiration or sooner termination of this Lease, Tenant's cost and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofexpense.

Alterations. Tenant shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitionsa) without With the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect Tenant may from time to time, at its sole cost and expense and after giving Landlord copies of all architectural plans and specifications and related governmental permits, make alterations, changes replacements, additions, changes, and improvements (collectively referred to in this Article as “Alterations”) in and to the interior of the Leased Premises as it may find necessary or improvements convenient for operating the Leased Premises for the Permitted Use. Landlord may condition such consent as Landlord reasonably determines, including, without limitation, a condition requiring Tenant to remove any such Alteration upon the expiration or termination of the Lease Term and restoring the Leased Premises to the condition which existed on the date Tenant took possession, subject to normal wear and tear. Landlord shall give Tenant notice at the time of granting any such consent indicating whether Landlord will require Tenant to remove any such Alteration upon the expiration or termination of the Lease Term. Notwithstanding the foregoing, Tenant shall be permitted, without Landlord’s consent, to make alterations of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpet, so long as such alterations (i) are not visible from the exterior of the Leased Premises and (ii) do not affect the structure, tenant improvementsroof or any structural element of the Building, or outward appearance the mechanical, electrical, plumbing, heating, ventilating, air-conditioning and fire protection systems of the Building. (b) All Alterations made on the Leased Premises shall become the property of Landlord at the expiration or termination of the Lease Term and shall be surrendered with the Leased Premises. In Notwithstanding the event that Landlord consents foregoing, so long as Tenant is not in default under this Lease at the time of such expiration or termination, Tenant may remove its trade fixtures (including, without limitation, data cabling) from the Leased Premises, subject, however to the obligation of Tenant to repair any damage by its removal of any such additionstrade fixtures, alterationswhich obligation shall survive such expiration or termination. (c) Notwithstanding anything contained herein to the contrary, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and Tenant shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, make any non-structural alteration and Landlord shall make all structural or capital alterations to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep on the Leased Premises, Buildingor any part thereof that may be necessary or required by reason of any law, Project rule, regulation or order promulgated by any competent government authority. (d) Tenant shall make or cause to be made any Alteration promptly and Park free from in a good workmanlike manner, in compliance with all mechanics’ liens applicable permits and authorizations and building and zoning laws and all laws, in accordance with the orders, rules and regulations of the Board of Fire Insurance Underwriters and any other such liens arising from any work performed, material furnished, body hereafter exercising similar functions having or obligations incurred by Tenant or at the direction of Tenant in connection with asserting jurisdiction over the Leased Premises, and agrees . (e) Tenant may contract with Landlord to obtain the discharge complete construction of any lien which attaches as Alteration and Landlord shall provide Tenant with a result of such work immediately after such lien attaches or payment bid for the labor or material is duecost thereof prepared by Landlord’s construction contractor(s). Notice is hereby given to all Alternatively, Tenant may obtain additional bids if it so chooses and engage its own contractor, provided Landlord receives copies of the bids and approves Tenant’s contractorscontractor and proposed materials, subcontractorsin writing, materialmen prior to the commencement of the work relating to such Alteration. Landlord shall not be responsible for the quality or suppliers that nature of the work performed by any contractor engaged by Tenant. Tenant shall indemnify and hold Landlord is not liable for harmless from and against any labor damage to the Building, or materials furnished to Tenant on credit and no mechanics’ any other loss, cost, expense or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. liability suffered by Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use by reason of the Leased Premises. Any act or omission of any contractor so engaged by Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant Other than the construction of the Project, which shall not make additionsbe governed by the provisions of Article III of the Mortgage Loan Agreement, alterationsBorrowers shall, changes or improvements in or shall cause Mortgage Borrowers to, obtain Lender’s prior consent to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlordmaterial alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Borrower’s or Mortgage Borrower’s financial condition, the value of the Collateral, the applicable Property or the Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the terms of any Lease, (b) do not materially adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration Threshold Amount, or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement and this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have fifteen (15) Business Days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the request within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a condition to any required approval. If the total unpaid amounts due and payable with respect to alterationsalterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold Amount, changes Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrowers’ obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or improvements which do not affect qualification of the structurethen current ratings assigned to any Securities or any class thereof in connection with any Securitization, tenant improvements(D) a Letter of Credit, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense (E) a completion and shall, upon completion thereof, become the property of Landlordperformance bond issued by an Approved Bank; provided, however, Landlord maythat (i) in the event (A) Mortgage Borrowers are required to and do deliver such security to Mortgage Lender under the Mortgage Loan Agreement, at its optionor (B) if the Mortgage Loan has been paid in full, require TenantFirst Mezzanine Borrowers are required to and do deliver such security to First Mezzanine Lender under the First Mezzanine Loan Agreement, at Tenant’s sole cost or (C) if the Mortgage Loan and expensethe First Mezzanine Loan have been paid in full, Second Mezzanine Borrowers are required to remove and do deliver such security to Second Mezzanine Lender under the Second Mezzanine Loan Agreement; and (ii) upon request, Lender receives evidence reasonably acceptable to it of the delivery of such security by Mortgage Borrowers to Mortgage Lender, or by First Mezzanine Borrowers to First Mezzanine Lender, or by Second Mezzanine Borrowers to Second Mezzanine Lender, as applicable, then Borrowers shall not be required to deliver any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and security to repair any damages Lender. Such security (if given as set forth above) shall be in an amount equal to the Leased Premises caused excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and during the continuance of an Event of Default, Lender may apply such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and security from time to time, during time at the term hereof, option of Lender to make any additions, pay for such alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant shall not make additions, or allow to be made any alterations, changes additions or improvements in or (“Alterations”) to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without obtaining the prior written consent of Landlord, which such consent shall not be unreasonably withheld nor interfere with respect ▇▇▇▇▇▇’s use of the Premises. Tenant shall deliver to alterationsLandlord the contractor’s name, changes state license number, a certificate of liability insurance naming Landlord and, at Landlord’s option, Landlord’s Lender(s) as an additional insured, as well as full and complete plans and specifications of all such Alterations and any subsequent modifications or improvements which do additions to such plans and specifications, and no proposed work shall be commenced or continued by Tenant until Landlord has received and given its written approval of each of the foregoing. Landlord shall either approve or disapprove any proposed Alteration within ten (10) days following receipt of all of the foregoing items, and if Landlord fails to deliver notice of disapproval within ten (10) days following receipt of all the foregoing items, ▇▇▇▇▇▇▇▇’s consent is deemed approved. Landlord’s consent or comments on any such plans shall not affect be deemed an express or implicit covenant or warranty that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the structuresame comply with any Laws, tenant improvementsordinances, or outward appearance of building codes. Tenant will indemnify, protect, defend and hold Landlord and the Leased Premises. In Landlord Parties, and the event that Landlord consents to such additionsPremises harmless for, alterationsfrom and against any loss, changes damage, liability, claims, cost or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additionsincluding attorneys’ fees and costs, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches any defects in design, materials or payment for workmanship resulting from ▇▇▇▇▇▇’s Alterations to the labor or material is duePremises. Notice is hereby given All Alterations which are not permanently affixed to the Premises shall remain the property of Tenant. All Alterations shall be done in a good and workmanlike manner and in compliance with the plans and specifications approved by Landlord and in compliance with all applicable Laws and as-built plans and specifications shall be provided to Landlord by Tenant upon completion of the work. If reasonably required by Landlord, Tenant shall secure at Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit own cost and no mechanics’ expense a completion and lien indemnity bond or other liens shall attach adequate security, in form and substance reasonably satisfactory to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant shall not make additions, alterations, changes or improvements in or Subject to the Leased Premises or requirements of Article IX below and any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlordinsurers providing insurance coverage thereto, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord mayTenant may make, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination and additions of this Lease, and to repair any damages kind to the Leased Premises caused (collectively referred to herein as the “Alterations”) as Tenant deems desirable in the conduct of its business provided that such Alterations: (a) do not reduce, diminish or otherwise adversely affect the fair market value or utility of the Premises, or any part thereof; (b) do not reduce, diminish or otherwise adversely affect the useful life of the Premises, or any part thereof; and/or (c) do not change the general character or use of the Premises or any part thereof. All alterations, improvements, expansions and additions to the Premises, or any part thereof, shall be made in a good and workmanlike manner and in compliance with applicable laws, ordinances, rules, regulations, codes and requirements and any recorded covenants, conditions or restrictions relating to the Premises, or any part thereof. All alterations, improvements, expansions and additions which are not movable trade fixtures shall be the property of Landlord and shall remain upon and be surrendered with the Premises. To the extent such Alterations involve changes to the structure or systems of the Premises, as reasonably determined by such removal provided Landlord has informed Tenant’s architect or engineer, Tenant shall furnish to Landlord, prior to the commencement of such requirement at construction, the time of proposed plans and specifications for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, and upon completion of construction, “as-built” plans and specifications for such Alterations. Landlord shall provide Tenant with its objections, in writing, to Tenant’s proposed plans and specifications within fifteen (15) days after receipt from Tenant. Tenant hereby agrees to indemnify shall submit revised plans and defend specifications until such time as Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all has approved Tenant’s contractorsproposed plans and specifications for such Alterations. If Landlord fails to object, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereofwriting, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of proposed plans and specifications within fifteen (15) days after receipt from Tenant’s alterations, additions, changes or improvements Landlord shall be made at deemed to have approved such times proposed plans and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofspecifications.

Alterations. Tenant Upon approval by RX Technology in writing, Six Flags shall have the right, but not the obligation, to make alterations, modifications, additions, alterations, changes improvements or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord mayupdates, at its option, require Tenant, at Tenant’s RX Technology sole cost and expense, to remove the Facility and/or the Equipment (as hereinafter defined), as hereinafter defined (collectively, the "Alterations"); provided, however, that RX Technology shall have been deemed to approve Alterations if: (i) the Alterations are reasonably required by Six Flags: (a) for safety, quality or financial control reasons, or (b) if new technology and improvements are made to the same type of Facility and/or Equipment in the industry and/or (ii) required by any applicable laws, rules or regulations. All such Alterations shall be made in a good and workmanlike manner. RX Technology agrees to pay Six Flags for the reasonable cost of such Alterations within thirty (30) days of receipt of an invoice therefor. (i) RX Technology agrees to make alterations, modifications, additions, alterationsimprovements or updates, changes at its sole cost and expense (including any necessary design and engineering expenses), to the Facility and/or the Equipment, as shall be mutually agreeed to by the parties and in accordance with the Design Policy. (ii) RX Technology covenants that it will not make, or improvements at suffer or permit to be made, any Alterations in, on, or to the expiration Facility and/or the Equipment without first: (a) notifying Six Flags in writing sufficiently in advance of the commencement thereof to enable Six Flags to post or sooner termination record or both, appropriate and effective notices of this Leasenon-responsibility, (b) obtaining the written consent of Six Flags thereto, which consent Six Flags shall not unreasonably withhold provided that the proposed Alterations are of high quality and in harmony with the overall design and appearance of the Park, and necessary to repair any damages to operate the Leased Premises caused by such removal provided Landlord has informed Tenant Concession in a safe and efficient manner, (c) obtaining the written approval of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches Six Flags as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, and materialmen who will perform work or suppliers that Landlord is not liable for any labor Goods or supply materials furnished to Tenant on credit in connection therewith and no mechanics’ or other liens shall attach to or affect Landlord’s interest in (d) obtaining the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or written consent of Six Flags with respect to the Building proposed commencement and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use completion date of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofAlterations.

Alterations. A. Tenant shall not make additions, any alterations, changes additions or improvements in or to the Leased Premises any Site or any part portion thereof (excluding trade fixtures and typical office partitions“Alterations”) without first obtaining the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed; provided, however, that so long as no Event of Default has occurred and is continuing, Landlord’s prior written consent shall not be required, which but prior written notice shall be delivered to Landlord accompanied with full and complete drawings and plans prepared by a licensed architect or engineer, if applicable, for any Alterations to a Site that: (i) are not structural additions or structural alterations to such Site; (ii) will not change the essential nature of any Building as a restaurant and gift shop or ancillary uses; (iii) will not materially and adversely affect the structural elements or roof of any Building, the proper functioning of a Building’s systems nor the impair the value of such Building; and (iv) do not exceed the cost of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for any Site on an annual basis. In seeking approval from Landlord of any Alterations, if required, Tenant shall provide Landlord with (1) full and complete set of drawings and plans for the proposed Alterations prepared by a licensed architect or engineer; and (2) notice of whether the Alteration will involve or affect Hazardous Materials. Tenant shall not have the right to seek any zoning changes or variances in connection with any Alterations without Landlord’s approval, provided that Landlord’s consent to a variance in connection with any Alterations shall not be unreasonably withheld with respect provided such variance does not change the essential nature of any Building. Tenant shall reimburse Landlord upon demand for any reasonable third party out-of-pocket costs, including, without limitation, attorney’s fees and engineering advisor’s fees, related to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance Landlord’s review of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements any Alterations request by Tenant. B. All Alterations shall be constructed by Tenant, without expense to Landlord, in a good, first-class, professional and workmanlike manner so as not to void or make voidable any roof or other warranties, employing materials of first-class quality free of material defects, and in compliance with all Law, all applicable Encumbrances and all regulations and orders, rules and regulations of the Board of Fire Insurance Underwriters or any other body exercising similar functions, and in compliance with the terms and conditions of this Lease. C. Prior to the commencement of construction of any Alteration that required Landlord’s consent hereunder, Tenant shall deliver to Landlord certificates evidencing the existence of (a) workmen’s compensation insurance with coverage limits not less than statutory limits covering all persons employed for such work; (b) a completed operations endorsement to the commercial general liability insurance policy referred to Section 15.B; (c) reasonable comprehensive general liability and property damage insurance naming Landlord, its designees and Tenant as additional insureds, with coverage of at least $1,000,000 single-limit or such greater amount as may be reasonably requested by Landlord; and (d) builders all risk insurance on a completed value basis (or its equivalent) covering all physical loss, in an amount no less than the full replacement value of the Alterations in question. D. Promptly upon the completion of construction of any Alteration that is permanently affixed to the Premises and alters the existing footprint or elevation of a Building, Tenant shall deliver to Landlord one complete set of “as built” drawings thereof (and if the Alterations involve any change to the footprint of the applicable Building or the erection of a new building, an ALTA survey for the applicable Site certified to Landlord and any Landlord Mortgagee), proof of payment for all labor and materials, and if and to the extent commercially obtainable, copies of guarantees, if any, from all major contractors in favor of Landlord and Tenant (jointly and separately) against defects and deficiencies in materials and workmanship, and requiring the correction of the same upon demand of Landlord and Tenant at the expense of such contractor. E. All Alterations, whether temporary or permanent in character, made in or upon the Premises either by Landlord or Tenant (other than Tenant’s sole expense Personal Property installed or placed on the Premises by or on behalf of Tenant) shall be Landlord’s property, and shallwill remain with the Premises without compensation to Tenant. Notwithstanding the foregoing, upon completion thereof, become in the property case of any Alteration requiring Landlord; provided, however’s prior written approval, Landlord may, at its option, require Tenant, at may condition such approval on Tenant’s sole cost and expenseagreement to remove all or a portion of such Alteration at the end of the Term. Landlord shall provide Tenant with notice, of Tenant’s obligation to remove any such additionsAlteration at the end of the Term upon Landlord’s review of such Alteration. If Landlord does not notify Tenant that Tenant is obligated to remove such Alteration, alterations, changes or improvements such Alteration may be removed at Tenant’s option. Upon the expiration or sooner termination of this Lease, all Alterations on the Premises required by Landlord to be removed as aforesaid, or any part or parts thereof so designated by Landlord, shall be removed from the Premises by Tenant and to repair any damages the Premises restored to the Leased Premises caused by such removal provided Landlord has informed Tenant same or better condition than existed immediately prior to the construction of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify Alteration, reasonable wear and defend Landlord againsttear, and damage from fire or other casualty excepted. Notwithstanding Section 4.B, it shall keep not be an Event of Default if Tenant reduces or ceases operation (only to the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from extent reasonably necessary) during the construction of any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant Alterations made in connection accordance with the Leased Premisesterms and provisions of this Lease, and agrees to obtain the discharge so long as such reduction or ceasing of any lien which attaches as a result of such work immediately after such lien attaches or payment operations does not continue for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest more than ninety (90) consecutive days in the Projectaggregate with respect to any such Alteration, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time subject to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofForce Majeure Delays.

Alterations. 8.1 Tenant shall not make any alterations, additions, alterations, changes modifications or improvements in or to the Leased Premises or any part thereof (excluding trade including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures and typical office partitions) or equipment thereto (collectively, “Alterations”), without the Landlord’s prior written consent, such consent of Landlord, which consent shall not to be unreasonably withheld with respect to alterationswithheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, changes Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or improvements which do less and it will not affect in any way the structurestructural, tenant improvementsexterior, entry or roof elements of the Project or the Premises, or outward appearance the mechanical, electrical, plumbing, utility or life safety systems of the Leased PremisesProject, but Tenant shall give prior written notice of any such Alterations to Landlord. In All Alterations in or to the event that Premises to which Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, made by Tenant at Tenant’s sole cost and expenseexpense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to remove be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any such additionssystems, alterationscomponents or elements of the Building, changes or improvements at shall be in a form sufficient to secure the expiration or sooner termination approval of this Leaseall government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to repair Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant resubmittal of such requirement at the time plans) within ten (10) business days of Landlord’s approvalreceipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Tenant hereby agrees Landlord may also require, as a condition to indemnify and defend Landlord againstits consent to any Alterations, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from that any work performed, material furnished, or obligations incurred architect retained by Tenant or at the direction of Tenant in connection with the Leased Premisessuch Alterations be certified as a Certified Access Specialist (CASp), and agrees to obtain that following the discharge of any lien which attaches as a result completion of such work immediately after Alterations, such lien attaches or payment for architect shall certify the labor or material is due. Notice is hereby given Premises as meeting all applicable construction-related accessibility standards pursuant to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofCalifornia Civil Code section 55.

Alterations. 15.01 Tenant shall will not make additionsmake, cause or permit any alterations, changes additions or improvements ("alterations") in or to the Leased Demised Premises or any part thereof (excluding trade fixtures and typical office partitions) without the in each instance obtaining Landlord's prior written consent of Landlordthereto, which consent shall not be unreasonably withheld with respect or delayed. By way of illustration but not limitation, Landlord will be entitled to withhold its consent if the proposed alterations (i) impair or affect the structural soundness or integrity of the Demised Premises, Building, or any of the systems or equipment therein, (ii) lessen the present or future value of the Demised Premises or Building, (iii) change the type of use of the Demised Premises, or (iv) increase the risk of damage or injury to the Demised Premises, the Building or the occupants of the Building. Any such consent by Landlord may be upon condition that the work be performed by Landlord's agents, servants, employees or contractors and that Tenant furnish to Landlord such evidence of Tenant's financial ability to assure payment and/or completion as Landlord may reasonably require. If Landlord so elects and notifies Tenant at the time of Tenant's request to make such alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord mayTenant will, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes alterations (structural or improvements non-structural) at the expiration or sooner other termination of this Lease, and to repair any damages to the Leased Premises all damage caused by such removal provided Landlord has informed Tenant of such requirement at and restore the time of Landlord’s approval. Tenant hereby agrees Demised Premises to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at condition in which they were prior to the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge installation of any lien which attaches as a result of such work immediately after such lien attaches alterations. Nothing herein contained will be construed to restrict Tenant's right to install or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additionschanges in Tenant's own movable trade fixtures. The provisions of this Article 15 are subject to the terms and conditions of any mortgage to which this Lease is subordinate and if the consent of any such mortgagee is required for such work, alterationssuch consent will be obtained by Tenant before any such work is commenced. In that regard, changes Landlord agrees to reasonably cooperate with Tenant in obtaining the consent of such mortgagee. Plans and specifications, together with an estimate of the cost of, for any proposed alterations will be submitted to Landlord upon the request for its consent. However, such review and consent by Landlord will not be deemed Landlord's opinion as to acceptability to or improvements (including without limitationcompliance with municipal requirements. Upon completion of the alterations Landlord is to receive one print and one reproducible copy of the "as-built" construction plans. If Landlord elects to, building additional stories) onand notifies Tenant that it will, inrequire removal of Alterations upon the expiration or earlier termination of this Lease, then Landlord shall also have the option to require that Tenant post a security deposit, letter of credit or other evidence of Tenant's financial ability to so remove such Alterations. 15.02 In making any alteration contemplated by this Article, or any repair or restoration contemplated by other terms and conditions of this Lease, the parties will comply with all applicable laws, regulations, ordinances and orders and procure all requisite permits, all at Tenant's expense. Copies of all such approvals, authorizations and permits will be delivered to and retained by Landlord. Each party will, on written request from the other, execute any documents necessary to be signed on its part in order to obtain any such permit. All alterations made hereunder will be performed in a first-class, good and workmanlike manner using new materials at least equivalent in quality to those used in the construction of the Building. 15.03 All alterations (other than Tenant's trade fixtures) will upon termination of this Lease immediately be and become the sole and absolute property of Landlord and will remain upon and be surrendered with the Demised Premises unless Landlord has elected as provided in Section 15.01 that such alterations be removed, in which event they will be removed by Tenant and the Demised Premises restored to its original condition at Tenant's expense upon or prior to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use surrender of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofpossession.

Alterations. Tenant shall will not make additionsany demolition, alterationsalteration, changes installation, improvement, expansion, reduction or improvements in decoration (each, an "Alteration") of or to the any Leased Premises Property or any part thereof thereof, except in accordance with the following terms and conditions: (excluding trade fixtures and typical office partitionsa) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements The Alteration shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become undertaken in accordance with the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination applicable provisions of this Lease, Landlord's Loan Documents, the Operating Agreements, the Leases and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant all Legal Requirements. (b) No Event of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify Default shall have occurred and defend Landlord against, be continuing and no Default shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches occur as a result of such work immediately action. (c) The Alteration shall not materially adversely affect the (i) Primary Intended Use or (ii) fair market value of the Leased Property in question. (d) A Material Alteration shall be conducted under the supervision of a Qualified Architect or Engineer and shall not be undertaken until ten (10) Business Days after there shall have been delivered to Landlord, for information purposes only and not for approval by Landlord, detailed plans and specifications and cost estimates therefor, prepared and approved in writing by such lien attaches Qualified Architect or payment for the labor or material is dueEngineer. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit Such plans and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right specifications may be revised at any time and from time to time, provided that material revisions of such plans and specifications shall be delivered to Landlord for information purposes only. (e) Other than in connection with any Restoration, the Alteration may not, in and of itself, either during the term hereofAlteration or upon completion, materially adversely affect the Receipts derived from the Leased Property in question, taking into account the Percentage Rent requirements hereunder; provided that if, as reasonably determined by Landlord, such Alteration would materially adversely affect the Net Operating Income at such Leased Property (taking into account any amount then in any reserve account funded pursuant to make any additionsCash Management Procedures and permitted to be used in connection with such Material Alteration), alterationsthen in order to proceed with the Alteration, changes or improvements (including without limitation, building additional stories) on, in, or Tenant shall deliver to a Depositary Eligible Collateral in the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use total amount of the Leased Premises. Any of Tenant’s alterationsestimated reduction in Net Operating Income resulting from the Alteration, additions, changes or improvements which Eligible Collateral shall be made at such times and in such manner as not returned to unreasonably interfere with the occupation, use and enjoyment Tenant after substantial completion of the remainder Alteration if the reduction in Net Operating Income has been restored and no Event of the Project by the other tenants thereofDefault has occurred and is continuing.

Alterations. Tenant shall not make additions, alterations, changes or improvements in or Subject to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination applicable provisions of this Lease, Tenant shall have the right to construct additional improvements and to repair make subsequent alterations, additions or other changes to any improvements or fixtures existing from time to time, and the Premises shall constitute all such improvements as they exist from time to time. In connection with any action which Tenant may take with respect to Tenant's rights pursuant hereto, Landlord shall not be responsible for and Tenant shall pay all costs, expenses and liabilities arising out of or in any way connected with such improvements, alterations, additions or other changes made by Tenant, including without limitation materialmens’ and mechanic’s liens. If any lien or encumbrance (other than those permitted hereunder or liens otherwise authorized by Landlord in writing) is filed against the Premises, within thirty (30) days of the date that Landlord or Tenant receives notice or otherwise becomes aware of the same, whichever occurs first, Tenant shall have such lien released or bonded. Tenant covenants and agrees that Landlord shall not be called upon or be obligated to make any improvements, alterations or repairs whatsoever in or about the Premises, and Landlord shall not be liable or accountable for any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approvalor any property located thereon. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves have the right at any time to demolish or substantially demolish improvements located upon the Premises. No such alteration or demolition shall have any impact on Tenant’s obligation to pay the Base Rent or and other sums required to be paid to Landlord under this Lease. In making improvements and alterations, Tenant shall not be deemed Landlord's agent and shall hold Landlord harmless from time to time, during any expense or damage Landlord may incur or suffer. During the term hereofof this Lease, title to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or all improvements shall at all times be made at such times and vested in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofLandlord.

Alterations. (a) Tenant shall not make additionsperform any Alterations within the Building only in accordance with, alterationsand subject to, changes this Article and the other applicable provisions of this Lease. (b) No Alterations of any nature, including Structural Alteration or improvements in any Alterations outside the Premises or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) exterior of the Premises, shall be made by Tenant without the Landlord’s prior written consent of in each instance, except as otherwise expressly permitted in this Article. (c) With Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld with respect withheld, conditioned or delayed, Tenant may, from time to alterations, changes or improvements which do not affect time during the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord mayLease Term, at its optionsole expense, make Structural Alterations, Nonstructural Alterations and any non-Permitted Structural Alterations. (d) Landlord’s consent shall not be required for any Decorative Alterations and Permitted Nonstructural Alterations, provided that (i) same are performed in accordance with, and subject to, this Article and all other applicable provisions of this Lease, and (ii) prior to commencing any such Decorative Alteration or Permitted Nonstructural Alteration, Tenant gives to Landlord a notice of Tenant’s intention to perform such Decorative Alteration(s) or Permitted Nonstructural Alteration(s), which notice, to be effective, shall be accompanied by a reasonably detailed description of the Decorative Alteration(s) or Permitted Nonstructural Alteration(s) that Tenant intends to perform, the estimated commencement date and completion date of such Decorative Alterations(s) or Permitted Nonstructural Alteration(s), and the estimated cost thereof. (e) Any Alterations made by Tenant shall be made (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) to the extent Landlord’s consent is required under this Article IX, by a contractor, on days, at times and under the supervision of an architect (if applicable) approved in writing by Landlord (in each case, not reasonably withheld, conditioned or delayed); (d) to the extent Landlord’s consent is required under this Article IX, in accordance with plans and specifications (if applicable) prepared by an engineer or architect reasonably acceptable to Landlord (if an engineer, architect and/or plans and specifications are applicable to such Alterations), which plans and specifications shall be approved in writing by Landlord at Landlord’s standard reasonable charge, (e) in accordance with all Requirements, (f) after obtaining builder’s risk insurance set forth in Section 13.2(b), and (g) in the case of any Alteration exceeding the Alteration Threshold, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alteration in accordance with the provisions of this Lease. Alterations that require TenantLandlord’s consent shall be made by Tenant in accordance with plans and specifications prepared by an engineer or architect reasonably acceptable to Landlord (as applicable), which plans and specifications shall be approved in writing by Landlord in accordance with the standard for approval for such Alterations provided above in this Section 9.1. Notwithstanding the foregoing, for any Alterations involving tie-ins to the Building fire and life safety equipment or systems, Tenant may only use contractors and subcontractors approved by Landlord in Landlord’s sole discretion or designated by Landlord. (f) If any lien (or a petition to establish such lien) is filed in connection with any Alteration performed by or on behalf of Tenant or in connection with any work to be paid for by Tenant under Section 2.7, such lien (or petition) shall be discharged by Tenant within twenty (20) days after Tenant receives actual knowledge thereof, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond reasonably acceptable to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and Landlord. If Landlord gives its consent to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge making of any lien which attaches as a result of Alteration, such work immediately after such lien attaches consent shall not be deemed to be an agreement or payment for the labor or material is due. Notice is hereby given consent by Landlord to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s subject its interest in the ProjectPremises or the Building to any liens which may be filed in connection therewith. (g) Promptly after the completion of an Alteration (other than a Decorative Alteration), BuildingTenant at its expense shall deliver to Landlord three (3) sets of accurate as-built drawings showing such Alteration in place. (h) If any Alterations that require Landlord’s prior consent are performed by Tenant without the prior written consent of Landlord, Leased Premises, or Park as a result thereof. Landlord hereby reserves shall have the right at any time Tenant’s expense to cause Tenant to either correct such Alterations to comply with plans and from time specifications that Landlord would approve, or to timeremove the same. (i) Notwithstanding anything to the contrary contained herein, during Landlord shall have the term hereof, option (to be exercised by notice delivered to Tenant within ten (10) days after Tenant submits the Plans therefore) to make any additionsStructural Alterations requested by Tenant, alterationsat Tenant’s cost. Any Structural Alterations made by Landlord shall be undertaken and completed by Landlord (a) in a good, changes workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor, on days, at times and under the supervision of an architect (if applicable) approved in writing by Tenant (in each case, not reasonably withheld, conditioned or improvements delayed); (including without limitation, building additional storiesd) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere substantially in accordance with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements Plans (subject to such modifications that Landlord shall reasonably require and Tenant shall reasonably approve in writing) which plans and specifications shall be made approved in writing by Tenant, (e) at such times market rates (subject to close bids from no less than three contractors per trade, to be selected by Tenant) and (e) in such manner as not to unreasonably interfere accordance with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofall Requirements.

Alterations. Except for the initial Tenant Improvements and Non-Material Alterations (as defined below), Tenant shall not make alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor and the general contractor that will be engaged by Tenant to perform such alterations. Landlord shall notify Tenant of its approval or disapproval of Tenant’s alterations within ten (10) business days after notice from Tenant specifying the proposed alteration and delivery of plans and specifications detailing same. Landlord shall not unreasonably withhold, delay, or condition approval for any alterations, additions, alterations, changes or improvements in or to the Leased Premises or any Building. As a condition of such approval (and at the time of such approval), Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord’s option become a part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense realty and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner earlier termination of this Lease, and shall not be removed by Tenant. For purposes of clarification, Tenant will not be required to repair any damages to remove (i) the Leased Premises caused by such removal provided initial Tenant Improvements, (ii) alterations for which Landlord has informed did not notify Tenant of such the removal requirement at the time of Landlord’s approval, and (iii) any Alterations for which Landlord gives a removal notice less than thirty (30) days before the termination of this Lease. Tenant hereby agrees shall ensure that all alterations shall be made in accordance with all Applicable Laws in a good and workmanlike manner and of quality equal to indemnify and defend or better than the original construction of the Building; provided Landlord’s approval of such plans shall not be deemed a representation by Landlord against, and that same comply with Applicable Laws. No person shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from be entitled to any work performed, lien derived through or under Tenant for any labor or material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with furnished to the Leased Premises, and agrees nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or materials claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record or bonded against within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Notwithstanding the foregoing, Tenant shall be required to give prior written notice to Landlord, but Tenant shall not be required to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest consent, for alterations to the Leased Premises totaling less than $250,000.00 individually or $750,000.00 in the Projectaggregate over any twenty-four (24) month period, Buildingprovided such alterations (i) are non- structural in nature, Leased Premises(ii) do not materially affect any of the Building systems (including, without limitation, the heating and air conditioning and plumbing systems), and (iii) do not affect the exterior or aesthetics of the Building (the foregoing being “Non-Material Alterations”). Tenant shall not be required to obtain Landlord’s prior approval, to use a specific contractor, or Park as a result thereof. to furnish performance bonds or completion guaranties for Non-Material Alterations; provided, Landlord hereby reserves the right at to require that Tenant remove any time Non-Material Alterations upon the expiration or earlier termination of this Lease and from time to time, during the term hereof, to make restore any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or resulting damage to the Building and ProjectBuilding, and upon written notice to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use Tenant at least one hundred eighty (180) days prior to the end of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofLease Term.

Alterations. Tenant shall not make additionsor suffer to be made any alteration, alterations, changes addition or improvements in improvement to or to of the Leased Premises or any part thereof (excluding trade fixtures and typical office partitionscollectively referred to herein as “alterations”) without (i) the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld and Landlord further agrees that Landlord shall not raise the basic rent as of condition of such consent), (ii) a valid building permit issued by the appropriate governmental authority and (iii) otherwise complying with respect all applicable laws, regulations and requirements of governmental agencies having jurisdiction and with the rules, regulations and requirements of any board of fire underwriters or similar body. Any alteration made by Tenant (excluding moveable furniture and trade fixtures not attached to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance Premises) shall at once become a part of the Leased Premises and belong to Landlord. Without limiting the foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and subpanels), air conditioning, partitioning, drapery and carpet installations made by Tenant, regardless of how attached to the Premises, together with all other alterations that have become an integral part of the Project in which the Premises are a part, shall be and become part of the Premises and belong to Landlord upon installation and shall not be deemed trade fixtures, and shall remain upon and be surrendered with the Premises at the termination of the lease. In the event that If Landlord consents to such additionsthe making of any alteration by Tenant, alterations, changes or improvements, then all additions, alterations, changes or improvements the same shall be constructed made by Tenant at its sole risk, cost and expense and only after Landlord’s written approval of any contractor or person selected by Tenant for that purpose (provided that Landlord waives the right to approve such contractor or person if the same is a duly licensed contractor and a valid building permit is issued by the appropriate governmental authority), and the same shall be made at such time and in such manner as Landlord may from time to time designate. Tenant shall, if required by Landlord, secure at Tenant’s sole expense cost a completion and shall, upon completion thereof, become lien indemnity bond for such work. Upon the property expiration or sooner termination of Landlord; provided, howeverthe term, Landlord may, at its is sole option, require Tenant, at Tenant’s sole cost and expense, to promptly both remove any such additions, alterations, changes alteration made by Tenant and designated by Landlord to be removed and repair any damage to the Premises caused by such removal. Any moveable furniture and equipment or improvements trade fixtures remaining on the Premises at the expiration or sooner other termination of this Leasethe term shall become the property of the Landlord unless promptly removed by Tenant. If during the term, and subject to repair paragraph 7 above, any damages to alteration, addition or change of the Leased Premises caused or the Project is required by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord againstlaw, and shall keep the Leased Premisesregulation, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, ordinance or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge order of any lien which attaches as a result of such work immediately after such lien attaches public or payment for quasi-public authority, Tenant, at its sole cost and expense, shall promptly make the labor or material is duesame. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, If during the term hereof, to make any additions, alterations, additions or changes or improvements (including without limitation, building additional stories) on, in, to the Common Area or to the Building and ProjectProject in which the Premises is located is required by law, regulation, ordinance or order of any public or quasi-public authority, and it is impractical in the Landlord’s judgment for the affected tenants to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s individually make such alterations, additionsadditions or changes, Landlord shall make such alterations, additions or changes or improvements and the cost thereof shall be made at a common area charge and Tenant shall pay its percentage share of such times and cost to Landlord as provided in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofparagraph 16.

Alterations. Tenant shall not make additions, no alterations, changes additions or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which and Landlord may impose, as a condition of such consent such requirements as Landlord in its sole discretion may deem reasonable or desirable, including without limiting the generality of the foregoing, requirements as to the manner in which, the time or times at which, and the contractor by whom such work shall not be unreasonably withheld done and requirements that Tenant provide Landlord with labor, material, payment and performance bonds (collectively the "bonds") naming Landlord (and such other persons as Landlord may reasonably request) as insureds under such bonds. Landlord shall have the same rights of review and approval with respect to permitted alterations, changes or additions, and improvements which do not affect to the structurePremises as described for tenant improvements in Article 7. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, tenant improvementsrules, or outward appearance orders, ordinances, directions, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with rules, orders, directions, regulations and requirements of the Leased PremisesPacific Fire Rating Bureau or any other organization performing a similar function. In Before commencing any work, Tenant shall give Landlord at least five (5) days' notice of the event that proposed commencement date of such work and shall, if required by Landlord, secure at Tenant's own cost and expense, the bonds, in a form reasonably satisfactory to Landlord, for said work naming Landlord consents to (and such additions, other persons as Landlord may reasonably request) as insureds under the bonds. All such alterations, changes or improvements, then all additions, alterations, changes additions or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; providedLandlord and shall be surrendered with the Premises, howeveras a part thereof, at the end of the term hereof, except that Landlord may, by notice to Tenant given at its optionleast thirty (30) days prior to the end of the term, require Tenant, at Tenant’s sole cost and expense, Tenant to remove any such additionsall partitions, alterationscounters, changes or improvements at railings and the expiration or sooner termination of this Lease, like installed by Tenant and to repair any damages damage to the Leased Premises caused by form such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approvalremoval. Tenant hereby agrees shall make no alteration, addition or improvement to indemnify and defend Landlord againstthe Premises that can be seen from the exterior of the Building or from any common area of the Building, including without limitation window treatments, curtains, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofbinds.

Alterations. The following provisions govern Alterations constructed by Tenant: (i) Tenant shall not make additionsconstruct any Alterations or otherwise alter the Premises without Landlord's prior approval if (a) such action results in the demolition, alterationsremoval or material alteration of existing improvements or future Renovation Improvements (including partitions, changes wall and floor coverings, ceilings, lighting fixtures or improvements in other utility installations), and (b) the cost of such construction or alteration exceeds One Hundred Thousand Dollars ($100,000) per work of improvement (as such amount is adjusted pursuant to Paragraph 41) or if the cost of Alterations done, under construction, or for which approval is sought during any calendar quarter exceeds One Hundred Thousand Dollars ($100,000) (as such amount is adjusted pursuant to Paragraph 41). With respect to any Alterations which must be approved by Landlord pursuant to the Leased Premises or any part thereof (excluding trade fixtures immediately preceding sentence, Tenant shall not commence construction of such Alterations until Landlord shall have the first approved the plans and typical office partitions) without the prior written consent of Landlordspecifications therefor, which consent approval shall be deemed given if not denied in writing within ten (10) working days after Landlord shall have received Tenant's request for such approval. In no event shall Tenant make any Alterations to the Premises which could affect the structural integrity or the exterior design of the Building. Notwithstanding anything contained herein, Tenant shall have the right to reconfigure demountable walls and partitions without Landlord's prior consent. (ii) All Alterations requiring Landlord's approval shall be installed by Tenant in substantial compliance with the approved plans and specifications therefor. All construction undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using materials of good quality. Tenant shall not commence construction of any Alterations until (a) all required governmental approvals and permits shall have been obtained, and (b) all requirements regarding insurance imposed by this Lease have been satisfied. (iii) Landlord shall cause to be unreasonably withheld with respect made available to alterationsTenant all information maintained by Landlord or Landlord's architect which relates to the plans for the Building, changes including any "as-built" plans for the Building (and mechanical platforms on the Building roof) and/or Outside Areas, so that Tenant can incorporate such information into Tenant's files relating to plans for the Tenant Improvements and for Alterations. At all times during the Lease Term, (a) Tenant shall maintain and keep updated "as-built" plans for all Alterations constructed by Tenant which may or improvements which do may not affect have required a building permit or other governmental approval, and (b) Tenant shall provide to Landlord copies of all such "as-built" plans and any and all other drawings relating to Tenant's Alterations in the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements . (iv) All Alterations shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become remain the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, Tenant during the Lease Term. Tenant shall have the right to remove any Alterations so long as it repairs all damage caused by the installation thereof and returns the Premises to the condition existing prior to the installation of such additions, alterations, changes or improvements at Alterations. At the expiration or sooner termination of this Leasethe Lease Term, all Alterations that Tenant does not elect to remove shall be surrendered to Landlord as a part of the realty and shall then become Landlord's property, and Landlord shall have no obligation to repair reimburse Tenant for all or any damages portion of the value or cost thereof. Notwithstanding anything contained herein (but subject to the Leased restrictions set forth in Paragraphs 13.B(iv)(a) and (b)), if Landlord so requires, at the expiration or earlier termination of the Lease Term, Tenant shall remove any Alterations designated for removal by Landlord, including those Alterations for which Landlord's consent was not initially required, and shall restore the Premises to the condition existing prior to the installation of such Alterations only to the extent necessary to return the Premises to a condition that has substantially the same value to subsequent tenants as existed on the Commencement Date, ordinary wear and tear excepted. The following provisions shall qualify the general rule set forth in the immediately preceding sentence: (a) Tenant shall remove and restore all damage caused by the removal of any specialized Alterations specifically related to the operation of Tenant's business in the Premises. To the extent Alterations made by Tenant results in a reduction in the capacity of HVAC, mechanical, electrical or plumbing systems, Tenant shall restore HVAC, mechanical, electrical and plumbing systems so that the capacity thereof is substantially the same as existed as of the Commencement Date, ordinary wear and tear excepted. If restroom "cores" and fixtures have been changed, such "cores" shall be moved to their original location and such "cores" and fixtures shall be restored to substantially the same condition as existed as of the Commencement Date, ordinary wear and tear excepted. If Tenant has made any Alterations to the structural parts of the Building (i.e., foundations, load-bearing walls, and structural roof system, but excluding roof membrane) or the floor slab, such structural parts of the Building shall be returned to the condition existing prior to the making of such Alterations by Tenant (including the filling of any pits, well▇ ▇▇ trenches). If Tenant has made any Alterations to the roof membrane, the roof membrane shall be returned to the condition existing prior to the making of such Alterations by Tenant, except that Tenant shall not be obligated to restore any penetration of the roof membrane that has been made with the written approval of Landlord. The percentage of dropped ceiling for each area of the Building (office, research and development, etc.) shall be substantially the same as existed as of the Commencement Date. Any Alterations made by Tenant to the fire sprinkler system shall be restored to substantially the same condition as existed as of the Commencement Date, ordinary wear and tear excepted. (b) Tenant shall only be required to remove Alterations for which either of the following is true, and only if such removal provided is otherwise required by all of the preceding provisions of this Paragraph 13.B(iv): (i) such Alterations were approved in writing by Landlord has informed Tenant of such requirement and, at the time of such approval was given by Landlord’s approval. , Landlord informed Tenant hereby agrees to indemnify and defend in writing that Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other would require that such liens arising from any work performed, material furnished, or obligations incurred by Tenant or Alterations be removed at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use termination of the Leased Premises. Any of Tenant’s alterations, additions, changes Lease Term; or improvements shall be made at (ii) such times and in such manner as not to unreasonably interfere Alterations were installed with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofLandlord's consent.

Alterations. Tenant shall not make additions, alterations, changes or improvements in or If Lessee desires to construct and install Alterations (“Alterations”) to the Leased Premises during the Lease term, Lessee shall submit a space plan therefor (“Alterations Space Plan”) that includes a scope of work prepared by Lessee’s architect for Lessor’s approval in accordance with the terms of this Paragraph 10.A(1) and in accordance with the Approval Standards (defined below). Lessor shall approve or any part thereof disapprove of the Alterations Space Plan by delivering written notice to Lessee within fifteen (excluding trade fixtures 15) business days of its receipt of the Alterations Space Plan, and typical office partitionsif Lessor shall fail to approve or disapprove of the Alterations Space Plan within such fifteen (15) without business day period, Lessor shall be deemed to have approved of the prior written consent Alterations Space Plan. If Lessor approves of Landlordthe Alterations Space Plan (or is deemed to have approved of the Alterations Space Plan), Lessee shall prepare final construction drawings (the “Alterations Construction Drawings”) for the Alterations (if deemed necessary by Lessee and Lessor). Lessor shall have the right to object to the Alterations Construction Drawings based upon the following two (2) criteria only: (i) the scope of the Alterations has materially changed from the scope of the Alterations depicted in the Alterations Space Plan or (ii) the Alterations fail to satisfy the Approval Standards. The Alterations Construction Drawings shall be delivered to Lessor for its approval based upon the above-mentioned criteria only, which consent shall not be unreasonably withheld with respect withheld, conditioned or delayed. Lessor shall deliver its approval or disapproval to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance Lessee in writing within ten (10) business days following its receipt of the Leased PremisesAlterations Construction Drawings, and if Lessor shall fail to approve or disapprove of the Alterations Construction Drawings within such ten (10) business day period, Lessor shall be deemed to have approved of the Alterations Construction Drawings. In the event that Landlord consents Lessor shall disapprove of the Alterations Construction Drawings, Lessor shall provide Lessee with Lessor's written objections thereto in reasonable detail and Lessee shall promptly revise the Alterations Construction Drawings to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements address Lessor's objections. The foregoing procedure shall be constructed at Tenant’s sole expense and shallrepeated until Lessor approves of (or is deemed to have approved of) the Alterations Construction Drawings. Upon completion of the Alterations, upon completion thereof, become Lessee shall deliver to Lessor one set of the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment as-built drawings for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit Alterations in both hard copy and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofelectronic format.

Alterations. Subsequent to the completion of any Landlord’s Work pursuant to Section 2, if any, Tenant shall not attach any fixtures, equipment or other items to the Premises, or paint or make any other additions, changes, alterations, changes repairs or improvements in or (collectively hereinafter “Alterations”) to the Leased Premises Premises, Building , Property, or any part thereof (excluding trade fixtures and typical office partitions) Center without the Landlord’s prior written consent of Landlordconsent, which consent shall with respect to Alterations to the Premises will not be unreasonably withheld with respect so long as Tenant is not then in default of this Lease (beyond any applicable cure period). For any proposed work in excess of $5,000 or that involves any Alterations to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance structure of the Leased PremisesBuilding or the Systems and Equipment, Landlord may condition its consent on Tenant’s delivery to Landlord of a letter of credit or completion bond in the amount of 50% of the estimated cost of the Alterations, conditioned upon Tenant’s timely completion of the work and payment of all persons having lien rights on account of the work. In the event that If Landlord consents to such additionsany Alterations, alterationsLandlord may post notices of nonresponsibility in accordance with law. Any Alterations so made shall remain on and be surrendered with the Premises upon expiration or earlier termination of this Lease, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, except that Landlord may, at its option, within thirty (30) days before expiration of this Lease or within thirty (30) days after earlier termination of this Lease elect to require Tenant, Tenant to remove any or all Alterations at Tenant’s sole cost and expense; provided, however, at the time Tenant submits plans for requested Alterations to Landlord for Landlord’s approval, Tenant may request Landlord to identify which Alterations Landlord may require Tenant to remove any such additions, alterations, changes or improvements at the termination of or expiration or sooner termination of this Lease, and Landlord shall make such identification simultaneous with its approval (if any) of the Alterations. If Landlord elects to repair any damages require removal of Alterations, then at its own and sole cost Tenant shall restore the Premises to the Leased Premises caused by such removal provided Landlord has informed Tenant condition prior to the installation of such requirement at the time alteration (reasonable wear and tear, condemnation and casualty damage excepted), before the last day of the term or within thirty (30) days after notice of its election is given, whichever is later. If after receiving Landlord’s approval. consent to any alteration, Tenant hereby agrees to indemnify and defend Landlord againstchanges or modifies its planned alteration, and Tenant shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given Landlord’s consent to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit such changes and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereofmodifications. Landlord hereby reserves the right at any time and from time consents to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any all of Tenant’s alterations, additions, changes or improvements shall be made at such times and Alterations to the Premises in such manner as not to unreasonably interfere with existence on the occupation, use and enjoyment date of the remainder of the Project by the other tenants thereofthis Lease.

Alterations. Tenant shall not make additions, alterations, changes or improvements permit alterations in or to the Leased Premises or any part thereof (excluding trade fixtures unless and typical office partitions) without until the prior written consent plans have been approved by Landlord in writing with the exception of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes alterations or improvements not exceeding Ten Thousand Dollars ($10,000.00) which are not visible from outside the Leased Premises and which do not affect the structure, tenant improvements, mechanical systems or outward appearance electrical systems of the Leased PremisesBuilding. In the event that situations where Landlord’s prior approval is not so required, Tenant shall promptly notify Landlord consents with respect to such additionsalterations and furnish Landlord with architectural drawings regarding same. As a condition of such approval (or with respect to any alterations made hereunder without Landlord’s approval), alterations, changes or improvements, then all additions, alterations, changes or improvements Landlord may require Tenant to remove the alterations (Landlord and Tenant shall expressly agree on which party shall be constructed responsible for removal of the alteration in writing, at the time such approval is given to Tenant by Landlord or, with respect to alterations not requiring Landlord’s approval, within a reasonable time following Landlord’s receipt of Tenant’s sole expense notice) and shallrestore the Leased Premises upon termination of this Lease; otherwise, upon completion thereof, all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Leased Premises, original construction of the Building, Project and Park free from all mechanics’ liens and other such liens arising from . No person shall be entitled to any work performed, lien derived through or under Tenant for any labor or material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with furnished to the Leased Premises, and agrees nothing in this Lease shall be construed to obtain constitute a consent by Landlord to the discharge creation of any lien. If any lien which attaches as a result of such is filed against the Leased Premises for work immediately after such lien attaches or payment claimed to have been done for the labor or material is due. Notice is hereby given claimed to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials have been furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any subtenant of Tenant’s alterations, additionsTenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, changes losses, expenses and attorneys’ fees in connection with any construction or improvements shall be made at such times alteration and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofany related lien.

Alterations. Except for non-structural Alterations that (i) do not exceed $25,000 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require penetrations into the floor, roof, ceiling or walls, other than minor penetrations for wall hangings, fastenings to the floor or similar items not affecting the Building Systems, and (v) do not require work on the roof or within the walls, below the floor or above the ceiling, Tenant shall not make additions, alterations, changes or improvements permit any Alterations in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of first obtaining Landlord’s consent, which consent shall not be unreasonably withheld with withheld. With respect to alterations, changes or improvements which any Alterations that do not affect require Landlord’s consent, Tenant shall nonetheless provide written notice thereof to Landlord, describing in reasonable detail the structure, tenant improvements, or outward appearance nature of the Leased PremisesAlteration. In With respect to any Alterations made by or on behalf of Tenant (where the event Alteration requires Landlord’s consent): (i) not less than ten (10) days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage (based on reasonable industry standards) naming Landlord consents to such additionsand any other associated or affiliated entity as their interests may appear as additional insureds, alterations(ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, changes or improvements, then all additions, alterations, changes or improvements (iii) the Alteration shall be constructed at with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv) Tenant shall pay Landlord all reasonable costs and expenses in an amount not to exceed $2,500 in connection with Landlord’s third party costs in connection with the review of Tenant’s sole expense plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary, and (v) upon Landlord’s request Tenant shall, upon completion thereofprior to commencing any Alteration, the cost of which exceeds $100,000.00, provide Landlord reasonable security against liens arising out of such construction. Any Alteration by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and become the property of Landlord; providedLandlord unless Landlord gives notice to Tenant to remove it, howeverin which event Tenant will remove it, will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, will notify Tenant whether Tenant is required to remove any such additions, alterations, changes or improvements the Alterations at the expiration or sooner termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural portion of the Property, any Building System or any other equipment or facilities serving the Building or any occupant. Notwithstanding anything to the contrary in this Lease, at the expiration or termination of this Lease, Tenant shall not be required to remove the Tenant Improvements, excluding wiring and cabling which Tenant shall be required to repair any damages remove at its sole cost and expense. Subject to this Section 12, Tenant shall have the right to install a security system in the Premises, provided that Tenant provides Landlord with the code or other access to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofsecurity system.

Alterations. Tenant shall not make additions(or permit to be made) any change, alterations, changes addition or improvements in or improvement to the Leased Premises (including, without limitation, the attachment of any fixture or equipment) (collectively, the “Alterations” and individually, an “Alteration”) unless such Alteration: (a) equals or exceeds the Building Standard and utilizes only new and first-grade materials; (b) is in conformity with all Legal Requirements, and is made after obtaining any part thereof required permits and licenses; (excluding trade fixtures and typical office partitionsc) without is made with the prior written consent of Landlord, which consent shall Landlord not to be unreasonably withheld withheld, conditioned or delayed; (d) is made pursuant to plans and specifications approved in writing in advance by Landlord; (e) with respect to alterationsany Alterations the cost of which is expected to exceed One Hundred Thousand Dollars ($100,000.00), changes is made after Tenant has provided to Landlord such reasonable indemnification and/or bonds requested by Landlord, including, without limitation, a performance and completion bond in such form and amount as may be satisfactory to Landlord to protect against claims and liens for labor performed and materials furnished, and to insure the completion of any Alteration; (f) is carried out by persons reasonably approved in writing by Landlord who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may reasonably require, with Landlord named as an additional insured; and (g) is done only at such time and in such manner as Landlord may reasonably specify. Landlord shall notify Tenant of its consent or improvements which disapproval of any such proposed Alterations within ten (10) business days after Landlord’s receipt of Tenant’s request therefor, together with all final plans and specifications for such work. Notwithstanding the foregoing to the contrary, Tenant may make non-structural Alterations to the interior of the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that (i) Tenant delivers to Landlord written notice of such Acceptable Changes (the “Acceptable Change Notice”) at least fifteen (15) days prior to the commencement thereof, (ii) the cost of each such Acceptable Change does not exceed $25,000.00 per job, and the aggregate cost of all Acceptable Changes does not exceed $50,000.00 in any consecutive twelve (12) month period, (iii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 11, (iv) such Acceptable Changes do not require the issuance of a building permit or other governmental approval, (v) such Acceptable Changes do not affect the structure, tenant improvements, or outward appearance structural components of the Leased Building or any mechanical, plumbing, electrical, HVAC and/or life-safety systems of the Building, (vi) such Acceptable Changes are not visible from or affect any area located outside the Premises. In the event that Landlord consents to , and (vii) such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements Acceptable Changes shall be constructed at Tenant’s sole expense performed by qualified contractors and shallsubcontractors which normally and regularly perform similar work in the Complex or other first-class office and retail complexes in the Cottonwood sub-market of Salt Lake City, upon completion thereofUtah (collectively, the “Comparable Buildings”). Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of any such Alterations, and shall pay to Landlord all actual, out-of-pocket costs incurred by Landlord in connection with such Alterations. Except as otherwise provided hereinbelow, all such Alterations (including all articles attached to the floor, wall or ceiling of the Premises) shall become the property of Landlord. Landlord may, at Landlord’s election, cause such Alterations to be (A) surrendered with the Premises as part thereof at the termination or expiration of the Term of this Lease, without any payment, reimbursement or compensation therefor, or (B) removed by Tenant, at Tenant’s expense, on or prior to the termination or expiration of the Term of this Lease, with all damage caused by such removal repaired by Tenant; provided, however, with respect to Alterations made or caused to be made by Tenant with Landlord’s consent, Tenant shall have no obligation to remove such Alterations unless at the time Landlord mayapproved the final working drawings for any such Alterations (or, at its optionwith respect to any Acceptable Change, require no later than thirty (30) days after Landlord’s receipt of the Acceptable Change Notice applicable thereto), Landlord, by written notice to Tenant, at Tenant’s sole cost and expense, identified those Alterations which Landlord would require Tenant to remove any such additions, alterations, changes or improvements at the expiration or sooner earlier termination of the Term of this Lease, in which event Tenant shall remove such identified Alterations on or before the expiration of the Term of the Lease and to repair any damages to the Leased Premises caused by damage resulting from such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approvalremoval. Tenant hereby agrees to indemnify shall reimburse, indemnify, defend and defend hold harmless Landlord againstfrom and against all costs, liens, claims, damages, losses, liabilities and shall keep the Leased Premisesexpenses, Buildingincluding reasonable attorneys’ fees, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnishedwhich may arise out of, or obligations incurred by Tenant or at be connected in any way with, any such Alterations. Within thirty (30) days following the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge imposition of any lien which attaches as a result of resulting from any such work immediately after Alterations, Tenant shall cause such lien attaches to be released of record by payment of money or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as posting of a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofproper bond.

Alterations. (A) Tenant, upon at least ten (10) days written notice to Landlord, but without obtaining Landlord’s consent, may make Alterations which are purely decorative in nature such as painting, carpeting, wall covering, and the like (such Alterations, hereinafter “Decorative Alterations”). Tenant shall not make additions, alterations, changes or improvements in or permit to the Leased Premises or be made any part thereof (excluding trade fixtures and typical office partitions) other Alterations without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided that (1) the outside appearance of the Building shall not be affected; (2) the strength of the Building shall not be affected; (3) the structural parts of the Building shall not be affected; (4) except as otherwise expressly provided in this Lease, no part of the Building outside of the Premises shall be affected; and (5) the proper functioning of the Building Systems shall not be affected and the use of such systems by Tenant shall not be increased beyond Tenant’s allocable portion of reserve capacity thereof, if any. Reference is made to Schedule B hereto, which contains the Tenant Alteration Guidelines applicable to the Building, which is incorporated by reference in this Lease. To the extent of a conflict between the express provisions of this Lease and the provisions of the Tenant Alteration Guidelines, the provisions of this Lease shall control. Landlord reserves the right to make reasonable changes and additions to the Tenant Alteration Guidelines, provided however, that such changes or additions shall not conflict with the express provisions of this Lease. (B) (1) Prior to making any Alterations, Tenant shall, at Tenant’s expense, (i) other than with respect to alterationsDecorative Alterations, changes submit to Landlord three (3) sets of final, stamped and detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings) that comply with all Laws for each proposed Alteration, and Tenant shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications, which approval shall not be unreasonably withheld, conditioned or improvements which do not affect the structuredelayed, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed (ii) at Tenant’s sole expense expense, obtain all permits, approvals and shallcertificates required by any Government Authorities, upon and (iii) furnish to Landlord certificates evidencing worker’s compensation insurance (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, and as otherwise specified in Schedule I annexed to this Lease, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Within thirty (30) days after completion thereofof such Alteration or as soon thereafter as is reasonably practicable, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination shall obtain certificates of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant final approval of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, Alterations required by any Government Authority and shall keep furnish Landlord with copies thereof, together with the Leased Premises“as-built” plans and specifications (or final plans with field notations) for such Alterations, Buildingin AutoCad, Project and Park free from all mechanics’ liens and other such liens arising from any work performedRelease 14 format, material furnishedeither on a 31/2” disk or CD Rom, or obligations incurred such other format as shall from time to time be reasonably designated by Tenant or at the direction of Tenant Landlord. All Alterations shall be made and performed substantially in connection accordance with the Leased Premisesplans and specifications therefor as approved by Landlord, all Laws and agrees the Rules and Regulations. All materials and equipment to obtain be incorporated in the discharge of any lien which attaches Premises as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit Alterations shall be new and no mechanics’ such materials or other liens affixed equipment shall attach be subject to any lien, encumbrance, chattel mortgage, title retention or affect security agreement. In addition, except for Decorative Alterations, any Alteration for which the cost of labor and materials (as estimated by Landlord’s interest architect, engineer or contractor) is in excess of Seventy Five Thousand ($75,000.00) Dollars and for which plans are required to be filed with the ProjectNew York City Department of Buildings, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not performed only under the supervision of a licensed architect reasonably satisfactory to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofLandlord.

Alterations. Tenant Borrower shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the obtain Lender’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld or delayed, to any alterations to the Improvements, the cost of which is reasonably anticipated to exceed $3,500,000 (the “Threshold Amount”) or that will have a material adverse effect on Borrower’s financial condition, the use, operation or value of the Property or the Net Operating Income with respect to alterationsthe Property, changes other than (a) tenant improvement work performed pursuant to the terms of any Existing Lease, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease executed after the date hereof and not adversely affecting any structural component of any Improvements, any utility or improvements which do HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements (it being understood that the foregoing provision shall not affect require Lender’s consent to tenants’ exterior signage pursuant to any Lease approved by Lender in accordance with the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense terms and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination provisions of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, Agreement) or obligations incurred by Tenant or at the direction of Tenant (c) alterations performed in connection with the Leased Premisesrestoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement (“Excluded Costs”). If Lender fails to respond to a request for consent under this Section 5.4.2 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information reasonably requested by Lender or reasonably necessary for Lender to evaluate such request and agrees shall have clearly stated, in 14 point type or greater, that if Lender fails to obtain respond to such request within ten (10) Business Days, Lender’s consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the discharge reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any lien which attaches as such approval upon receipt of a result certificate of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractorscompliance with applicable laws from an independent architect, subcontractorsengineer, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens Person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or paid from accounts established hereunder or Excluded Costs) shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (1) cash, (2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender and with respect to which the applicable Rating Agencies have delivered a Rating Comfort Letter (if required pursuant to a Pooling and Servicing Agreement from time to time, during and after the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, inoccurrence of a Securitization), or (4) a Letter of Credit. Such security shall be in an amount equal to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use excess of the Leased Premisestotal unpaid amounts with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or from accounts established hereunder or Excluded Costs) over the Threshold Amount. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment Upon completion of the remainder alterations to the satisfaction of the Project by the other tenants thereofLender in its reasonable discretion Lender shall promptly return to Borrower such additional security.

Alterations. Tenant Subtenant shall not make additionsno alteration, alterationsmodification, changes addition, or improvements in or improvement to the Leased Premises or any part thereof Subleased Premises, without (excluding trade fixtures and typical office partitionsi) without the prior written consent of LandlordSublandlord, which consent shall not be unreasonably withheld with respect to alterationswithheld, changes or improvements which do not affect the structure, tenant improvementsconditioned, or outward appearance delayed and (ii) to the extent required under the Primary Lease, the prior written consent of the Leased PremisesPrime Landlord. The parties acknowledge and agree that Sublandlord may not reasonably object to an Alteration because such Alterations may facilitate production and fulfillment activity at the Subleased Premises by Subtenant for a party who may be a competitor with the goods and services of Sublandlord. All reasonable third party review costs incurred by Sublandlord or imposed by Prime Landlord with regard to proposed Alterations shall be reimbursed by Subtenant. In connection with such consent, Sublandlord and/or Prime Landlord may require in writing that Subtenant remove such Alterations and restore the event that Landlord consents Subleased Premises to such additionssubstantially their condition on the Sublease Term Commencement Date, alterationson or before the end of the Sublease Term, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, if Subtenant fails to so remove any such additionsAlterations and so restore the Subleased Premises as required, alterationsSubtenant shall forthwith pay on demand all reasonable costs and expenses incurred by Sublandlord and/or Prime Landlord in such removal or restoration. Notwithstanding anything to the contrary set forth herein, changes Subtenant shall not be responsible for the removal of any Alterations which Sublandlord and Prime Landlord specifically agree, in the consent to the making of such Alterations or improvements at otherwise, may remain in the expiration Subleased Premises. If any Alterations are made without Sublandlord’s consent, then Prime Landlord or sooner termination of this LeaseSublandlord may remove the same, and to may correct, repair and restore the Subleased Premises and any damages to the Leased Premises caused by damage arising from such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord againstremoval, and Subtenant shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not be liable for any labor and all reasonable costs and expenses incurred by Prime Landlord or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest Sublandlord in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use performance of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofthis work.

Alterations. Tenant shall not make additions, alterations, changes or improvements permit alterations in or to the Leased Premises or any part thereof (excluding trade fixtures unless and typical office partitions) without until the prior written consent plans and the contractor have been approved by Landlord in writing. As a condition of Landlord’s approval, which consent Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease provided Landlord notifies Tenant of such removal requirement in writing at the time such alteration is approved; otherwise, all such alterations shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance at Landlord’s option become a part of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense realty and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to repair any damages to or better than the Leased Premises caused by such removal provided Landlord has informed Tenant original construction of such requirement at the time Building, and that its contractors comply with the terms and conditions of Landlord’s approval. Tenant hereby Building Contractor Guidelines (which Landlord agrees to indemnify and defend Landlord againstfurnish to Tenant upon request). Upon completion of the work, Tenant shall provide lien waivers from the subcontractors or a final affidavit of lien waiver from the general contractor, and such lien waiver shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from be in a form acceptable to Landlord. No person shall be entitled to any work performed, lien derived through or under Tenant for any labor or material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with furnished to the Leased Premises, and agrees nothing in this Lease shall be construed to obtain constitute a consent by Landlord to the discharge creation of any lien. If any lien which attaches as a result of such is filed against the Leased Premises for work immediately after claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien attaches to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for alteration and any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofrelated lien.

Alterations. Except as set forth on Exhibit “C” attached hereto, Tenant shall not without first obtaining Landlord’s written approval: (a) make or cause to be made any alterations, additions, alterations, changes or improvements in (collectively, “Alterations”); (b) install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, shades or awnings; or (c) make any other changes to the Leased Premises without first obtaining Landlord’s written approval. The foregoing notwithstanding, if the proposed Alteration is, in Landlord’s judgment, (a) likely to affect the structure of the Building or the electrical, plumbing, life safety or HVAC systems or otherwise adversely impacts the value of the Building, (b) does not comply with applicable laws, (c) affects the exterior of the Leased Premises, (d) violates any part thereof existing covenants, conditions or restrictions affecting the Property or violates Landlord’s loan documents, or (excluding trade fixtures e) would unreasonably interfere with the normal business operations of other tenants in the Building, if any, such consent may be withheld at the sole and typical office partitions) without the prior written consent absolute discretion of Landlord; except for the foregoing, which consent Landlord’s approval shall not be unreasonably withheld with respect withheld, conditioned or delayed. Tenant shall present to alterations, changes or improvements which do not affect Landlord plans and specifications for such work at the structure, tenant improvements, or outward appearance of the Leased Premisestime approval is sought. In the event that Landlord consents to such additionsthe making of any Alterations to the Leased Premises by Tenant, alterations, changes or improvements, then all additions, alterations, changes or improvements the same shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, made by Tenant at Tenant’s sole cost and expense. All such work shall be done only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld. All such work with respect to remove any Alterations shall be done in a good and workmanlike manner and diligently prosecuted to completion such additionsthat, alterationsexcept as absolutely necessary during the course of such work, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by shall at all times be a complete operating unit. Any such removal provided Landlord has informed Alterations shall be performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the work or any such alterations, additions, or changes, Tenant shall have the same performed in such a manner as not to obstruct access to any portion of such requirement at the time Building. Any Alterations to or of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Buildingincluding, Project but not limited to, wallcovering, paneling, and Park free from all mechanics’ liens built‑in cabinet work, but excepting movable furniture and other such liens arising from any work performedequipment, material furnished, or obligations incurred by Tenant or shall at once become a part of the direction of Tenant in connection realty and shall be surrendered with the Leased Premises, and agrees to obtain Premises unless Landlord otherwise elects at the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material time permission is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished granted to Tenant on credit to install such items. Notwithstanding anything herein to the contrary, with respect to any non-structural alteration which (i) does not affect any Building system or any portion of the Building outside the Leased Premises and no mechanics’ or other liens shall attach to or affect Landlord’s interest (ii) does not cost more than $25,000 in the Projectaggregate in a twelve (12) month period, Building, Leased Premises, or Park as a result thereof. the consent of Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining theretowill not be required, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made Landlord receives at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants least 10 days advance notice thereof.

Alterations. 9.1. Tenant shall not make additions, any alterations, changes additions or improvements in or to the Leased Premises or engage in any part thereof construction, demolition, reconstruction, renovation or other work (whether major or minor) of any kind in, at or serving the Premises ("Alterations"), without obtaining Landlord's prior written consent, not to be unreasonably withheld, conditioned or delayed taking into consideration Tenant’s Permitted Use, except Tenant may make without Landlord’s prior written consent, but upon at least ten (10) days’ prior notice to Landlord, except Tenant shall be entitled to make non-structural Alterations to the interior of the Premises (excluding the roof) without such consent, but upon at least ten (10) days’ prior notice to Landlord, provided that the cost thereof does not exceed an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00) in any twelve (12) month period (collectively, “Cosmetic Alterations”). Notwithstanding the foregoing, Tenant will not do anything that could have a material adverse effect on the Building or life safety systems, without obtaining Landlord's prior written consent. Any such improvements, excepting movable furniture, trade fixtures and typical office partitions) without equipment, shall become part of the prior written realty and belong to Landlord. All alterations and improvements shall be properly permitted and installed at Tenant's sole cost, by a licensed contractor, in a good and workmanlike manner, and in conformity with all Applicable Laws. Any alterations that Tenant shall desire to make and which require the consent of LandlordLandlord shall be presented to Landlord in written form with detailed plans. Tenant shall: (a) acquire all applicable governmental permits; (b) furnish Landlord with copies of both the permits and the plans and specifications at least thirty (30) days before the commencement of the work, which consent and (c) comply with all conditions of said permits in a prompt and expeditious manner. Any alterations shall be performed in a workmanlike manner with good and sufficient materials. Upon completion of any Alterations, Tenant shall promptly upon completion furnish Landlord with a reproducible copy of as-built drawings and specifications for any Alterations. Notwithstanding the foregoing, this Section 9 shall not apply to Construction Work to be unreasonably withheld completed by the Prior Owner in accordance with respect the Purchase Agreement. 9.2. At least twenty (20) days prior to alterationscommencing any work relating to any Alterations requiring the approval of Landlord that have been so approved, changes Tenant shall notify Landlord in writing of the expected date of commencement. Tenant shall pay, when due, all claims for labor or improvements which do materials furnished to or for Tenant for use in improving the Premises. Tenant shall not affect permit any mechanics' or materialmen's liens to be levied against the structurePremises arising out of work performed, tenant improvementsmaterials furnished, or outward appearance obligations to have been performed on the Premises by or at the request of Tenant. Tenant shall indemnify, save, defend (at Landlord's option and with counsel reasonably acceptable to Landlord) and hold Landlord Indemnitees from and against any and all Claims of any kind or nature that arise before, during or after the Leased PremisesTerm on account of claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished for Tenant or its contractors, agents or employees. If Tenant fails to discharge or undertake to defend against such liability, upon receipt of written notice from Landlord of such failure, Tenant shall have fifteen (15) days (the "Defense Cure Period") to cure such failure by prosecuting such a defense. If Tenant fails to do so within the Defense Cure Period, then Landlord may settle the same and Tenant's liability to Landlord shall be conclusively established by such settlement provided that such settlement is entered into on commercially reasonable terms and conditions, the amount of such liability to include both the settlement consideration and the costs and expenses (including attorneys' fees) incurred by Landlord in effecting such settlement. In the event that any contractor, agent or employee notifies Tenant of its intent to file a mechanics' or materialmen's lien against the Premises, Tenant shall promptly notify Landlord consents of such intention to file a lien or a lawsuit with respect to such additionslien. 9.3. Tenant shall repair any damage to the Premises caused by Tenant's removal of any property from the Premises. During any such restoration period, alterationsTenant shall pay Rent to Landlord as provided herein as if such space were otherwise occupied by Tenant. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 9.4. The Premises plus any Alterations, changes attached equipment, decorations, fixtures and trade fixtures; movable casework and related appliances; and other additions and improvements attached to or improvementsbuilt into the Premises made by either of the parties (including all floor and wall coverings; paneling; sinks and related plumbing fixtures; attached benches; production equipment; walk-in refrigerators; ductwork; conduits; electrical panels and circuits; attached machinery and equipment; and built-in furniture and cabinets, then in each case, together with all additionsadditions and accessories thereto), alterationsshall (unless, changes prior to such construction or improvements shall be constructed installation, Landlord elects otherwise in writing) at Tenant’s sole expense and shall, upon completion thereof, become all times remain the property of Landlord; provided, howevershall remain in the Premises and shall (unless, prior to construction or installation thereof, Landlord elects otherwise in writing) be surrendered to Landlord upon the expiration or earlier termination of this Lease. For the avoidance of doubt, the items listed on Exhibit B attached hereto (which Exhibit B may be updated by Tenant from and after the Commencement Date, subject to Landlord's written consent) constitute Tenant's property and shall be removed by Tenant upon the expiration or earlier termination of the Lease. In addition, Cosmetic Alterations shall in no event be required to be removed from the Premises upon the expiration or earlier termination of the Term. 9.5. If Tenant shall fail to remove any of its property from the Premises prior to the expiration of the Term, then Landlord may, at its option, require remove the same in any manner that Landlord shall choose and store such effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, within thirty (30) days following written demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of such personal property. 9.6. Landlord shall not be entitled to any overhead or supervisory fees for any Alterations. Tenant shall reimburse Landlord for all third party costs actually incurred by Landlord in connection with any Alterations. 9.7. Tenant shall require its contractors and subcontractors performing work on the Premises to name Landlord and its affiliates and any lender as additional insureds on their respective insurance policies. 9.8. Tenant shall be permitted to install signage including Tenant’s name and/or logo upon the exterior of the Building, and/or at Tenant’s sole cost election, on a signage monument, subject to Applicable Laws and expensethe CC&Rs (below defined), and receipt of Landlord’s prior written consent thereto, such consent not to remove any be unreasonably withheld, conditioned or delayed. Tenant’s right to exterior signage at the Project shall be exclusive throughout the Term. Tenant shall maintain such additionssignage in good condition and repair for the duration of the Term, alterations, changes or improvements at and upon the expiration or sooner earlier termination of this Lease, Tenant shall remove such signage (or, with respect to any signage monument, Tenant’s name and logo on such monument), at Tenant’s expense, and cause the area where such signage was located to repair any damages be restored to the Leased Premises caused by such removal provided Landlord has informed Tenant condition existing immediately prior to the installation of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofsignage.

Alterations. After the Commencement Date, Tenant shall not make additionsor permit any Alterations in, alterations, changes on or improvements in or to about the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterationswithheld, changes conditioned or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlorddelayed; provided, however, that Landlord’s consent shall not be required for any nonstructural Alterations to the interior of the Building that do not exceed Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00) in cost per year and do not affect the roof of the Building or the Building Systems, so long as Tenant provides Landlord with prior notice of any such Alterations (“Permitted Alterations”). If Tenant desires to make any Alterations to the Premises other than Permitted Alterations, Tenant shall submit the proposed plans and specifications for such Alterations to Landlord for Landlord’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If Landlord fails to notify Tenant in writing of Landlord’s approval or disapproval of any Alterations shown on such plans and specifications within ten (10) business days after Landlord’s receipt of such documents from Tenant, then Landlord shall be deemed to have approved such Alterations. Tenant shall complete any Alterations to the Premises at Tenant’s sole expense, in compliance with all applicable Laws, including any permit requirements, by a licensed contractor, and in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date. Landlord acknowledges that, subject to Tenant’s receipt of all necessary governmental approvals, Tenant will have the right to install a reasonable number of electric vehicle charging stations in the parking area of the Outside Areas pursuant to plans and specifications subject to Landlord’s approval in accordance with this Paragraph 12. All Alterations made by or for Tenant shall be and become the property of Landlord upon the expiration or earlier termination of this Lease and shall not be deemed Tenant’s Personal Property; provided, however, that Landlord may, at its Landlord’s option, require TenantTenant to remove, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements all Alterations installed by or for Tenant from the Premises at the expiration or sooner termination of this Lease. If Tenant requests that Landlord make a determination of whether Landlord will require Tenant to remove any Alterations upon the termination of this Lease, and then Landlord shall notify Tenant of Landlord’s election within ten (10) business days after Tenant’s request for such determination by Landlord. If Landlord fails to notify Tenant in writing within such ten (10) day period that Landlord will require such removal, then Landlord shall be deemed to have elected not to require Tenant to remove such Alterations. In no event, however, shall Tenant be required to remove the Tenant Improvements from the Premises. If Tenant removes any Alterations as required or permitted herein, Tenant shall repair any damages and all damage to the Leased Premises caused by such removal provided Landlord has informed and return the Premises to their condition as of the Commencement Date, normal wear and tear excepted and subject to the provisions of Paragraph 22. Notwithstanding any other provision of this Lease, Tenant of such requirement at shall be solely responsible for the time of Landlord’s approval. Tenant hereby agrees to indemnify maintenance and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge repair of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or Alterations made by it to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant Except as set forth in Exhibit A, LESSEE shall not make additions, alterations, changes structural alterations or improvements in or additions of any kind to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of LandlordPremises, but may make nonstructural alterations provided ▇▇▇▇▇▇ consents thereto in advance in writing, which consent shall not be unreasonably withheld provided said alterations are consistent in appearance and quality with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance rest of the Building and Property. However, ▇▇▇▇▇▇ shall not be obligated to approve any such alterations which would subject LESSOR to additional expense to readapt or prepare the Leased PremisesPremises for re-leasing upon the termination of this Lease or which would increase the Operating Expenses or Real Estate Tax Expenses of the Property. In the event that Landlord consents to All such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements allowed alterations shall be constructed at Tenant’s LESSEE's sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost risk and expense, to remove any such additionsshall conform with LESSOR's construction specifications, alterations, changes or improvements at the expiration or sooner termination of this Leaseshall be performed in good and workmanlike manner, and shall comply with all applicable codes and regulations. If ▇▇▇▇▇▇ performs any services for LESSEE in connection with such alterations or otherwise, any just invoice will be considered additional rent and will be promptly paid. LESSEE shall not permit any mechanics' liens, or similar liens, to repair any damages to remain upon the Leased Premises caused by such removal provided Landlord has informed Tenant in connection with work of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or character performed at the direction of Tenant in connection with LESSEE and shall cause any such lien to be released or removed without cost to LESSOR within ten (10) days of written request by ▇▇▇▇▇▇. Any alterations or improvements shall become part of the real estate and the property of LESSOR. LESSEE shall remove any alteration or addition made by it and restore the Leased PremisesPremises and other affected area(s), and agrees if any, to obtain the discharge same condition as they were in on the Lease Commencement Date upon the expiration or termination of any lien which attaches as a result of such work immediately after such lien attaches or payment this Lease if LESSOR so directs, unless prior written approval for the labor or material is duealterations was granted by ▇▇▇▇▇▇. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens Any alterations completed by LESSOR shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereofbe `building standard" unless noted otherwise. Landlord hereby reserves LESSOR shall have the right at any time to change the arrangement and from time to timelayout of parking areas, during stairs, walkways, common areas and other areas of the term hereofProperty not contained within the Leased Premises, to make any additionsinstall, alterationsrepair, changes replace, remove, use, maintain and relocate for service to the Leased Premises and to other parts of the Property, pipes, ducts, conduits, wires and appurtenant fixtures wherever located inside or improvements (including without limitation, building additional stories) on, in, or to outside of the Building and Projectthe Property, to change the boundaries of the lot upon which the Building is located, to construct additions to existing buildings on the Property, and to build construct additional structures adjoining theretobuildings and improvements on the Property, provided same does LESSOR hereby agreeing that any such alterations shall not unreasonably interfere with Tenant’s use of reduce LESSEE's access to the Leased Premises. Any Premises or unreasonably inconvenience the operation of Tenant’s alterations, additions, changes LESSEE's business on the Leased Premises or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofLESSEE's employees or invitees.

Alterations. Tenant shall not make additions, alterations, changes or improvements in or any Alterations to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) Property without the prior written consent of Landlord, which not to be unreasonably withheld, conditioned or delayed, except that Landlord’s consent shall not be unreasonably withheld required for Alterations: (a) as may be necessary due to emergency or to comply with respect to alterationsLegal Requirements; (b) the Net Cost of which shall not exceed Two Hundred Thousand Dollars ($200,000.00) over a period of twelve (12) months, changes or improvements which and that do not in any way alter or affect the structure, tenant improvements, external appearance or outward appearance structural integrity of the Leased Premises. In MOB; or (c) which are required by the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property terms of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement Space Lease existing at the time of the Lease Commencement Date. Tenant shall not make any Alterations which may weaken or impair the structural strength or lessen the fair market value of all or any part of the MOB, or impair access, ingress or egress to, from and within the Campus or that may change the site utilization or design of any building comprising part of the MOB or the Campus. Any constriction activity performed by Tenant shall be in accordance with Landlord’s applicable policies and procedures (including Landlord’s safety policy) to ensure no disruption or adverse impact on Landlord operations. Tenant shall either use a general contractor from Landlord’s listing of approved contractors or obtain Landlord’s written approval of Tenant’s general contractor or construction manager, such approval not to be unreasonably withheld, conditioned or delayed. Tenant shall deliver (either physically or in electronic format) project schematics, elevations, conceptual drawings and other materials to Landlord, for Landlord’s prior approval. All Tenant Alterations must be performed in a good and workmanlike manner, in accordance with all Legal Requirements, pursuant to a construction schedule approved by Landlord and in a bonded, lien-free manner. For Alterations requiring Landlord’s approval. , once Tenant hereby agrees has submitted all required materials to indemnify and defend Landlord againstLandlord, and if (i) Tenant sends written request for approval stating in conspicuous type that Landlord’s approval will be deemed granted if Landlord fails to respond in writing within ten (10) business days of submission, and (ii) if Landlord does not provide comments to any materials submitted within ten (10) business days of submission, then Landlord shall keep be deemed to have approved the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant Alterations in connection accordance with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use terms of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofmaterials submitted.

Alterations. a. Except as hereinafter expressly provided, Tenant shall not make or permit to be made any alterations, additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without first obtaining the prior written consent of Landlord, Landlord thereto (which consent shall Landlord agrees not be to unreasonably withheld withhold with respect to nnn-structural alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all provided Tenant has fully complied with each and every term, covenant and condition in this Lease Agreement and, with respect to such alterations, additions, alterations, changes or improvements improvements, has provided Landlord with such liability insurance policies and/or surety bonds as Landlord may reasonably request). b. Before requesting Landlord's consent, Tenant shall submit to Landlord detailed plans and specifications in duplicate of such proposed alterations, changes, additions or improvements, one of which copies may be retained by Landlord. Landlord shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at entitled to withhold its option, require Tenant, at Tenant’s sole cost and expense, consent to remove any such alterations, additions, alterationschanges, changes or improvements at improvements, until such time as Tenant provides Landlord with reasonable evidence of the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant approval of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements by any and all municipal, state, federal or other governmental or other authorities, offices and departments now existing or hereafter created having jurisdiction over the Premises, and of the Board of Fire Underwriters or other like body, which approvals Tenant shall be made obtain at its own cost and expense. c. Landlord, its architect, agents and employees, shall have the right to enter upon the Leased Premises in a reasonable manner and at all reasonable times during the course of any such times alterations, additions, changes or improvements for the purpose of inspection and in of finding out whether such manner as not work conforms to unreasonably interfere the approved plans and specifications and with the occupationagreements herein contained. d. Any and all alterations, use additions, improvements and enjoyment changes made by Tenant at any time and all governmental approvals therefor shall immediately be and become the property of Landlord without any payment therefor by Landlord; provided, however, that it is expressly understood and agreed that any trade fixtures or other fixtures added by Tenant shall remain the property of Tenant and may be removed by Tenant, at Tenant's expense, upon the expiration or earlier termination of the remainder Lease, provided that any damage caused thereby is immediately repaired by Tenant. e. Tenant, at its own cost and expense, will cause any and all mechanics' liens and perfections of the Project same which may be filed against the Leased Premises to be paid and satisfied of record within thirty (30) days after Landlord shall send to Tenant written notice by registered mail of the filing of any notice thereof against the Premises or the owner, for or purporting to be for labor or materials alleged to be furnished or to be charged by or for Tenant at the Leased Premises, or will bond such mechanics' liens and use its best efforts to have such liens discharged by an order of a court of competent jurisdiction within said thirty (30) day period. f. Any alterations, improvements or other tenants thereofwork once begun must be prosecuted with reasonable diligence to completion and, subject to the provisions of Subsection 9(e), above, be paid for by Tenant in full, free and clear of liens or encumbrances against the Leased Premises or Landlord, and must be performed in all respects in accordance with law.

Alterations. Tenant shall not make additionsor perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Leased Premises (referred to collectively as "Alterations") without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All plans, specifications and details for such Alterations, and all contractors performing the Alterations are subject to the prior written approval of Landlord, not to be unreasonably withheld, conditioned or delayed. In the event Landlord grants such consent and permits Tenant to contract out such work, such Alterations shall be made and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant's sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time designate; (ii) all Alterations shall be performed by adequately insured contractors approved by Landlord and in a good and workmanlike manner in accordance with all applicable Legal Requirements, and Tenant shall indemnify and hold harmless Landlord from and against any and all costs, expenses, claims, liens and damages to person or property resulting from the making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to Building other than the Leased Premises caused or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord's reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not commence any such removal provided Landlord has informed Tenant Alteration without first obtaining Landlord's written approval of such requirement at plans and specifications; (vi) all Alterations in or to the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep electrical facilities in or serving the Leased PremisesPremises shall be subject to the provisions of Section 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord's approval of plans and specifications for any Alteration, Building, Project all Alterations shall be made and Park free from performed in full compliance with all mechanics’ liens Legal Requirements and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection accordance with the Rules and Regulations; and (viii) all materials and equipment to be incorporated in the Leased Premises, and agrees to obtain the discharge of any lien which attaches Premises as a result of such work immediately after such lien attaches all Alterations shall be of good quality. If building or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable other permits from governmental authorities are required for any labor or materials furnished Alterations, Tenant shall obtain such permits and deliver copies thereof to Landlord before work on such Alterations is begun. After any Alterations are completed, Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use cause all required governmental inspections of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall Alterations to be made at such times and in such manner as not shall deliver to unreasonably interfere with the occupation, use and enjoyment Landlord a copy of the remainder inspection report and one complete set of the Project by the other tenants thereof"as built" plans for such Alterations.

Alterations. Except for the improvements to be made by Tenant shall pursuant to the Work Agreement, Tenant will not make or permit anyone to make any alterations, decorations, additions, alterationsor improvements, changes structural or improvements otherwise, in or to the Leased Premises Demised Premises, the Building, or any part thereof (excluding trade fixtures and typical office partitions) grounds, without the prior written consent of Landlord, which consent shall not may be unreasonably withheld with respect to by Landlord in its sole discretion. All such alterations, changes decorations, additions, or improvements which do not affect the structurepermitted by Landlord must conform to all rules, tenant improvementsregulations, and requirements of appropriate federal, state, or outward appearance of local governments, and conform harmoniously with the Leased PremisesBuilding’s design and interior decoration. In the event that Landlord consents As a condition precedent to such additionswritten consent of Landlord, alterationsTenant agrees to obtain and deliver to Landlord written and unconditional waivers of mechanics’ liens upon the real property of which the Demised Premises are a part, changes for all work, labor and services to be performed, and materials to be furnished by them in connection with such work, signed by all contractors, subcontractors, materialmen, and laborers to become involved in such work. If, notwithstanding the foregoing, any mechanic’s, materialmen’s or improvementsother lien is filed against the Demised Premises or the real property of which the Demised Premises are a part, then all additionsfor work claimed to have been done for, alterationsor materials claimed to have been furnished to Tenant, changes such mechanic’s, materialmen’s or improvements other lien shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenantdischarged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by filing any bond required by law. If Tenant shall fail to remove discharge any such mechanic’s, materialmen’s or other lien, Landlord may, at its option, discharge the same and treat the cost thereof as additional rent payable with the monthly installment of rent next becoming due; it being hereby expressly covenanted and agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging the same. It is understood and agreed by Landlord and Tenant that any such alterations, decorations, additions, or improvements shall be conducted on behalf of Tenant and not on behalf of Landlord, and that Tenant shall be deemed to be the “owner” and not the “agent” of Landlord for purposes of hiring any architects, engineers, contractors or other third parties in connection with such work. It is further understood and agreed that in the event Landlord shall give its written consent to Tenant’s making any such alterations, changes decorations, additions, or improvements, such written consent shall not be deemed to be an agreement or consent by Landlord to subject Landlord’s interest in the Demised Premises, the Building, or the real property upon which the Building is situated, to any mechanic’s, materialmen’s or other liens that may be filed in respect of any such alterations, decorations, additions, or improvements made by or on behalf of Tenant. Tenant shall and does hereby indemnify and hold Landlord harmless from and against any and all expenses, liens, claims, or damages to person or property that may or might arise by reason of making any such alterations, decorations, additions, or improvements. If any alteration, decoration, addition, or improvement is made without the prior written consent of Landlord, Landlord may correct or remove the same, and Tenant shall be liable for any and all expenses incurred by Landlord in the performance of this work. All alterations, decorations, additions, or improvements in or to the Demised Premises or the Building made by either party shall, at Landlord’s election, immediately become the property of Landlord and shall remain upon and be surrendered with the Demised Premises as a part thereof at the end of the Term hereof without disturbance, molestation, or injury; provided, however, that if Tenant is not in default in the performance of any of its obligations under this Lease, then Tenant shall have the right to remove, prior to the expiration or sooner termination of the Term of this Lease, all movable furniture, furnishings, or equipment installed in the Demised Premises at the expense of Tenant. Should Landlord elect that any alterations, decorations, additions, or improvements installed by Tenant be removed upon the expiration or termination of this Lease, Tenant shall remove the same at Tenant’s sole cost and expense and if Tenant fails to repair any damages to remove the Leased Premises caused by same, then Landlord may remove the same at Tenant’s expense, and Tenant shall reimburse Landlord for the reasonable, out-of-pocket cost of such removal provided together with any and all damages that Landlord has informed Tenant may sustain by reason of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred default by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant shall not make additionsbe permitted to make, alterationsat its sole cost and expense, changes or improvements in or non-structural alterations and additions to the Leased interior of the Premises without obtaining Landlord’s prior written consent, provided said alterations are not part of Tenant’s Wi-Fi Network (defined hereinbelow), do not affect the Building systems and the cost of such alterations does not exceed Fifty Thousand Dollars ($50,000) each job and One Hundred Thousand Dollars ($100,000) cumulatively each calendar year (the “Permitted Improvements”). Tenant, however, shall first notify Landlord of such Permitted Improvements so that Landlord may post a Notice of Non-Responsibility on the Premises. Except for the Permitted Improvements, Tenant shall neither install any signs, fixtures, or improvements, nor make or permit any part thereof other alterations or additions (excluding trade fixtures individually, an “Alteration”, and typical office partitionscollectively, “Alterations”) to the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do so long as any such Alteration does not affect the structureBuilding systems, tenant improvements, structural integrity or outward appearance structural components of the Leased PremisesPremises or Building. In If any such Alteration is expressly permitted by Landlord, Tenant shall deliver at least ten (10) days prior written notice to Landlord, from the event that date Tenant commences construction, sufficient to enable Landlord consents to such additions, alterations, changes post and record a Notice of Non-Responsibility. Tenant shall obtain all permits or improvements, then all additions, alterations, changes or improvements other governmental approvals prior to commencing any work and deliver a copy of same to Landlord. All Alterations shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, (i) at Tenant’s sole cost and expense, expense in accordance with plans and specifications which have been previously submitted to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused approved in writing by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall be installed by a licensed, insured (and bonded, at Landlord’s option) contractor (reasonably approved by Landlord) in compliance with all applicable Laws, Development Documents, Recorded Matters, and Rules and Regulations and (ii) performed in a good and workmanlike manner and so as not to obstruct access to any portion of the Project or any business of Landlord or any other tenant. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall neither create nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any Laws. As Additional Rent, Tenant shall reimburse Landlord, within ten (10) days after demand, for actual and reasonable legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant’s Alterations, plus Tenant shall pay to Landlord a fee equal to five percent (5%) of the total cost of the Alterations. If Tenant makes any Alterations, Tenant shall carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require. All such Alterations shall be insured by Tenant in accordance with Section 12 of this Lease immediately upon completion. Tenant shall keep the Leased Premises, Building, Project Premises and Park the Lot on which the Premises are situated free from all mechanics’ liens and other such any liens arising from out of any work performed, material furnished, materials furnished or obligations incurred by or on behalf of Tenant. Tenant or at the direction of Tenant in connection with the Leased Premisesshall, prior to commencing any Alterations, (a) cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and agrees (b) provide such assurances to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractorsLandlord, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional storieswaivers of lien, surety company performance bonds (for projects estimated to cost in excess of $150,000) on, in, or as Landlord shall require to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use assure payment of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times costs thereof to protect Landlord and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the from and against any mechanic’s, materialmen’s or other tenants thereofliens.

Alterations. Tenant shall not make additions, or permit to be made any alterations, changes additions or improvements in in, upon or to the Leased Premises Premises, or any part thereof (excluding trade fixtures and typical office partitions) of the Leased Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additionsconsent is obtained, all such alterations, changes or improvements, then all additions, alterations, changes additions or improvements shall be constructed performed at Tenant’s sole the expense of Tenant in a good, workmanlike manner, free from faults and shalldefects and in accordance with all applicable laws and building codes and plans and specifications approved by Landlord. Tenant shall not allow any construction liens to attach to the Leased Premises or the Property, upon completion thereofBuilding or Improvements in connection with any such alteration, and the failure of Tenant to have any such lien released within ten (10) days after written notice from Landlord shall constitute a default under this Lease. In addition, Tenant shall indemnify, defend and hold Landlord harmless from any and all costs and expenses incurred by Landlord in connection with such construction liens, including, without limitation, attorneys fees and costs of litigation. All alterations, additions or improvements (except trade fixtures) so made and installed by Tenant shall become part of the realty, shall become the property of LandlordLandlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good condition as they were when installed, reasonable wear and tear excepted; provided, however, Landlord maythat any such alteration, addition or improvement remaining at its optionthe end of the term or other expiration of this Lease, require shall upon demand made by Landlord, be removed by Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to Tenant shall repair any damages to damage caused by such removal, restoring the Leased Premises caused by such removal provided Landlord has informed Tenant to their condition prior to the making of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord againstalteration, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, addition or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofimprovement.

Alterations. Tenant Other than the construction of the Project, which shall not make additionsbe governed by the provisions of Article III of the Mortgage Loan Agreement, alterationsBorrowers shall, changes or improvements in or shall cause Mortgage Borrowers to, obtain Lender’s prior consent to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlordmaterial alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Borrower’s or Mortgage Borrower’s financial condition, the value of the Collateral, the applicable Property or the Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the terms of any Lease, (b) do not materially adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration Threshold Amount, or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement and this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have fifteen (15) Business Days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the request within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a condition to any required approval. If the total unpaid amounts due and payable with respect to alterationsalterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold Amount, changes Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrowers’ obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or improvements which do not affect qualification of the structurethen current ratings assigned to any Securities or any class thereof in connection with any Securitization, tenant improvements(D) a Letter of Credit, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense (E) a completion and shall, upon completion thereof, become the property of Landlordperformance bond issued by an Approved Bank; provided, however, Landlord maythat (i) in the event (A) Mortgage Borrowers are required to and do deliver such security to Mortgage Lender under the Mortgage Loan Agreement, at its optionor (B) if the Mortgage Loan has been paid in full, require TenantFirst Mezzanine Borrowers are required to and do deliver such security to First Mezzanine Lender under the First Mezzanine Loan Agreement; and (ii) upon request, at Tenant’s sole cost and expenseLender receives evidence reasonably acceptable to it of the delivery of such security by Mortgage Borrowers to Mortgage Lender, or by First Mezzanine Borrowers to remove First Mezzanine Lender, as applicable, then Borrowers shall not be required to deliver any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and security to repair any damages Lender. Such security (if given as set forth above) shall be in an amount equal to the Leased Premises caused excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and during the continuance of an Event of Default, Lender may apply such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and security from time to time, during time at the term hereof, option of Lender to make any additions, pay for such alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. 6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, Tenant shall not make or suffer to be made any alterations, additions, alterationsor improvements, changes including, but not limited to, the attachment of any fixtures or improvements in equipment in, on, or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) or the making of any improvements as required by Article 7, without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld withheld, conditioned or delayed. When applying for such consent (if required) or providing such notice (if Landlord’s consent is not required as hereinafter provided), Tenant shall, if reasonably requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Notwithstanding the foregoing, Landlord’s consent shall not be required (but prior written notice from Tenant to Landlord shall be required) with respect to alterationsalterations which (i) are not structural in nature, changes or improvements which (ii) are not visible from the exterior of the Building, (iii) do not affect the structure, tenant improvements, or outward appearance require modification of the Leased Premises. In the event that Landlord consents Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. 6.2 If Landlord’s consent is required pursuant to Section 6.1, any such additionsalteration, alterations, changes addition or improvements, then all additions, alterations, changes or improvements improvement by Tenant shall be constructed made by using, at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenanteither Landlord’s contractor or a contractor reasonably approved by Landlord, in either event at Tenant’s sole cost and expense. If Tenant shall employ any contractor other than Landlord’s contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, to remove Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours, terms or conditions of the employment of any such additionslabor. In any event, alterations, changes or improvements at Landlord may require that Tenant pay Landlord the expiration or sooner termination construction management fee charged to Landlord by Landlord’s property management company not to exceed five percent (5%) of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant cost of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations plus third-party costs actually incurred by Tenant or at the direction of Tenant Landlord in connection with the Leased Premisesproposed work and the design thereof, with all such amounts being due twenty (20) days after Landlord’s demand. Tenant shall not be obligated to pay such fees in connection with the Landlord’s Work performed pursuant to the Work Letter attached as Exhibit B hereto or in connection with any work performed by Tenant to prepare the Premises for its initial occupancy. Tenant shall be required to remove or restore any alterations, additions or improvements performed by Tenant unless, simultaneously with any such written consent of Landlord (if required) or notice to Landlord (if Landlord’s consent is not required) of such alteration, addition or improvement, Landlord provides Tenant with a written statement that the alteration, addition or improvement being performed does not need to be removed or restored by Tenant at the end of the Term. In the event that Landlord fails to notify Tenant within ten (10) business days of Tenant’s request for Landlord’s consent (if required) or notice to Landlord (if Landlord’s consent is not required) of any alteration, addition or improvement whether such alteration, addition or improvement needs to be removed or restored at the end of the Term, then such failure shall constitute a determination by Landlord that such alteration, addition or improvement does not need to be removed or restored at the end of the Term. 6.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all government laws, ordinances, rules and regulations, using Building standard materials where applicable, and agrees Tenant shall, prior to obtain construction, provide the discharge additional insurance required under Article 11 in such case, and also all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof, including but not limited to, notices of non-responsibility, waivers of lien, surety company performance bonds and funded construction escrows and to protect Landlord and the Building and appurtenant land against any lien which attaches loss from any mechanic’s, materialmen’s or other liens (provided, however, that such surety company performance bonds and funded construction escrows shall not be required by Landlord so long as (a) Tenant is not then in default under this Lease beyond any applicable notice and core period, (b) Landlord has not applied the Security Deposit or drawn on the letter of credit as a result of a default by Tenant under this Lease beyond any applicable notice and cure period, and (c) such work immediately after such lien attaches set of alterations, additions or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is improvements by Tenant do not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest exceed One Hundred Thousand Dollars ($100,000.00) in the Projectaggregate). Tenant shall pay in addition to any sums due pursuant to Article 4, Buildingany increase in real estate taxes attributable to any such alteration, Leased Premises, addition or Park as a result thereof. Landlord hereby reserves the right at any time and from time to timeimprovement for so long, during the term hereofTerm, as such increase is ascertainable; at Landlord’s election said sums shall be paid in the same way as sums due under Article 4. Landlord may, as a condition to make its consent to any additionsparticular alterations or improvements which Tenant would be required to remove or restore at the end of the Term, require Tenant to deposit with Landlord the amount reasonably estimated by Landlord as sufficient to cover the cost of removing such alterations, changes additions or improvements (including without limitation, building additional stories) on, in, or and restoring the Premises; but only to the Building extent that the reasonably estimated costs of removal and Projectrestoration of such alteration, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use addition or improvement exceed seventy five percent (75%) of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall Security Deposit to be made held by Landlord at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment end of the remainder of the Project by the other tenants thereofTerm.

Alterations. Tenant shall not make additions, alterations, changes or improvements permit alterations in or to the Leased Premises or any unless and until the plans and the contractor have been approved by Landlord in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease to the condition existing prior to the installation of such alterations; otherwise, all such alterations shall at Landlord’s option become a part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense realty and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to repair any damages to or better than the Leased Premises caused by such removal provided Landlord has informed Tenant original construction of such requirement at the time Building and that its contractors comply with the terms and conditions of Landlord’s approval. Tenant hereby building standards (which Landlord agrees to indemnify and defend Landlord againstfurnish to Tenant upon request therefor). Upon completion of the work, Tenant shall provide lien waivers from the subcontractors or a final affidavit of lien waiver from the general contractor, and such lien waiver shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from be in a form reasonably acceptable to Landlord. No person shall be entitled to any work performed, lien derived through or under Tenant for any labor or material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with furnished to the Leased Premises, and agrees nothing in this Lease shall be construed to obtain constitute a consent by Landlord to the discharge creation of any lien. If any lien which attaches as a result is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record or bonded from the Project within thirty (30) days after Tenant’s actual notice of such work immediately after lien filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration to the Leased Premises by Tenant and any related lien. Notwithstanding anything to the contrary above, Tenant shall have the right to make alterations to the Leased Premises without obtaining Landlord’s prior written consent provided that (i) excluding replacing carpeting and other floor coverings, such lien attaches or payment alterations do not exceed Fifty Thousand and No/100 Dollars ($50,000.00) in cost in any one instance; (ii) such alterations are non-structural in nature and do not affect the Building systems; and (iii) Tenant provides Landlord with prior written notice of its intention to make such alterations stating in reasonable detail the nature, extent and estimated cost of such alterations together with the plans and specifications for the labor same no less than ten (10) days before the date on which Tenant anticipates commencing construction of the same. Tenant shall provide Landlord with copies of the as-built plans and specifications, including CAD drawings, if available, reflecting all such alterations, improvements or material is dueadditions as completed within fifteen (15) days after the completion thereof. Notice is hereby given Notwithstanding anything to all Tenant’s contractorsthe contrary in this Lease, subcontractors, materialmen Landlord shall not construct any floors above the Building or suppliers that Landlord is not liable for place any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest improvements thereon other than as specifically provided in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time Plans and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofSpecifications.

Alterations. Tenant shall not make additions, alterations, changes or improvements in or any alterations to the Leased Premises or any part thereof other aspect of the Project, without Landlord’s prior written consent, which consent Landlord may withhold in its reasonable but subjective discretion. Notwithstanding the foregoing to the contrary, Tenant shall not make (excluding trade fixtures and typical office partitionsi) without any structural alterations, improvements or additions to the Premises, or (ii) any alterations, improvements or additions to the Premises which (a) will adversely impact the Building’s mechanical, electrical or heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building, or (c) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord’s prior written consent of Landlord, or approval to such Alterations (which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements approval shall be constructed at Tenantin the Landlord’s sole expense and shall, upon completion thereof, absolute discretion). All permitted alterations must be performed in compliance with Landlord’s standard rules and regulations regarding alterations. All alterations will become the property of LandlordLandlord and will remain upon and be surrendered with the Premises at the end of the Term of this Lease; provided, however, Landlord may require Tenant to remove any or all alterations at the end of the Term of this Lease. If Tenant fails to remove by the expiration or earlier termination of this Lease all of its personal property, or any alterations identified by Landlord for removal, Landlord may, at its option, require Tenanttreat such failure as a hold-over pursuant to Subparagraph 11(b) above, and/or Landlord may (without liability to Tenant for loss thereof) treat such personal property and/or alterations as abandoned and, at Tenant’s sole cost and expense, expense and in addition to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of Landlord’s other rights and remedies under this Lease, at law or in equity: (a) remove and store such items; and/or (b) upon ten (10) days’ prior notice to repair Tenant, sell, discard or otherwise dispose of all or any damages to the Leased Premises caused such items at private or public sale for such price as Landlord may obtain or by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approvalother commercially reasonable means. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not be liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use all costs of the Leased Premises. Any disposition of Tenant’s alterationsabandoned property and Landlord shall have no liability to Tenant with respect to any such abandoned property. Landlord agrees to apply the proceeds of any sale of any such property to any amounts due to Landlord under this Lease from Tenant (including Landlord’s attorneys’ fees and other costs incurred in the removal, additionsstorage and/or sale of such items), changes or improvements shall with any remainder to be made at such times and in such manner as not paid to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofTenant.

Alterations. Tenant shall not make additions, alterations, changes or improvements permit material alterations in or to the Leased Premises or any part thereof (excluding trade fixtures unless and typical office partitions) without until Landlord has approved the prior written consent plans therefor in writing. As a condition of Landlordsuch approval, which consent shall not be unreasonably withheld with respect to alterationsany specialty alterations (such as private bathrooms, changes or improvements which do not affect raised computer floors, mezzanines, built-in filing systems and other non-standard office installations) Landlord may require Tenant to remove the structurealterations and restore the Leased Premises upon termination of this Lease; otherwise, tenant improvements, or outward appearance all such alterations shall at Landlord’s option become a part of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense realty and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Leased Premises, original construction of the Building, Project and Park free from all mechanics’ liens and other such liens arising from . No person shall be entitled to any work performed, lien derived through or under Tenant for any labor or material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with furnished to the Leased Premises, and agrees nothing in this Lease shall be construed to obtain constitute Landlord’s consent to the discharge creation of any lien. If any lien which attaches as a result of such is filed against the Leased Premises for work immediately after claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien attaches to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or payment for the labor or material is duealteration and any related lien. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers Tenant agrees that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect at Landlord’s interest in the Projectoption, BuildingLandlord or a subsidiary or affiliate of Landlord, Leased Premiseswho shall receive a fee as Landlord’s construction manager or general contractor, shall perform or Park as a result thereof. Landlord hereby reserves the right at cause to be performed all work on any time and from time structural or building-system alterations to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant SIGNS ------------------- 15.1. Except as. provided in Section 2A.1, Sublessee shall not make additionsplace or construct any improvements, alterationschanges, changes structures, alterations or improvements additions (cumulatively referred to in this Article as "Alterations") in, to or to upon the Leased Subleased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior Sublessor's written consent of Landlordconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, Sublessor's consent shall not be required for non-structural Alterations to the Facility and related structures that do not otherwise require approval under the PDA Laud Use Controls and ate otherwise in compliance with applicable laws, codes rules and regulations any related structures, systems and grounds, cost less than Two Hundred Thousand Dollars ($200,000), constitute necessary replacements, maintenance and repairs to the Facility. Unless Sublessee is subject to an earlier notice requirement under the Sublessor's .and Use Controls or other applicable requirements with respect to alterationsthe information required under this section, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements any request for Sublessor's consent shall be constructed at Tenant’s sole expense made upon sixty (60) days written notice and-shall be accompanied by preliminary engineering or architectural plans or, if consented to by Sublessor, working drawings. Sublessor shall endeavor, subject to PDA Land Use Controls, to provide its consent to or communicate its lack of consent and shallthe reasons therefor within sixty-, upon completion thereof(6Q) days of Sublessee's complete submissions in accordance with this paragraph. If such consent or communication is not received within said sixty (60) days, become Sublessor, as Landlord, shall be deemed to have consented to the property of Landlordproposed Alterations; provided, however, Landlord may, that in no event shall Sublessor's failure to provide such consent or communications be deemed a consent by Sublessor or any enforcement official or municipality under the PDA Land Use Controls. If Sublessor grants its consent all such work shall be done at its option, require Tenant, at Tenant’s Sublessee's sole cost and expense, subject, in all cases, to remove any such additionsthe following covenants: (1) All work and Alterations shall be dune in compliance with all applicable governmental regulations, alterationscodes, changes standards or improvements at other requirements, including fire, safety and building codes and Land Use Regulations promulgated by Sublessor and with the expiration or sooner termination provisions of Article 25 of this LeaseSublease. This obligation shall include compliance with all- applicable provisions of the FFA (as defined in Section 25.8), including obligations imposed upon Sublessor in respect to construction and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant construction related work. (2) All Alterations shall be of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner character as not to unreasonably interfere with materially reduce the occupation, use value and enjoyment usefulness of any of the remainder buildings or other improvements below their value and usefulness immediately before such Alteration. All work performed hereunder shall be performed in a good and workmanlike manner, shall conform to drawings and specifications approved by Sublessor and shall not be disruptive of the Project overall operation the Airport. All contractors engaged by Sublessee to perform such work shall employ labor that can work in harmony with all elements of labor at the other tenants thereofAirport. (3) During the period of construction of any Alterations, Sublessee or any contractor, subcontractor or sublessee of Sublessee shall maintain or cause to be maintained the following insurance--

Alterations. Tenant shall not make or suffer to be made any alterations, additions, alterations, changes or improvements in to or to of the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the Landlord’s prior written consent of Landlordconsent, which Landlord may withhold in its sole discretion, except that Landlord’s consent shall not be unreasonably withheld with respect to required for non-structural alterations costing less than fifty thousand dollars ($50,000.00) that are not visible from the exterior of the Premises. All alterations, changes additions, and improvements to the Premises, including but not limited to floor coverings, wall coverings, window coverings, paneling, and built-in cabinet work, but excluding movable furniture, trade fixtures, and other unattached personal property, shall on the expiration of the Term become a part of the realty and belong to Landlord, and shall be surrendered with the Premises whether or not installed with Landlord’s consent. Notwithstanding the foregoing, Tenant shall, at its sole cost and expense, remove any alterations, additions, or improvements which do not affect designated for removal by Landlord upon written notice given to Tenant within thirty (30) days after the structuretermination of this Agreement. If Tenant receives any such designation at least ten (10) days before the termination of this Agreement, tenant improvementsthe removal shall be completed prior to termination. Otherwise the removal shall be completed within ten (10) days after Tenant’s receipt of Landlord’s designation. Tenant shall repair any damage to the Premises caused in connection with the removal of any items pursuant to this Article and restore all damaged areas to a condition consistent with the surrounding finish. Landlord’s consent to any alterations, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additionswhen given, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shalldeemed to be conditioned upon Tenant acquiring any governmental approvals or permits which may be required, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, all at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s All alterations, additions, changes or and improvements shall be made by Tenant at such times Tenant’s sole cost and expense by licensed contractors and in such manner compliance with all laws and regulations. If requested by Landlord, Tenant shall provide a Payment and Performance Bond for Landlord Approved Construction over One Hundred Thousand Dollars ($100,000). Each contractor must first be approved in writing by Landlord. Tenant shall cause its contractors to submit to Landlord prior to entering the Premises certificates and endorsements evidencing liability insurance meeting the requirements for Tenant’s commercial generally liability policy set forth in Article 10 hereof and workers compensation and employer’s liability coverage as not to unreasonably interfere with the occupationrequired by law. Each commercial general liability policy shall name as additional insureds Landlord, use Landlord’s property manager, and enjoyment of the remainder of the Project by the other tenants thereofLandlord’s Mortgagees.

Alterations. Tenant TENANT shall not make any alterations, additions or improvements to the Demised Premises (whether or not the same may be structural in nature) without LANDLORD’S prior written consent. All alterations, additions, or improvements made to the Demised Premises, except movable furniture and equipment installed at TENANT’S expense, shall be the property of the LANDLORD and remain upon and be surrendered with the Demised Premises at the expiration of the term of this Lease; provided, however, that LANDLORD may require TENANT to remove any additions made at TENANT’S request to the Demised Premises and to repair any damage caused by such removal, and provide further, that if TENANT has not removed its property and equipment within ten (10) days after the expiration or termination of this Lease, LANDLORD may elect to retain the same as abandoned property. In the event TENANT shall request LANDLORD’S permission, and LANDLORD shall permit TENANT to perform any alterations, changes additions, improvements or improvements in or repairs to the Leased Premises Demised Premises, TENANT shall (i) submit its plans and specifications to LANDLORD for its approval prior to the commencement of any construction, (ii) obtain all necessary permits prior to the commencement of any construction, (iii) only use contractors approved by LANDLORD, (iv) not permit any construction liens to be placed or any part thereof (excluding trade fixtures and typical office partitions) without remain on the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Demised Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements a construction lien shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become filed against the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Demised Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of work undertaken by TENANT, TENANT shall within ten (10) days of receiving notice of such lien, discharge the lien of record either by payment of the indebtedness to the lien claimant or by filing a bond as security therefore. All such work immediately after such lien attaches made by or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use behalf of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements TENANT shall be made at such times and performed in such manner as LANDLORD may designate and in accordance with all applicable laws and regulations of governmental authorities having jurisdiction over the same. All such work by TENANT or its contractors shall not to unreasonably interfere with the occupationwith, use impede or delay any work by LANDLORD or its contractors, tenants or TENANT’S contractors. All contractors engaged by TENANT shall be bondable, licensed contractors, possessing good labor relations, and enjoyment capable of the remainder of the Project by the other tenants thereofperforming quality workmanship.

Alterations. After the Commencement Date, Tenant shall not make additionsor permit any Alterations in, alterationson or about the Premises, changes or improvements except for nonstructural Alterations that do not impact the Building systems nor exceed One Thousand Dollars ($1,000.00) in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) cost, without the prior written consent of Landlord, and according to plans and specifications approved in writing by Landlord, which consent shall not be unreasonably withheld with respect withheld. Notwithstanding the foregoing Tenant shall not, without the prior written consent of Landlord, make any: (i) Alterations to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance exterior of the Leased Building; (ii) Alterations to and penetrations of the roof of the Building; and (iii) Alterations visible from outside the Premises, including the Common Area, to which Landlord may withhold Landlord’s consent on wholly aesthetic grounds. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements All Alterations shall be constructed installed at Tenant’s sole expense expense, in compliance with all applicable laws, by a licensed contractor, shall be done in a good and shallworkmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, upon completion thereof, and shall not diminish the value of either the Building or the Premises. All Alterations made by Tenant shall be and become the property of LandlordLandlord upon installation and shall not be deemed Tenant’s Personal Property; provided, however, that if Landlord may, informed Tenant at the time of its option, require Tenant, at Tenant’s sole cost and expense, approval of any Alterations that Tenant would be required to remove any such additions, alterations, changes or improvements Alterations from the Premises at the expiration or sooner termination of this Lease, then Tenant shall, at Tenant’s expense, remove such Alterations from the Premises at the expiration or sooner termination of this Lease and restore the Premises to repair any damages their condition existing prior to the Leased Premises caused by such removal provided Landlord has informed Tenant installation of such requirement at Alterations. Notwithstanding any other provision of this Lease, Tenant shall be solely responsible for the time maintenance and repair of Landlord’s approvalany and all Alterations made by it to the Premises. Tenant hereby agrees shall give Landlord written notice of Tenant’s intention to indemnify and defend Landlord against, and shall keep perform work on the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or Premises at least twenty (20) days prior to the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result commencement of such work immediately after such lien attaches or payment for the labor or material is due. to enable Landlord to post and record a Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ of Nonresponsibility or other liens shall attach to or affect Landlord’s interest in notice deemed proper before the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at commencement of any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofwork.

Alterations. (a) Tenant shall not make additionshave the right, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without having obtained the prior written consent of LandlordLandlord and Lender and provided that no Event of Default then exists, which (i) to make non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $50,000.00 with respect to the Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $50,000.00, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Premises is not diminished thereby. If the cost of any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $50,000.00 or if Tenant desires to make structural Alterations to the Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender, such approval not to be unreasonably withheld. (b) If Tenant makes any Alterations pursuant to this Paragraph 11 or as required by Paragraphs 10 or 15 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Premises shall not be unreasonably withheld lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with respect all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to alterationsbe maintained by Tenant hereunder, changes (v) if any such Work involves the replacement of Equipment or improvements which do not affect parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the structure, tenant improvements, or outward appearance greater of (A) the value and useful life on the date hereof of the Leased Premises. In Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event that Landlord consents to which required its replacement (assuming such additionsreplaced Equipment was then in the condition required by this Lease), alterations(vi) Tenant shall promptly discharge or remove all liens filed against any of the Premises arising out of such Work, changes or improvements(vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, then (viii) all additions, alterations, changes or improvements such Work shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, shall be subject to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and Tenant shall execute and deliver to repair Landlord any damages document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the Leased Premises caused extent requested by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord againstor required by this Lease, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premisesprovisions of Paragraphs 11 and 16(a), and agrees to obtain the discharge of any lien which attaches as a result of whether or not such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use Work involves restoration of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. 9.1 Landlord is under no obligation to make any structural or other alterations, decorations, additions, installations, improvements or other changes (collectively "Alterations") in or to the Premises except as otherwise expressly provided in this Lease. Tenant shall accept the Premises on the Lease Commencement Date in its "as-is" condition, with the exception of all furniture, fixtures and equipment located in the Premises as of the date of this Lease. All furniture, fixtures and equipment in the Premises as of the date of this Lease are owned by the tenant of the Premises existing as of the date of this Lease and may be removed by, or under the direction of, such tenant prior to the Lease Commencement Date. (a) Tenant shall not make additions, alterations, changes or improvements permit any other person or entity to make any Alterations in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the Landlord's prior written consent of consent. Landlord, which 's consent shall not be unreasonably withheld with respect to alterationsany proposed Alterations, changes or improvements which do not provided that Landlord may, in its sole and absolute discretion, withhold its consent to any Alterations that: (i) may affect the structurestructure of the Building; (ii) may affect the mechanical, electrical, plumbing, HVAC, life-safety, fire protection or any other system in the Building; (iii) may be visible from the exterior of the Premises or the Building if such proposed Alterations would not be consistent with first-class "white tablecloth" restaurant operations or with the first-class nature of the Building; (iv) may violate any Law; (v) may materially increase the cost of operating the Building; (vi) may materially reduce the value or utility of the Building; or (vii) may materially affect any service required to be furnished by Landlord to Tenant or any other tenant improvementsor occupant of the Building. (b) Any Alteration made by or on behalf of Tenant shall be made: (i) in a good, workmanlike, first-class and prompt manner; (ii) using only new materials selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, (iii) by an experienced, reputable contractor selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, provided that all Alterations which may affect any of those matters identified in Subsections 9.2(a)(i) through (iii) shall, at Landlord's election, be performed by Landlord's designated contractors or subcontractors, at Tenant's expense; (iv) in accordance with plans and specifications approved by Landlord, which approval shall not be unreasonably withheld; (v) in accordance with all applicable Laws; (vi) in accordance with the requirements and standards of the American Insurance Association and in accordance with the requirements of any insurance company insuring the Building or portion thereof; (vii) after having obtained any required consent of the holder of any Mortgage (as defined in Section 22.1); (viii) after Tenant has obtained public liability, worker's compensation, Builder's All-Risk, Completed Operations Coverage, and such other insurance policies reasonably required by Landlord, all in forms, amounts and issued by companies approved by Landlord consistent with the nature of the Alterations to be undertaken, which policies shall cover every person who will perform work with respect to the Alterations, in such detail as is reasonably satisfactory to Landlord; (ix) only after Tenant has obtained and delivered to Landlord unconditional waivers (in form reasonably satisfactory to Landlord) of mechanics' and materialmen's liens against the Premises and the Building from all proposed contractors, subcontractors, laborers and material suppliers for the subject Alterations; (x) after Tenant has delivered to Landlord a detailed breakdown by trade, of the total amount of costs to be incurred in connection with the design and construction of the Alterations; (xi) in accordance with all reasonable rules made by Landlord with respect to the use of elevators and loading docks, storage of materials, coordination of work with contractors, subcontractors and workmen of Landlord and other tenants of the Building, times for performance of work, and any other matters in connection with the construction of the Alterations; and (xii) after Tenant has delivered to Landlord a lien and completion bond for the Alterations naming Landlord as a co-obligee, or outward some alterative form of security reasonably satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of the Alterations. (c) Tenant and its architect shall be responsible to verify, in the field, the conditions of the Building, and Landlord shall have no responsibility in connection therewith. Notwithstanding that any plans and specifications for Alterations are reviewed by Landlord or any of its agents, and notwithstanding any advice or assistance which may be rendered to Tenant or any of its agents by Landlord or any of its agents, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in plans and specifications for Alterations. If Tenant fails to comply with the terms of this Article in connection with the construction of Alterations, Landlord may cause the cessation of construction of the same until such time as Tenant complies with the terms of this Article. Further, in the event the subject matter of non-compliance may affect any structural aspect of the Building, the exterior appearance of the Leased PremisesPremises or the Building, or the mechanical, electrical, plumbing, HVAC or any other system of the Building, Landlord may, at Tenant's expense, take such action as Landlord deems necessary to address the subject matter without incurring any liability on Landlord's part. Upon completion of any Alterations, Tenant shall, at its expense, deliver to Landlord (1) two sets of mylar reproducible "as-built" drawings and a CAD disk for such Alterations, (2) certifications executed by Tenant's architects, engineers and contractors for such Alterations, which certifications shall certify, to the best of their knowledge, that the "record-set" of as-built drawings for such Alterations are true and correct, and (3) copies of all permits, other governmental approvals, warranties, guaranties and operating manuals relating to the Alterations. In the event that Tenant orders any Alterations or repair work directly from Landlord consents or from any contractor selected by Landlord, the charges for such work shall be deemed additional rent, payable upon demand, either periodically during the construction or upon the substantial completion of such work, at Landlord's option. Whether or not Tenant orders any work directly from Landlord, Tenant shall reimburse Landlord upon demand for all actual and reasonable costs and expenses incurred by Landlord in connection with Alterations proposed to such additions, alterations, changes or improvementsbe made by Tenant to compensate Landlord for services relative to the coordination of the construction of the subject work with other activities in the Building. (d) If Landlord gives its consent to the making of any Alteration, then such consent shall not be deemed to constitute Landlord's consent to subject its interest in the Premises, the Building or the Land to any mechanic's or materialman's lien which may be filed in connection therewith. Tenant has no right, authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of Law or otherwise, to attach to or be placed upon the Premises, the Building and/or the Land, and any and all additionsliens and encumbrances created by Tenant shall attach to Tenant's interest only. Landlord shall have the right at all times to post and keep posted on the Premises any notice which it deems necessary for protection from such liens. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against the Premises, alterationsthe Building or the Land with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, changes and, in case of any such lien attaching or improvements notice of any such lien, Tenant covenants and agrees to cause the same to be immediately released and removed of record at Tenant's expense. In the event such lien is not released and removed within sixty (60) days after notice of such lien is delivered by Landlord to Tenant, Landlord, at its sole option, may take all action necessary to release and remove such lien (without any duty to investigate the validity thereof) and all sums, costs and expenses (including attorneys' fees), incurred or paid by Landlord in connection with such lien shall be constructed deemed additional rent under this Lease and shall be paid by Tenant to Landlord upon demand, it being expressly agreed that such discharge by Landlord shall not be deemed to waive or release Tenant's default in failing to discharge such lien. 9.3 If any Alteration is made without Landlord's prior consent, then following notice (which notice may be written or oral) and Tenant's failure to promptly correct such Alteration, Landlord shall have the right at Tenant’s sole 's expense to remove and shall, correct such Alteration and restore the Premises and the Building to their condition immediately prior thereto or to require Tenant to do the same. Tenant shall reimburse Landlord upon completion thereof, become demand for all costs and expenses incurred by Landlord in connection with the property same. All Alterations made by either party shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of Landlordthe Lease Term; provided, however, Landlord maythat (i) if Tenant is not then in default under this Lease, then Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings and equipment installed in the Premises solely at Tenant's expense, and (ii) Tenant shall, at its optionexpense, require Tenant, remove all Alterations which Landlord designates in writing for removal at the time Landlord approves installation of such Alteration. Landlord shall have the right to repair at Tenant’s sole cost 's expense all damage and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages injury to the Leased Premises or the Building caused by such removal provided Landlord has informed or to require Tenant to immediately do the same and repair all damage to the Premises and the Building caused by such removal. If any of such requirement the furniture, furnishing or equipment referenced above is not removed by Tenant prior to the expiration or earlier termination of the Lease Term, then, at Landlord's election, the time of same shall become Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, 's property and shall keep be surrendered with the Leased Premises. 9.4 Landlord shall have the right, Buildingin a reasonable manner, Project to prescribe the weight and Park free from all mechanics’ liens position of safes and other such liens arising from any work performedheavy equipment and fixtures, material furnishedwhich, or obligations incurred if considered necessary by Tenant or at the direction of Tenant in connection with the Leased PremisesLandlord, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and installed in such manner as not Landlord directs in order to unreasonably interfere distribute their weight adequately. Any reinforcement of the floors in the Premises required by Landlord to accommodate the weight of equipment, fixtures or other property which Tenant desires to install in the Premises shall be performed, at Tenant's expense, in accordance with the occupation, use terms of this Lease. Any and enjoyment all damage to the Premises or the Building (including the Building's systems and equipment) caused by moving the property of Tenant into or out of the remainder Building, or due to the same being in or upon the Building, shall be repaired at the sole cost of Tenant (whether repaired by Landlord or Tenant in accordance with the terms set forth below). Tenant shall reimburse Landlord upon demand for all actual and reasonable costs and expenses incurred by Landlord in connection with such repairs. Any such damage to the Premises shall be repaired by Tenant and any such damage to any other portion of the Project Building (including the Building's systems and equipment) shall be repaired by Landlord or, at Landlord's election, by Tenant. No furniture, equipment or other bulky matter of any description will be received into the Building or carried in the elevators except as reasonably approved by Landlord, and all such furniture, equipment and other tenants thereofbulky matter shall be delivered only through the designated delivery entrance of the Building and the designated freight elevator. All moving of furniture, equipment and other materials shall be under the supervision of Landlord, who shall not, however, be responsible for any damage to or charges for moving the same.

Alterations. Tenant Pledgor shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the obtain Lender’s prior written consent of Landlordto any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterationsalterations that could reasonably be expected to have a material adverse effect on Pledgor’s or Mortgage Borrower’s financial condition, changes the value of the related Individual Property, the Collateral or improvements which do the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not affect be required in connection with any alterations that will not have a material adverse effect on Pledgor’s or Mortgage Borrower’s financial condition, the structurevalue of the related Individual Property, the Collateral or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvementsimprovement work performed pursuant to the terms of any Lease executed in accordance with the terms hereof and the Mortgage Loan Agreement, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant (c) alterations performed in connection with the Leased Premises, Restoration of the related Individual Property in accordance with the terms and agrees provisions of this Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to obtain alterations to the discharge of any lien which attaches as a result of Improvements at the related Individual Property (other than such work immediately after such lien attaches amounts to be paid or payment for reimbursed by tenants under the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens Leases) shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time exceed the Alteration Threshold for such Individual Property (the “Threshold Amount”), Pledgor shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Pledgor’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and applied from time to time, during time at the term hereof, option of Lender to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, pay for such alterations or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use terminate any of the Leased Premisesalterations and restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property. Any of Tenant’s alterationsNotwithstanding the foregoing, additions, changes or improvements Pledgor shall be made at relieved of its obligation to deposit the security for certain alterations described above provided Mortgage Borrower is required to and does deliver such times and security to Mortgage Lender in such manner as not to unreasonably interfere accordance with the occupation, use Mortgage Loan Documents and enjoyment Lender received evidence acceptable to Lender of the remainder delivery of the Project by the other tenants thereofsuch security.

Alterations. Except as set forth on Exhibit “C” attached hereto, Tenant shall not without first obtaining Landlord’s written approval: (a) make or cause to be made any alterations, additions, alterations, changes or improvements in or to the Leased Premises (collectively, “Alterations”) (b) install or cause to be installed any part thereof fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, shades or awnings; or (excluding trade fixtures and typical office partitionsc) make any other Alterations to the Leased Premises without the prior first obtaining Landlord’s written consent of approval. Tenant may, without Landlord’s consent, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements make interior non-structural Alterations which do not affect the structuremechanical, tenant improvementselectrical, plumbing or outward appearance life safety systems of the Leased PremisesBuilding so long as the cost of all such Alterations in a twelve (12) month period do not exceed $10,000. The foregoing notwithstanding, if the proposed Alterations are, in Landlord’s judgment, likely to affect the structure of the Building or the electrical, plumbing, life safety or HVAC systems or otherwise adversely impact the value of the Building, such consent may be withheld at the sole and absolute discretion of Landlord; except for the foregoing, Landlord’s approval shall not be unreasonably withheld. Tenant shall present to Landlord plans and specifications for all Alterations at the time approval is sought. In the event that Landlord consents to such additionsthe making of any Alterations to the Leased Premises by Tenant, alterations, changes or improvements, then all additions, alterations, changes or improvements the same shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, made by Tenant at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of All such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at done only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld. All such times work with respect to any Alterations shall be done lien free and in such a good and workmanlike manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.diligently

Alterations. Tenant shall not make additions, no alterations, changes additions or improvements in or (collectively and individually, “Alterations”) to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitionsincluding the roof of the Building) without the prior written consent of Landlord. In all cases, which Tenant shall provide Landlord with written notice prior to performing any Alteration. Landlord’s consent may be granted or withheld by Landlord in its reasonable discretion. Landlord shall respond to Tenant’s request to make Alterations within thirty (30) days after receipt of such request, as long as the request includes reasonably detailed plans and specifications (as described below) and Landlord’s failure to object to any proposed Alterations within such time period shall be deemed approval of such Alterations. Tenant shall obtain all required permits for the Alterations and shall perform the Alterations in compliance with all Applicable Law. Any request for Landlord’s consent shall not be unreasonably withheld with respect made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to alterations, changes or improvements which do not affect Landlord. All Alterations affixed to the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements Premises (excluding trade fixtures) shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements shall be surrendered with the Premises at the expiration or sooner termination end of this Leasethe Term, and unless Landlord notifies Tenant that such Alterations must be removed by written notice delivered to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time that Landlord approves of such Alterations or, in the event Landlord’s approvalapproval of such Alterations is not required hereunder, within thirty (30) days following the date on which Tenant provides Landlord with written notice of such Alterations. Landlord shall oversee all Alterations performed pursuant to this Section 7.3 by either Tenant hereby agrees to indemnify and defend Landlord againstor the Services Company, and Tenant shall keep pay Landlord as compensation for its efforts a non-refundable management fee in the Leased Premises, Building, Project amount of fifteen percent (15%) of the cost and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations expense incurred by Tenant or at the direction of Tenant and/or Services Company in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately Alterations no later than ten (10) days after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants written demand thereof.

Alterations. Tenant shall may not make additionsany changes, alterations, changes improvements, or additions to the Premises or attach or affix any articles thereto without Landlord’s prior written consent, which consent Landlord shall not unreasonably withhold, condition, or delay. All alterations, additions, or improvements in which may be made upon the Premises by Landlord or to the Leased Premises or any part thereof Tenant (excluding except unattached trade fixtures and typical office partitionsfurniture and equipment owned by Tenant) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to removed by Tenant but shall become and remain the property of Landlord. All alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of and additions to the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements Premises (as permitted by Landlord) shall be constructed done only by Landlord or contractors or mechanics approved by Landlord and shall be at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not Landlord may reasonably approve. If Tenant shall make any alterations, improvements or additions to unreasonably interfere with the occupationPremises, use and enjoyment Landlord may require Tenant, at the expiration of this Lease, to restore the Premises to substantially the same condition as existed on the Commencement Date, provided that Landlord notified Tenant that it would require Tenant to remove such alterations, improvements or additions upon the expiration of the remainder Lease at the time Tenant requested Landlord’s consent for same. Any mechanic's or materialmen’s lien for which ▇▇▇▇▇▇▇▇ has received a notice of intent to file or which has been filed against the Property arising out of work done for, or materials furnished to or on behalf of Tenant, its contractors or subcontractors shall be discharged, bonded over, or otherwise satisfied by Tenant within thirty (30) days following the earlier of the Project date Landlord receives (a) notice of intent to file a lien or (b) notice that the lien has been filed. If Tenant fails to discharge, bond over, or otherwise satisfy any such lien, Landlord may do so at Tenant’s expense, and the amount expended by Landlord, including reasonable attorneys’ fees, shall be paid by Tenant within ten (10) days following ▇▇▇▇▇▇’s receipt of a bill from Landlord. Notwithstanding the other tenants thereofforegoing, Landlord’s consent shall not be required for any alteration that satisfies all of the following criteria (each, a “Cosmetic Alteration”): (i) is of a purely cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (ii) is not visible from the exterior of the Building; (iii) will not affect the systems or structure of the Building; and (iv) does not require work to be performed inside the walls or above the ceiling or below the floor of the Premises.

Alterations. (a) Tenant shall not make additionsmake, or permit to be made, any alterations, changes additions or improvements in or (“Alterations”) to the Leased Premises Premises, or any part thereof (excluding trade fixtures and typical office partitions) thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect withheld. Normal repair and maintenance work, including painting and re-carpeting, shall not be deemed to alterations, changes or improvements which do not affect be an Alteration to the structure, tenant improvements, or outward appearance of the Leased Premises. In Any Alterations to the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements Premises shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, in compliance with all Applicable Laws, and in accordance with plans and specifications submitted in writing to Landlord and approved in writing. Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until ten (10) days after Tenant’s receipt of such written consent. (b) All Alterations, including, but not limited to, heating, lighting, electrical, air conditioning, fire extinguishers, lighting fixtures, ballasts, light globes, and tubes, hot water heaters, fixed partitioning, drapery, wall covering and paneling, built-in cabinet work and carpeting installations made by Tenant, together with all property that has become an integral part of the Building, shall at once be and become the property of Landlord, and shall not be deemed trade fixtures, but are subject to removal as provided herein. (c) Tenant shall not be required to remove any such additions, alterations, changes or improvements the Tenant Improvements from the Premises at the expiration or sooner termination of this Lease, and nor shall Tenant shall be required to repair remove any damages Alterations from the Premises at the expiration or sooner termination of this Lease unless, with respect to the Leased Premises caused by any such removal provided Alterations, (i) Landlord has informed notified Tenant of such requirement in writing at the time of Landlord’s approval. consent to any such Alterations that Tenant hereby agrees would be required to indemnify and defend Landlord against, and shall keep remove such Alterations from the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnishedPremises at the expiration of the Term, or obligations incurred by (ii) Tenant or at made such Alterations to the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Premises without Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at prior written consent where such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofconsent is required.

Alterations. Tenant shall not 4.1 The full free right and liberty on giving 7 days prior written notice to enter upon the Premises to build on or into any dividing boundary or party walls or fences upon the Premises subject to all damage thereby occasioned being made good with all convenient speed by the person or persons exercising such right. 4.2 The full, free right and liberty to execute work and repairs and to make additions, alterations, changes or improvements in erections upon or to erect, rebuild or alter the Leased Estate, the Building (exclusive of the Premises) and adjoining buildings and the erection of scaffolding notwithstanding that the execution of the said works and repairs may temporarily interfere with the occupation, use, amenity or enjoyment of the Premises and subject to any damage thereby occasioned made good at all convenient speed. 4.3 The full, free right and liberty to the Landlord at all reasonable times to enter upon the Premises to view the state and condition of and to repair and maintain the Building and nearby premises if the works required to be done upon same cannot otherwise be carried out in a reasonably practicable manner, acknowledging that the access of light and air enjoyed by the Premises or any part thereof may thereby be interfered with; and subject to any damage thereby occasioned to the Premises being made good at all convenient speed by the person exercising such rights. 4.4 To the Landlord and the Vendor the full, free right and liberty to build upon or under, alter or develop or use in any manner (including the erection of scaffolding upon the Building) the Estate excluding trade fixtures the Premises and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes authorise any present or improvements which do not affect the structure, tenant improvements, future owner or outward appearance occupier of the Leased Premises. In Estate to demolish., build or rebuild, alter or develop the event that Landlord consents to such additions, alterations, changes buildings thereon or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become use the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove same in any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, manner provided same does not unreasonably interfere with materially affect the Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder Premises and business carried on therein. 4.5 The full, free right and liberty after due notice (if the Tenant shall fail to comply with any of the Project by covenants on the other tenants thereofTenant’s part relating to the repair, maintenance, upkeep, or layout of the Premises) to enter the Premises for the purpose of carrying out such works as are necessary to ensure that such covenants are complied with in full.

Alterations. Tenant shall not make additions, alterations, changes or All improvements in or and alterations to the Leased Premises or any part thereof to be made by Tenant shall be installed at the cost and expense of Tenant (excluding trade fixtures which cost shall be payable on demand by Landlord as additional rent), but only in accordance with plans and typical office partitions) without the prior written consent of specifications which have been previously submitted to and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved in writing by Landlord (which consent approval shall not be unreasonably withheld withheld). In connection with respect to any request for an approval of alterations by Tenant, Landlord may retain the services of an architect and/or engineer and Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer. All alterations, changes additions, improvements and partitions erected by Tenant shall be and remain the property of Tenant during the term of this Lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all alterations, improvements and partitions erected by Tenant and restore the Leased Premises to its original condition by the date of termination of this Lease or improvements which do not affect the structure, tenant improvements, or outward appearance upon earlier vacating of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, that, if at such time Landlord mayso elects, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes improvements and partitions shall become the property of Landlord as of the date of termination of this Lease or improvements upon earlier vacating of the Leased Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such removals and restoration shall be made at such times and accomplished in such a good workmanlike manner by contractors approved in writing by Landlord so as not to unreasonably interfere with damage the occupation, use and enjoyment primary structure or structural qualities of the remainder Building. All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all governmental laws, ordinances, rules and regulations and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall require to assure payment of the Project by the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other tenants thereofliens.

Alterations. Except for non-structural Alterations that (i) do not exceed $5,000 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require penetrations into the floor, ceiling or walls, and (v) do not require work within the walls, below the floor or above the ceiling, Tenant shall not make additions, alterations, changes or improvements permit any Alterations in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of first obtaining Landlord’s consent, which consent shall not be unreasonably withheld with withheld. With respect to alterationsany Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any Alteration, changes Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord, Liberty Property Trust and any other associated or improvements affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, which do approval shall not affect be unreasonably withheld, (iii) the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements Alteration shall be constructed at with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv) Tenant shall pay Landlord all reasonable costs and expenses in connection with Landlord’s review of Tenant’s sole expense plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary, and (v) upon Landlord’s request Tenant shall, upon completion thereofprior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction. Any Alteration by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and become the property of Landlord; providedLandlord unless Landlord gives notice to Tenant to remove it, howeverin which event Tenant will remove it, will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, will notify Tenant whether Tenant is required to remove any such additions, alterations, changes or improvements the Alterations at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify may install its trade fixtures, furniture and defend Landlord against, and shall keep equipment in the Leased Premises, Buildingprovided that the installation and removal of them will not affect any structural portion of the Property, Project and Park free from all mechanics’ liens and any Building System or any other such liens arising from any work performed, material furnished, equipment or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to facilities serving the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofany occupant.

Alterations. Tenant (a) Brillian shall not make any building or leasehold alterations or additions, alterationsincluding remodeling or signage, changes without first obtaining Master Landlord's and TFS's consent, which TFS's and Master Landlord's consent may be withheld in their sole discretion. If any such alterations or improvements in additions are made, Brillian agrees not to permit any mechanics' liens to be placed on the Sublet Premises or any portion thereof and to cause any contract for work to be done at the Sublet Premises to contain a waiver of the contractor's right to file a mechanics' lien. Any alterations of any kind to the Leased Sublet Premises or any part thereof (excluding thereof, except Brillian's trade fixtures which can be removed without damage or defacement to the Sublet Premises or any other portion of the Building, shall be surrendered with the Sublet Premises, as a part thereof, at the end of the Sublease Term; provided, however, that TFS may require at the time TFS and typical office partitionsMaster Landlord consent to such alteration or fixture Brillian to remove any alterations or fixtures made by Brillian, and to repair any damage to the Sublet Premises caused by such removal, all at Brillian's sole expense. Any alterations installed by Brillian shall be deemed a part of the Sublet Premises and shall be maintained and repaired by Brillian in the same manner as that required for all other portions of the Sublet Premises. (b) without Brillian shall have the prior written right to place a sign or signs on the facade of the Building, provided, however: (i) TFS (and the Master Landlord to the extent that such consent from the Master Landlord is required under the Master Lease) shall have the right to consent to the size, style, and location of Landlordany such signs, which consent shall not be unreasonably withheld or delayed; (ii) any such signs shall comply with respect to alterationsall applicable laws, changes or improvements which do not affect the structurerules, tenant improvementsregulations, or outward appearance and covenants, conditions, and restrictions of the Leased Premises. In the event record; and (iii) TFS may require that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to Brillian remove any such additions, alterations, changes or improvements signs at the expiration or sooner termination of this Lease, the Term and to repair any damages damage to the Leased Premises Building caused by such removal provided Landlord has informed Tenant of such requirement removal, all at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofBrillian's sole expense.

Alterations. Tenant Borrower shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the obtain Lender’s prior written consent of Landlordto any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterationsany alterations to any Improvements which may have a material adverse effect on Borrower’s financial condition, changes the value of any Property or improvements which do the Net Operating Income with respect to any Property. Notwithstanding the foregoing, Lender’s consent shall not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the Leased Premisesvalue of any Property or the Net Operating Income with respect to any Property, provided that such alterations (a) are either work performed pursuant to the terms of any Lease approved or deemed approved in accordance with the terms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget, (b) do not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any Building constituting a part of any Improvements and (c) the aggregate cost thereof for all of the Properties combined (not including the cost of any previous alterations which have been satisfactorily completed and indefeasibly paid for in full prior to the commencement of such new alterations), and agrees to obtain for any individual Property, does not exceed the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment Threshold Amount for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premisesapplicable Property, or Park as (d) are performed in connection with Restoration after the occurrence of a result thereofCasualty in accordance with the terms and provisions of this Agreement. Landlord hereby reserves If the right total unpaid amounts due and payable with respect to alterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for the Obligations any of the following: (i) cash or U.S. Obligations or (ii) an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (y) having a rating by S&P of not less than “A-1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender, and (z) with respect to which each Approved Rating Agency has issued a Rating Agency Confirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on such Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount and Lender may apply such security from time to time, during time at the term hereof, option of Lender to make any additions, pay for such alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Following the construction of any Tenant shall Improvements to the Premises under Article 4 above, Tenant will not thereafter make additions, any alterations, changes repairs, additions or improvements in or to the Leased Premises (for purposes of this Article, any of the foregoing being referred to as the “Work”) which (a) exceeds $200,000.00 in the aggregate during any 12-month period, (b) is visible from the exterior of the Building or (c) would add, disturb or in any part thereof (excluding trade fixtures and typical office partitions) way adversely change any Building Systems or structural portions of the Building, without the prior written consent of Landlord, the Landlord (which consent shall not be unreasonably withheld withheld, conditioned or delayed) as to the character of the Work, the manner of doing the Work including payment and financial security mechanisms associated therewith, and the contractor(s) doing the Work. Notwithstanding the foregoing, if reinforcement of the floor or any slab is required, as reasonably determined by Tenant’s architect, then Tenant may perform such Work subject to reasonably conditions which Landlord may impose as Landlord deems necessary or appropriate. For the Tenant Improvements and as a condition to Landlord’s consent to Work proposed by Tenant, Landlord may impose such conditions with respect thereto as Landlord reasonably deems appropriate, including, without limitation, requiring Tenant to remove such Tenant Improvements or Work at the end of the Term and repair any damages resulting from such removal (which shall be deemed required in the absence of Landlord’s written consent or agreement to the contrary), insurance against liabilities that may arise out of such Work, plans and specifications approved by Landlord and permits necessary for such Work. If such Work is performed by contractor(s) not retained by Landlord, Tenant shall upon completion of such Work, (i) deliver to Landlord evidence that payment for all such Work has been made by Tenant, contractors’ affidavits and full and final mechanic’s lien waivers and (ii) for Work requiring Landlord’s consent, pay to Landlord a construction supervision fee of four percent (4%) of the total hard cost of such Work, but in no event less than $500.00 to reimburse Landlord for the costs incurred by its construction manager in inspecting and supervising such Work (for avoidance of doubt, no such fee shall be required with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased PremisesTenant Improvements). In the event that Landlord consents to All such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements Work shall be constructed at Tenant’s sole expense done in a good and shallworkmanlike manner using quality materials and shall comply with all applicable governmental laws, upon completion thereofordinances, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost rules and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approvalregulations. Tenant hereby agrees to indemnify and defend hold Landlord againstfree and harmless from any liability, loss, cost, damage or expense (including reasonable attorney’s fees) by reason of any of such Work. The provisions of Article 17 of this Lease Agreement shall apply to all Work performed under this Article. Notwithstanding anything to the contrary herein, Tenant shall have the right to retain its own licensed and appropriately insured and bonded contractor to make future alterations which are cosmetic in nature, not visible from the exterior, and shall keep do not impact building structure or Building Systems without Landlord’s consent and with no overhead charges paid to same (provided that the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result aggregate cost of such work immediately after such lien attaches or payment for alterations in any 6-month period, measured as one project, does not exceed the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest threshold set forth in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use first sentence of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofimmediately preceding paragraph).

Alterations. During the Term, Tenant shall not have the right, at its discretion and its sole cost, without Landlord's consent, to make additions, alterations, changes (i) any alterations or improvements in or modifications to the Leased interior of the Building necessary or desirable in order to bring the Premises into conformity with Tenant's then-current prototype for similarly sized stores (provided same complies with the regulations of the City of Chico and does not affect the structural integrity of the Building) and (ii) any interior non-structural alterations or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of modifications it may desire. With Landlord's consent, which consent shall not be unreasonably withheld with respect to alterationswithheld, changes conditioned or improvements which do not affect delayed, Tenant shall have the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord mayright, at its option, require Tenant, at Tenant’s sole cost and expensecost, to remove alter, modify or reconstruct the exterior and/or structure of the Building or Other Improvements. Landlord's withholding of consent as to any exterior and/or structural alteration or modification shall be deemed reasonable only if same is materially inconsistent with the then-existing architecture of the Shopping Center or if such additionsalteration or modification would increase the ground floor gross leasable square footage of the Building, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages add an additional story to the Leased Premises caused by Building, result in the Building extending higher than thirty (30) feet above the ground, adversely affect the structural integrity of the Building or if Landlord's Mortgagee's consent is required to the alteration and if such removal provided Landlord has informed Tenant of Mortgagee fails or refuses to grant such requirement at the time of Landlord’s approval. Tenant hereby agrees shall cause all such alterations to indemnify be lien-free (in accordance with paragraph 13) and defend made and completed at Tenant's cost in a workmanlike manner and in compliance with all applicable law. Should Landlord's consent be required, conceptual plans and specifications for such work shall be provided to Landlord againstprior to commencement of any such work. Landlord shall be deemed to have consented to such work if written notice of disapproval, with reasons specified, is not received by Tenant within fifteen (15) business days following Tenant's delivery of such plans and specifications to Landlord. Without cost or expense to Landlord, Landlord shall cooperate with Tenant in the obtaining of any and all licenses, building permits, certificates of occupancy or other governmental approvals which may be required in with any such modifications or alterations, and Landlord shall keep the Leased Premisesexecute, Building, Project acknowledge and Park free from all mechanics’ liens and other such liens arising from deliver any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant documents reasonably required in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result furtherance of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofpurposes.

Alterations. Tenant shall not make or permit to be made any alte▇▇▇▇▇ns, additions, alterations, changes modifications or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures including without limitation painting and typical office partitionscarpeting) without the prior written consent of Landlord, which consent will not be unreasonably withheld, provided that such alterations, additions, modifications or improvements are not structural or involve Building systems in which case Landlord’s consent may be withheld in Landlord’s sole discretion. If Tenant desires to make any such alterations, additions, modifications or improvements, a duplicate set of plans for the same shall first be submitted to and approved by Landlord and Landlord shall have the right to request reasonable revisions and corrections to the plans, all of which corrections and revisions shall be incorporated by Tenant (with revised duplicate sets delivered to Landlord). All such work shall be done by Tenant, at its own expense, and Tenant agrees that all such work shall be done in a good and workmanlike manner (Landlord having the right to approve all contractors, all of whom shall be bonded and properly licensed) in accordance with the approved plans therefor and all applicable Requirements, that the structural integrity of the Building shall not be unreasonably withheld impaired, that no liens shall attach to the Premises or the Property by reason therefor, and that Tenant will secure all necessary permits pertaining to the aforementioned alterations, additions, modifications or improvements. Tenant shall reimburse Landlord upon demand therefor for all reasonable costs and expenses incurred by Landlord in connection with its review of such plans and the inspection of the work contemplated thereby. Tenant has no authority or power, express or implied, to create or cause to be created or to consent to any lien, charge or encumbrance of any kind against the Premises or the Property. Tenant shall pay before delinquency all costs for work done or caused to be done by Tenant in the Premises which could result in any lien or encumbrance on Landlord’s interest in the Property or any part thereof, shall keep the title to the Property and every part thereof free and clear of any lien or encumbrance with respect to such work and shall indemnify and hold harmless Landlord against any claim, loss, lien, cost, demand or legal or other expense, whether in respect of any lien, injury to person or property (including the Building) or otherwise, arising out of the work performed or to be performed at the Premises or the supply of material, services or labor for such work. Tenant shall immediately notify Landlord of any such lien, claim of lien or other action of which it has knowledge and which affects the title to the Property or any part thereof and shall cause the same to be removed within ten (10) days, failing which Landlord may take such action as Landlord deems necessary to remove the same and the cost thereof (including reasonable attorneys’ fees) shall be immediately due and payable by Tenant to Landlord. All alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterationsimprovements and fixtures (other than Tenant’s personal property, changes provided the same are installed at no cost or improvements, then all additions, alterations, changes expense to Landlord) which may be made or improvements installed by either party upon the Premises shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become remain the property of Landlord; providedLandlord and shall remain upon and be surrendered with the Premises, howeverunless Landlord requests their removal, Landlord mayin which event Tenant shall remove the same and restore the Premises to its original condition, at its option, require Tenanttaking into account normal wear and tear, at Tenant’s sole cost and expense, expense and Tenant shall pay the entire cost of such removal. If Tenant fails to remove any such additionsproperty and restore the Premises as aforesaid, alterations, changes or improvements at Landlord may do so and Tenant shall pay the expiration or sooner termination of this Lease, and entire cost thereof to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time within ten (10) days after Tenant’s receipt of Landlord’s approvalwritten demand therefor. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in In connection with the Leased Premises, and agrees to obtain the discharge installation of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractorsalterations, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterationsmodifications and improvements, changes or improvements (including without limitation, building additional stories) onany described in Article 2 hereof, in, or to Tenant shall be responsible for and pay any construction management fee charged by the Building and Project, and to build additional structures adjoining theretoproperty manager, provided same the fee does not unreasonably interfere with Tenant’s use exceed ten percent (10%) of the Leased Premises. Any sum of Tenant’s hard costs, soft costs and permit fees of any such installation of alterations, additions, changes modifications or improvements improvements; provided, however, that the construction management fee shall be made at such times and not exceed five percent (5%) with respect to the initial Tenant Improvements described in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofSection 2.4.

Alterations. A. Tenant shall have the right to make any alterations of and additions to the Improvements (including alterations arising due to casualty or condemnation), provided in all cases that no Events of Default exist hereunder and such alterations shall (a) not make additionsreduce the gross square footage of the Improvements, (b) not adversely affect the structural or systemic soundness of the Improvements, (c) not adversely affect the fair market value of the Demised Premises, (d) be undertaken with due diligence in a good and workmanlike fashion consistent with the first class nature of the Demised Premises, (e) not violate any law, regulation, restriction or requirements of this Lease, and (f) shall, in the case of alterations, changes or improvements in or the estimated cost of which exceeds $1,000,000, be under the supervision of architects/engineers reasonably satisfactory to Landlord and any mortgagee pursuant to plans and specifications reasonably approved by Landlord and any mortgagee. Tenant shall deliver to Landlord "as built" working drawings of any alteration within sixty (60) days of completion of construction thereof. B. The cost of any alteration shall be paid for by Tenant so that the Demised Premises and all portions thereof shall at all times be free of liens for labor and materials supplied to the Leased Demised Premises. The work of any alteration shall be prosecuted with reasonable dispatch. Tenant shall obtain and maintain, at its sole cost and expense, during the performance of such work, worker's compensation insurance covering all persons employed in connection with the work and with respect to which death or injury claims could be asserted against Landlord or Tenant or against the Demised Premises or any part thereof interest therein, together with comprehensive general liability insurance for the mutual benefit of Landlord and Tenant with limits of not less than Three Million Dollars (excluding trade fixtures and typical office partitions$3,000,000) without in the prior written consent event of Landlordinjury to one person, which consent shall not be unreasonably withheld with Ten Million Dollars ($10,000,000) in respect to any one accident or occurrence, and Two Million Dollars ($2,000,000) for property damage, and "builder's risk" insurance on a completed value form or other comparable coverage on the work. All such insurance shall be in a company or companies authorized to do business in the state in which the Demised Premises are located and rated A-XIII by A.M. Best's insurance ratings or other comparable and nationally recognized rating entity, and all such policies of insurance shall be delivered to Landlord endorsed "Premium Paid" by the company or agency issuing the same prior to the start of any such construction. C. No change, alteration, restoration or new construction shall be in or connect the Improvements with any property, building or other improvement located outside the boundaries of the Land, nor shall the same obstruct or interfere with any existing easement. D. Tenant shall notify Landlord in writing 30 days prior to commencing any alterations, changes additions or improvements to the Demised Premises which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event have been approved by Landlord so that Landlord consents shall have the right to such additions, alterations, changes record and post notices of nonresponsibility on the Demised Premises. E. All improvements and alterations made or improvements, then all additions, alterations, changes or improvements installed by Tenant shall be constructed at Tenant’s sole expense and shallimmediately, upon completion or installation thereof, become the property of Landlord without payment therefor by Landlord; provided, however, and shall be surrendered to Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at on the expiration or sooner termination of the term of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereof.

Alterations. Tenant Lessee shall not make additions, alterations, changes or improvements in or any alterations to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, the City which consent shall not be unreasonably withheld. City shall be deemed to have reasonably withheld with respect to alterationsor withdrawn consent unless each and every proposed alteration (i) shall not, changes individually or improvements which do not in the aggregate, lessen the fair market value of the Premises or materially affect the structure, tenant improvements, or outward appearance usefulness of the Leased Premises. In , either for Lessee’s business or the event that Landlord consents business of potential successor tenants, (ii) be accompanied by all final plans and specifications with any deviation therefrom constituting a separate alteration subject to such additionsthis Section 10, alterations(iii) be constructed by a California licensed contractor and under the direction of a California licensed architect satisfactory to the City, changes or improvementsand (iv) once consented to by the City, then shall be completed expeditiously in a good and workmanlike manner, with first class quality materials, and in compliance with all additionsapplicable legal and insurance requirements, alterations, changes or improvements (v) shall be constructed at Tenant’s sole expense in strict compliance with the additional conditions set forth in Section 10.4 hereof, and shall(vi) shall become a “Lessee Improvement” and part of the Premises and subject to this Lease, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its the City’s option, require Tenant, at Tenant’s sole cost and expense, to Lessee shall remove any such additionsalteration and restore the Premises to their condition prior to the making of same, alterationsnormal wear and tear excepted, changes or improvements at upon the expiration or sooner earlier termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof. The City shall exercise its option by 30 days’ notice given no later than 30 days after such expiration or termination and, to make any additionsif Lessee has not so removed and restored within 30 days after the City gives said notice, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to Lessee shall pay the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use City upon demand the reasonable rental value of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere Premises during the period beginning with the occupationdate immediately following said 30 days after the City gives its notice and ending with the date upon which the removal and restoration is completed and the City may, use but shall not be obligated to, remove such alteration and enjoyment restore the Premises and ▇▇▇▇▇▇ also shall pay the City its cost of the remainder of the Project by the other tenants thereofsame upon demand.

Alterations. Tenant shall not make additions, alterations, no changes or improvements in or to the Leased Premises or be demised premises of any part thereof (excluding trade fixtures and typical office partitions) nature without Owner's prior written consent. Subject to the prior written consent of LandlordOwner and to the provisions of this article, which consent shall not be unreasonably withheld with respect to Tenant at Tenant's expense, may make alterations, changes installations, additions or improvements which are non-structural and which do not affect utility services or plumbing and electrical lines, in or to the structureinterior of, tenant improvementsthe demised premises by using contractors or mechanics first approved by Owner. Tenant shall, or outward appearance of the Leased Premises. In the event that Landlord consents to such before making any alterations, additions, alterations, changes installations or improvements, then at its expense, obtain all additionspermits, alterationsapprovals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, changes approvals and certificates to Owner and Tenant agrees to carry and will cause Tenant's contractors and sub-contractors to carry such ▇▇▇▇▇▇▇'▇ compensation, general liability, personal and property damage insurance as Owner may require. If any mechanic's lien is filed against the demised premises, or improvements the building of which the same forms a part, for work claimed to have done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be constructed discharged by Tenant within ten days thereafter, at Tenant’s sole expense 's expense, by filing the bond required by law. All fixtures and all paneling, partitions, railings and like installations, installed in the premises at any time, either by Tenant or by Owner on Tenant's behalf, shall, upon completion thereofinstallation, become the property of Landlord; providedOwner and shall remain upon and be surrendered with the demised premises unless Owner, howeverby notice to Tenant no later than twenty days prior to the date fixed as the termination of this lease, Landlord elects to relinquish Owner's rights thereto and to have them removed by Tenant, in which event the same shall be removed from the premises by Tenant prior to the expiration of the lease, at Tenant's expense. Nothing in this article shall be construed to give Owner title to or to prevent Tenant's removal of trade fixtures, moveable office furniture and equipment, but upon removal of any such from the premises or upon removal of other installations as may be required by Owner, Tenant shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the premises after Tenant's removal shall be deemed abandoned and may, at its optionthe election of Owner, require Tenant, either be retained as Owner's property or may be removed from the premises by Owner at Tenant’s sole cost 's expense. Alterations and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred additions made by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project owned by the other tenants thereofTenant for depreciation purposes.

Alterations. 15.1 Tenant agrees that it shall not make or allow to be made any alterations, physical additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without first obtaining the prior written consent of LandlordLandlord in each instance. As used herein, which consent shall not be unreasonably withheld with respect the term “Minor Alteration” refers to alterations, changes or improvements which do an alteration that (a) does not affect the structure, tenant improvements, or outward outside appearance of the Leased PremisesBuilding and is not visible from the Common Areas, (b) is non-structural and does not impair the strength or structural integrity of the Building, and (c) does not materially or adversely affect the mechanical, electrical, HVAC or other systems of the Building. In Landlord agrees not to unreasonably withhold its consent to any Minor Alteration. Landlord’s consent to any other alteration may be conditioned, given, or withheld in Landlord’s reasonable discretion. Notwithstanding the event that foregoing, Landlord consents to any repainting, recarpeting, or other purely cosmetic changes or upgrades to the Premises, so long as (i) the aggregate cost of such work is less than $25,000.00 in any twelve-month period, (ii) such work constitutes a Minor Alteration (iii) no building permit is required in connection therewith, and (iv) such work conforms to the then existing Building standards. At the time of said request, Tenant shall submit to Landlord plans and specifications of the proposed alterations, additions, or improvements; and Landlord shall have a period of not less than fifteen (15) days therefrom in which to review and approve or disapprove said plans; provided that if Landlord determines in good faith that Landlord requires a third party to assist in reviewing such plans and specifications, Landlord shall instead have a period of not less than thirty (30) days in which to review and approve or disapprove said plans. Tenant shall pay to Landlord upon demand the cost and expense of Landlord in (A) reviewing said plans and specifications, and (B) inspecting the alterations, changes or improvements, then all additions, or improvements to determine whether the same are being performed in accordance with the approved plans and specifications and all laws and requirements of public authorities, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose. In any instance where Landlord grants such consent, and permits Tenant to use its own contractors, laborers, materialmen, and others furnishing labor or materials for Tenant’s construction (collectively, “Tenant’s Contractors”), Landlord’s consent shall be deemed conditioned upon each of Tenant’s Contractors (1) working in harmony and not interfering with any laborer utilized by Landlord, Landlord’s contractors, laborers, or materialmen; and (2) furnishing Landlord with evidence of acceptable liability insurance, worker’s compensation coverage, and if at any time such entry by one or more persons furnishing labor or materials for Tenant’s work shall cause such disharmony or interference, the consent granted by Landlord to Tenant may be withdrawn immediately upon written notice from Landlord to Tenant. If Tenant is using Tenant’s Contractors for Tenant’s construction, the contract with such Tenant’s Contractor(s) shall provide for a guaranteed maximum price or a stipulated sum as the contract amount and shall be fully executed and delivered by Tenant and Tenant’s Contractor(s) prior to the commencement of construction. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of alterations, changes additions, or improvements and for final approval thereof upon completion, and shall cause any alterations, additions, or improvements to be performed in compliance therewith and with all Applicable Laws (including without limitation, California Energy Code, Title 24) and all requirements of public authorities and with all applicable requirements of insurance bodies. All alterations, additions, or improvements shall be constructed diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to be better than (a) the original installations of the Building, or (b) the then standards for the Comparable Building. Upon the completion of work and upon request by Landlord, Tenant shall provide Landlord copies of all waivers or releases of lien from each of Tenant’s sole expense and shallContractors. No alterations, modifications, or additions to the Project or the Premises shall be removed by Tenant either during the Term or upon completion thereof, become the property Expiration Date or the Termination Date without the express written approval of Landlord; provided. Tenant shall not be entitled to any reimbursement or compensation resulting from its payment of the cost of constructing all or any portion of said improvements or modifications thereto unless otherwise expressly agreed by Landlord in writing. 15.2 Landlord’s approval of Tenant’s plans for work shall create no responsibility or liability on the part of Landlord for their completeness, howeverdesign sufficiency, or compliance with all laws, rules, and regulations of governmental agencies or authorities, including, but not limited to, the Americans with Disabilities Act. Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, require that Landlord’s contractors be engaged for any work upon the integrated Building mechanical or electrical systems or other Building or leasehold improvements. 15.3 At least five (5) days prior to remove the commencement of any work permitted to be done by persons requested by Tenant on the Premises, Tenant shall notify Landlord of the proposed work and the names and addresses of Tenant’s Contractors. During any such additionswork on the Premises, alterationsLandlord, changes or improvements its representatives, shall have the right to go upon and inspect the Premises at the expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord againstall reasonable times, and shall have the right to post and keep the Leased Premises, Building, Project posted thereon building permits and Park free from all mechanics’ liens and other such liens arising from notices of non-responsibility or to take any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees further action which Landlord may deem to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment be proper for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect protection of Landlord’s interest in the Project, Building, Leased Premises. 15.4 During such times as Tenant is performing work or having work or services performed in or to the Premises, or Park Tenant shall require its contractors, and their subcontractors of all tiers, to obtain and maintain commercial general liability, automobile, workers compensation, employer’s liability, builder’s risk, and equipment/property insurance in such amounts and on such terms as a result thereofare customarily required of such contractors and subcontractors on similar projects. The amounts and terms of all such insurance are subject to Landlord’s written approval, which approval shall not be unreasonably withheld. The commercial general liability and auto insurance carried by Tenant’s contractors and their subcontractors of all tiers pursuant to this section shall name Landlord, Landlord’s managing agent, and such other persons as Landlord hereby reserves the right at any time and may reasonably request from time to timetime as additional insureds with respect to liability arising out of or related to their work or services (collectively, during “Additional Insureds”). Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the term hereofbenefit of Landlord, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, inLandlord’s managing agent, or other Additional Insureds. Such insurance shall also waive any right of subrogation against each Additional Insured. Tenant shall obtain and submit to Landlord, prior to the Building and Projectearlier of (i) the entry onto the Premises by such contractors or subcontractors or (ii) commencement of the work or services, and certificates of insurance evidencing compliance with the requirements of this section. All of such alterations shall be insured by Tenant pursuant to build additional structures adjoining thereto, provided same does not unreasonably interfere with Article 13 of this Lease immediately upon completion thereof. 15.5 Tenant’s use initial improvement of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements Premises shall be made at such times governed by Exhibit C and in such manner as not to unreasonably interfere with the occupation, use and enjoyment provisions of the remainder of the Project by the this Article 15 (other tenants thereofthan Section 15.4).

Alterations. Tenant shall not make additionsno alterations, alterationsinstallations, changes or improvements additions in or to the Leased Premises or any part thereof the Project (excluding trade fixtures and typical office partitionscollectively, “Alterations”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld with respect to alterationswithheld, changes conditioned or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlorddelayed; provided, however, that it shall be deemed reasonable for Landlord mayto withhold its consent to any Alteration which conflicts with the construction rules and regulations, or adversely affects the structural portions of the Premises, the Building or the Project, or adversely affects the Building Systems or any portion thereof. Without limitation as to other grounds for Landlord withholding its consent to any proposed Alteration, Landlord may withhold its consent to a proposed Alteration if Landlord determines that such Alteration is not compatible with any existing or planned future certification of the Project under the LEED rating system (or other applicable certification standard). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics reasonably approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its option, require Tenant, at Tenant’s sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, in conformance with all Laws, pursuant to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Leasea valid building permit, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of in conformance with Landlord’s approvalconstruction rules and regulations. All Alterations shall be performed in accordance with the Tenant Sustainable Design & Construction Guidelines attached hereto as Exhibit “H” and incorporated herein. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not commence any work with respect to such Alterations prior to such date. Tenant hereby agrees to indemnify and defend Landlord againstindemnify, defend, and shall keep the Leased Premises, Building, Project hold Landlord free and Park free harmless from all mechanics’ liens and claims of lien, and all other such liens liability, claims and demands arising from out of any work performed, done or material furnished, or obligations incurred supplied to the Premises by Tenant or at the direction request of Tenant in connection with any Alterations, except to the Leased extent caused by the negligence or willful misconduct of Landlord. The foregoing notwithstanding, Tenant shall have the right to perform, without Landlord’s consent, non‑structural Alterations to the Premises which (1) do not affect any area of the Building outside of the Premises, (2) are not visible from the exterior of the Premises, (3) do not affect or involve the Building Systems, and agrees (4) do not require the issuance of a building permit and cost Five Hundred Thousand and 00/100 Dollars ($500,000.00) or less on a completed project basis (“Cosmetic Alterations”), provided Tenant shall deliver at least five (5) days’ prior written notice thereof to obtain Landlord describing the discharge work to be performed and such work is performed subject to and in accordance with this Article 9 in all other respects. Any wiring and cabling installed by or on behalf of Tenant or any lien which attaches of the Tenant Parties, must be marked and coded in a manner reasonably acceptable to Landlord to identify such facilities as a result belonging to Tenant and the point of commencement and termination of such work immediately after facilities and the purpose of such lien attaches lines (i) every six (6) feet outside the Premises (including the electrical room risers and any Common Areas), and (ii) at their termination points. Unless otherwise notified by Landlord, Tenant, at its expense and before the expiration or payment for the labor or material is due. Notice is hereby given to earlier termination hereof, shall remove all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit such wiring and no mechanics’ or other liens shall attach to or affect Landlord’s interest cabling installed in the Project, Building, Leased Premises, Premises or Park as a result thereof. Landlord hereby reserves the right at Common Areas by or for Tenant or any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times Tenant Parties and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofrepair any resulting damage.

Alterations. Except as provided in the immediately preceding subparagraph, Tenant shall not make additions, alterations, changes no structural or improvements in material alterations or additions to the Leased Premises ("Alterations") or Alterations having a cost in excess of sixty thousand dollars ($60,000.00) in any part thereof (excluding trade fixtures and typical office partitions) one instance without the prior written consent of Landlord, which consent shall not be withheld, delayed or conditioned, and then only by contractors or mechanics approved by Landlord in writing (which approval shall not be unreasonably withheld with respect withheld, delayed or conditioned) and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to alterationsthe Alterations in question, changes or improvements which to be prepared and submitted by Tenant, at its sole cost and expense. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to deliver plans and specifications to Landlord for non-structural alterations (i.e. alterations that do not affect the structureBuilding's structure or the Building's systems. Tenant shall, tenant improvementsat its sole cost and expense, obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or outward appearance material supplied to the Premises by or at the request of the Leased PremisesTenant in connection with any Alterations. In the event that Landlord consents to such additionsIf permitted Alterations are made, alterations, changes or improvements, then all additions, alterations, changes or improvements they shall be constructed made at Tenant’s 's sole cost and expense and shall, upon completion thereof, shall be and become the property of Landlord; , except that specialty Alterations may be removed by Tenant at the end of the Term (and Tenant shall repair any damages to the Premises caused by such removal) provided, however, that Landlord maymay inform Tenant, if requested by Tenant at its optionthe time of the making of such Alteration, that Landlord will require Tenant, at Tenant’s sole cost and 's expense, to remove any such additions, alterations, changes or improvements specialty Alteration at the expiration or sooner termination end of this Lease, the Term and to repair any damages to the Leased Premises caused by such removal provided removal. Any and all costs attributable to or related to the applicable building codes of the city in which the Building is located (or any other authority having jurisdiction over the Building) arising from Tenant's improvements shall be paid by Tenant at its sole cost and expense. With regard to repairs, Alterations or any other work arising from or related to this Article 5, Landlord has informed shall be entitled to receive an administrative/supervision fee up to a maximum of five percent (5%), only in cases where Tenant of such requirement at orders the time work directly from Landlord, in addition to a sum sufficient to compensate Landlord for all third party out-of-pocket costs of Landlord’s approval. The construction of initial improvements to the Premises shall be governed by the terms of the Tenant hereby agrees to indemnify and defend Landlord againstwork letter, attached hereto as Exhibit C, and not the terms of this Article 5. Landlord shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from not be due any work performed, material furnished, review or obligations incurred by Tenant or at the direction of Tenant management fee in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any construction of Tenant’s alterations, additions, changes 's Work or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofTenant's move-in.

Alterations. Tenant shall not make additionsmake, or suffer to be made, any alterations, changes improvements or improvements in additions in, on, about or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) “Alterations”), without the prior written consent of Landlord, which consent shall Landlord (not to be unreasonably withheld withheld) and/or without a valid building permit issued by the appropriate governmental authority, where required. As a condition to giving such consent, Landlord may require that Tenant agree to remove any Specialty Alterations in accordance with respect the provisions of Section 5(a) of Addendum One. Unless Landlord requires that Tenant remove any such Specialty Alteration, any Alteration, except movable furniture and trade fixtures not affixed to alterationsthe Premises, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost upon termination of the Lease and expense, to remove any such additions, alterations, changes or improvements shall remain upon and be surrendered with the Premises at the expiration or sooner termination of this Lease. Landlord will notify Tenant as to whether Landlord approves any proposed Alteration to be performed by Tenant within fifteen (15) days following Tenant’s submission to Landlord of Tenant’s request for consent to any such Alteration (including within such request, proposed plans and specifications, designation of architect and contractors, and other relevant information). If Landlord fails to repair any damages to the Leased Premises caused by such removal provided Landlord has informed notify Tenant of such requirement at the time of Landlord’s approvalapproval or disapproval within such fifteen (15) day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 13 OF THE LEASE. Tenant hereby agrees IF LANDLORD FAILS TO RESPOND WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE ALTERATIONS DESCRIBED HEREIN.” If Landlord fails to indemnify respond to such Second Request within fifteen (15) calendar days after receipt by Landlord, the plans in question shall be deemed approved by Landlord. Without limiting the generality of the foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and defend sub-panels), telephone/components, air conditioning, partitioning, drapery, and carpet installations made by Tenant, regardless of how affixed to the Premises, together with all other Alterations that have become an integral part of the Building, shall be and become the property of the Landlord againstupon termination of the Lease, and shall keep not be deemed trade fixtures, and shall remain upon and be surrendered with the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or Premises at the direction termination of Tenant in connection with this Lease. If, during the Leased PremisesTerm hereof, and agrees to obtain the discharge any Alteration is required by law, regulation, ordinance or order of any lien which attaches public agency as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased PremisesPremises for purposes other than office use, Tenant shall promptly make the same at its sole cost and expense. Any If during the Term, any alteration, addition, or change to the Common Area is Required by law, regulation, ordinance or order of any public agency, Landlord shall make the same and the cost of such alteration, addition or change shall be a Common Area Charge and Tenant shall pay Tenant’s alterations, additions, changes or improvements shall be made at such times and Pro Rata Share of said cost to Landlord as provided in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofParagraph 12 above.

Alterations. (a) Tenant shall not make additionsmake, suffer or permit to be made any alterations, changes additions or improvements in to or to of the Leased Premises or any part thereof thereof, or remove any portion of the Premises which is affixed thereto, or permanently attach any fixtures or equipment thereto (excluding trade fixtures collectively, the “Alterations”), without first notifying Landlord of such proposed Alterations and typical office partitions) without the prior obtaining Landlord’s written consent of Landlordconsent, which consent shall not be unreasonably withheld and which consent shall be requested by Tenant not legs than ten (10) days prior to the commencement of any such work. Landlord shall notify Tenant of its consent or disapproval to Alterations within ten (10) days following the later to occur of (x) receipt of Tenant’s notice requesting such consent and (y) the date upon which ▇▇▇▇▇▇▇▇ receives all documents and information reasonably requested in connection with respect its evaluation of the proposed Alteration. Tenant’s request for ▇▇▇▇▇▇▇▇’s consent to alterationsany proposed Alterations shall include a description of the proposed Alterations and shall be accompanied by materials sufficient to enable Landlord to evaluate the request. Depending on the nature and extent of the proposed Alterations, changes it is anticipated that such materials could range from paint chips, internally prepared diagrams, plans and specifications prepared by licensed architects and engineers, a description of proposed construction means and methods, the identity of any contractor or improvements subcontractor to be employed in the construction of the Alterations, the estimated cost of such work and the estimated time for performance thereof. ▇▇▇▇▇▇’s notice requesting consent shall describe the Alterations and the anticipated commencement date thereon so that Landlord may file a notice of nonresponsibility described in Sections 3094 and 3129 of the California Civil Code. The construction of the Tenant Improvements (as defined in the Work Letter) shall be governed by the terms of the Work Letter. However, Tenant shall not be obligated to obtain Landlord’s consent for a particular Alteration (although the above notice will always be required) in the following circumstances (“Minor Alterations”): (i) the cost of the Alteration in question and all work being done by Tenant in the Premises in connection with such Alteration does not exceed $150,000 and all prior Alterations for which do Landlord’s consent was not affect required will not exceed $300,000 in any twelve (12) month period; (ii) the structureAlteration in question will have no effect on the various systems of the Building, tenant improvementsincluding without limitation, the HVAC, plumbing and fire protection systems, the Building structure or outward the exterior appearance of the Leased PremisesBuilding, and (iii) such Alteration will not cause Tenant to exceed the maximum floor load for the Building. Except for Minor Alterations, Tenant shall pay to Landlord on demand an amount equal to two percent (2%) of all hard costs incurred by Tenant or its contractors or agents in connection with any Alterations to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision. In the event that Landlord consents to such additionsaddition, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shallexcept for Minor Alterations, upon completion thereofdemand, become Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with any Alterations, including, without limitation, the property costs of any third-party architects, engineers or consultants hired by Landlord to review drawings for Alterations. (b) Landlord may impose, as a condition of its consent to all Alterations such requirements as Landlord reasonably deems desirable including, but not limited to: (i) the requirement that upon Landlord; provided’s request, howevermade at the time such consent is given, Landlord may, at its option, require TenantTenant shall, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at Alterations upon the expiration or sooner any early termination of this Lease, the Lease Term and to repair any damages damage to the Leased Premises and Building caused by such removal provided removal; (ii) the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and/or (iii) require that Tenant fully comply with the provisions of Section 8700 of the California Civil Code or submit evidence satisfactory to Landlord has informed that Tenant is exempt from the requirements of such requirement at Section 8700. Notwithstanding the time foregoing, to the extent any Alterations would materially affect the systems of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, the HVAC, plumbing, and fire protection systems, the exterior of the Building or any equipment located on the exterior of the Building, any portion of the Project outside of the Building or any structural component of the Building, such Alterations shall be subject to Landlord’s consent in the exercise of its sole discretion; to the extent such Alterations would merely affect the systems of the Building, including without limitation, the HVAC, plumbing, and fire protection systems, but not materially, Tenant shall observe reasonable rules relating thereto established by Landlord. Tenant shall construct such Alterations and perform any repairs which Tenant is obligated to perform hereunder at Tenant’s cost and in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building additional stories) onpermit, inissued by the city and/or county in which the Building is located, in conformance with Landlord’s construction rules and regulations. Neither Landlord’s selection or approval of a contractor nor its approval of the plans, specifications and working drawings for Alterations shall create any responsibility or liability on the part of Landlord for the quality or adequacy of the contractor, for the completeness, design sufficiency, or compliance of such plans, specifications and working drawings with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the Building and Project, and end that the Premises shall at all times be a complete unit except during the period of work. Tenant shall cause all work to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and performed in such manner as not to obstruct access to the Project or the Common Areas for any other tenant of the Project, and as not to obstruct the business of Landlord or other tenants in the Project, or unreasonably interfere with the occupationlabor force working on the Project. Promptly upon completion of any Alterations, use and enjoyment if required by code, ▇▇▇▇▇▇ agrees to cause a Notice of Completion to be recorded in the office of the remainder Recorder of the Project county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to Landlord a reproducible copy of the “as built” drawings of the Alterations and, if available, such drawings in “CAD” format. (c) All Alterations which may be installed or placed in or about the Premises, and all signs installed in, on or about the Premises, from time to time, shall be at the sole cost of Tenant and shall be and become the property of Landlord, other than trade fixtures and equipment which may be removed without material damage to the Premises on the expiration of the Lease Term or its earlier termination; provided, however, that to the extent any trade fixtures and equipment were installed or placed in or about the Premises at the cost and expense of Landlord, such trade fixtures and equipment shall remain the property of Landlord upon expiration of the Lease Term or its earlier termination. If Tenant fails to complete such removal and/or to repair any damage caused by the other tenants thereofremoval of any Alterations, then as a matter which shall survive termination of this Lease, Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any Alterations by Tenant or at Tenant’s behest.

Alterations. (a) Notwithstanding anything contained herein to the contrary, Tenant shall inspect the demised premises on the Commencement Date and agrees to accept same “as is,” so long as Landlord’s Work has been completed pursuant to Article 89, and to be responsible, at Tenant’s sole expense, for any and all structural and nonstructural improvements, additions, changes, repairs, alterations, violations, and other work desired by Tenant or required by law within the demised premises. (b) Tenant shall not make additionsimprovements, alterationschanges, changes additions or improvements in alterations of any kind or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) nature, whatsoever, without the first obtaining Landlord’s prior written consent of Landlordthereto in each instance, which such consent shall not to be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlorddelayed; provided, however, Landlord mayshall not unreasonably withhold its consent for alterations which (i) are within the demised premises, (ii) are non-structural in nature, (iii) will not affect any Building system, (iv) do not require the issuance of any building permits, and (v) cost less than $200,000.00 in the aggregate. Tenant shall not construct or expand any mezzanines, if any. No consent or approval by Landlord shall be binding or effective unless in writing. Any alteration or repair which Tenant is either required or permitted to make under this Lease shall only be performed by contractors reasonably approved in writing by Landlord. In addition, notwithstanding the foregoing, Tenant may perform alterations which are non-structural and purely decorative in nature, such as painting and wall and floor covering, without Landlord’s prior written consent. (c) All work to be performed at its optionor with respect to the demised premises and all other work necessary for the operation of Tenant’s business at the demised premises shall be performed by Tenant and shall constitute “Tenant’s Work” hereunder. Such work shall be performed by Tenant at Tenant’s sole cost and expense using materials reasonably approved by Landlord and in accordance with the plans and specifications prepared by Tenant’s registered architect and duly licensed engineer in conformity with the provisions hereof. Tenant shall prepare and submit to Landlord for approval two (2) complete sets of plans and specifications covering Tenant’s Work prepared in conformity with the applicable provisions hereof which shall include complete, detailed architectural and engineering drawings and specifications, including construction, demolition, structural, mechanical, electrical, reflected ceiling, partition layout and all other applicable drawings and plans for any such improvements, changes, additions or alterations to be performed by Tenant that are structural in nature or require building permits (the “Plans and Specifications”). The Plans and Specifications shall contain sufficient information to convey Tenant’s proposed design to Landlord. If Landlord shall notify Tenant of any objections to such Plans and Specifications, Tenant shall make necessary revisions and resubmit the same for Landlord’s approval. (d) Tenant, at Tenant’s sole cost and expense, shall complete Tenant’s Work in accordance with the provisions of this Article 53 and the Lease. Tenant’s Work shall be deemed completed at such time as (i) all final certifications, approvals, licenses and permits with respect to remove Tenant’s Work and the permitted use that may be required from any governmental authority having jurisdiction, and from the New York Board of Fire Underwriters or any similar body for the use and occupancy of the demised premises have been obtained in accordance with the provisions of this Lease and delivered to Landlord; and (ii) Tenant, at its sole cost and expense, shall: (1) furnish evidence reasonably satisfactory to Landlord that all of Tenant’s Work has been completed and paid for in full, including without limit, delivery of final lien waivers, (and such work has been accepted by Landlord) and that any and all liens therefor that have been filed have been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived and no security interest relating thereto are outstanding; (2) pay Landlord for the reasonable, out-of-pocket third party cost of any Tenant’s Work done for Tenant by Landlord and all other charges due hereunder with respect to Tenant’s initial alterations only, (3) to the extent not previously provided, furnish to Landlord the insurance and certificates required by this Lease; and (4) furnish an affidavit in the form recommended by the American Institute of Architects from Tenant’s registered architect certifying that all work performed in the demised premises is in accordance with the Final Plans and Specifications. (e) All Tenant’s Work shall comply with: (i) all codes, laws, ordinances, order and regulations of all governmental authorities having jurisdiction, including, without limitation, the Building and Fire Codes of the City of New York; (ii) all applicable standards of the New York Board of Fire Underwriters, The National Electrical Code, The Occupational Safety and Health Administration, The American Society of Heating, Refrigeration and Air Conditioning Engineers, I.S.O., and any similar or successor bodies thereto; and (iii) the requirements of Landlord’s insurance carriers. (f) In connection with Tenant’s Work, Tenant shall cause to be prepared all drawings, plans and specifications, and all other reports, applications and materials, required by the Building Department of the City of New York and any other governmental authorities having jurisdiction with respect to Tenant’s Work and any permits and special licenses which may be required for or in connection with Tenant’s Work or the permitted use. Any and all filings of such drawings, plans, specifications, reports, applications and other materials with the Building Department of the City of New York and any other governmental authorities having jurisdiction shall be made solely by Tenant at Tenant’s sole cost and expense. Nothing herein shall be deemed to, or operate to, create any liability or other obligation on the part of Landlord in the event that any such additionsfilings shall not be approved by the Building Department of the City of New York or any other governmental authority having jurisdiction; provided, alterationshowever, changes that Landlord shall use good faith efforts to assist or improvements provide approvals with requests to Tenant’s obligations to obtain such permits, at no cost to Landlord. After such filings have been so approved, unless Landlord shall otherwise direct, Tenant, at its own cost and expense, shall cause the contractor and/or Tenant’s registered architect to: (i) prior to the commencement of Tenant’s Work, obtain all necessary permits and licenses required for Tenant’s Work from the Building Department of the City of New York and any other governmental authorities having jurisdiction; and (ii) upon completion of Tenant’s Work, obtain all necessary certificates of acceptance or completion which may be required from the Building Department of the City of New York and any other governmental authorities having jurisdiction. (g) Tenant’s contractors and subcontractors shall be required to provide, in addition to the insurance required of Tenant pursuant to the Lease, builders’ risk insurance, workers compensation, and public liability insurance, which policies shall contain endorsements naming the Landlord, and any Superior Mortgagee and any Superior Lessor as additional insured under such policies. The policies of insurance required to be carried under this Section 53(g) shall contain the following endorsement: “It is understood and agreed that the coverage of this policy shall not be canceled or modified by the company until the company has mailed written notice, by registered or certified mail, return receipt requested, to Landlord stating when, but in no event less than ten (10) days thereafter, such cancellation or modification in coverage shall be effective.” Prior to the commencement of Tenant’s Work, Tenant and Tenant’s contractors and subcontractors shall provide Landlord with copies of certificates or memoranda of insurance showing coverage as required under this Article 53, which certificate shall name Landlord, and any superior landlord and superior mortgagee as additional insured. Any insurance which Tenant, Tenant’s contractors or Tenant’s subcontractors are obligated to carry hereunder shall be issued by insurance companies authorized to do business in the State of New York and reasonably satisfactory to Landlord. (h) No item shall be mounted on or hung from the interior or exterior of the Building (except within the Demised Premises) by Tenant without Landlord’s prior written approval which may be arbitrarily withheld. If Tenant desires to mount or hang anything outside of the Demised Premises, Tenant shall notify Landlord of the loads involved and shall pay all costs involved. (i) Any approval or consent by Landlord shall in no way obligate Landlord in any manner whatsoever in respect to the finished product designed and/or constructed by Tenant, nor be deemed a representation or warranty of Landlord as to the adequacy or sufficiency of any matter approved or consented to for Tenant’s purposes or otherwise. Any deficiency in design or construction, although approved by Landlord, shall be solely the responsibility of Tenant. All work performed by or on Tenant’s behalf shall be done in a workmanlike manner. (j) Subject to Article 13 of this Lease, Landlord shall have the right to inspect Tenant’s Work at any time to verify compliance by Tenant with the provisions of this Article 53. (k) All improvements, additions or alterations to the demised premises, including, without limitation, light fixtures, HVAC equipment, plumbing and connected equipment such as sinks and toilets, all bathroom fixture, kitchen equipment, but excluding Tenant’s moveable trade fixtures, cabling, wiring, floor covering, wall covering, millwork, electronic security system shall, in accordance with the provisions of Article 3, become the property of Landlord and shall remain in the demised premises on the Expiration Date or sooner termination of this Lease unless, simultaneously with Landlord’s consent of the performance of same, Landlord requires removal of any such property upon the expiration or sooner termination of the Term in accordance with the provisions of Article 3. (l) All improvements, additions or alterations shall be promptly commenced and completed and shall be performed in such manner so as not to interfere with the occupancy of any other Tenant nor delay or impose any additional expense upon Landlord in the maintenance, cleaning, repair, safety, management and security of the Building or the Building’s equipment or in the performance of any improvements in the Building. (m) Tenant agrees that it will not at any time prior to or during the Term of this Lease, and to repair either directly or indirectly, knowingly employ or permit the employment of any damages to contractor, mechanic or laborer or permit any materials in the Leased Premises caused by such removal provided Landlord has informed Tenant demised premises, if the use of such requirement at the time of contractor, mechanic or laborer or such materials would, in Landlord’s approval. Tenant hereby agrees to indemnify sole and defend Landlord againstexclusive opinion, and shall keep the Leased Premisescreate any difficulty, Buildingwork slowdown, Project and Park free from all mechanics’ liens and sabotage, wild-cat strike, strike or jurisdictional dispute with other such liens arising from any work performedcontractors, material furnished, or obligations incurred mechanics and/or laborers engaged by Tenant or Landlord or others, or would in any way disturb the peaceful and harmonious construction, maintenance, cleaning, repair, management, security or operation of the Building or any part thereof or in any other building owned by Landlord (or an affiliate of Landlord or co-venturer of Landlord). In the event of any interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers, or all materials causing, in Landlord’s sole and exclusive opinion, such interference, difficulty or conflict, to leave or be removed from the Building immediately. Tenant shall use only Landlord’s contractors or such other contractors approved in writing in advance by Landlord. This Section 53(m) shall survive the expiration or sooner termination hereof. (n) Tenant shall do all things reasonably necessary to prevent the filing of any mechanic’s or other lien against the demised premises or any other portion of the Building or the interest of Landlord or any mortgagee by reason of any work, labor, services or materials performed or supplied or claimed to have been performed for or supplied to Tenant, or anyone holding the demised premises, or any part thereof, through or under Tenant. If any such lien due to Tenant shall at any time be filed, Tenant shall either cause the direction same to be vacated and canceled of record within thirty (30) days after the date of the filing thereof or, if Tenant in good faith determines that such lien should be contested, Tenant shall furnish such security, by surety bond or otherwise, as may be necessary or prescribed by law to release the same as a lien against the demised premises and the Building and to prevent any foreclosure of such lien during the pendency of such contest. If Tenant shall fail to vacate or release such lien in the manner and within the time period aforesaid, or such additional time as may be reasonably necessary in the event Tenant is prosecuting the removal of such lien in good faith, then, in addition to any other right or remedy of Landlord resulting from Tenant’s said default, Landlord may, but shall not be obligated to, vacate or release the same either by paying the amount claimed to be due or by procuring the release of such lien by giving security or in such other manner as may be prescribed by law. Tenant shall repay to Landlord, on demand, all reasonable out of pocket sums disbursed or deposited by Landlord pursuant to the foregoing provisions of this Article, including Landlord’s cost and expenses and reasonable attorneys’ fees incurred in connection with therewith. Nothing in this Lease contained shall be deemed or construed in any way as constituting the Leased Premisesconsent or request of Landlord, and agrees express or implied by inference or otherwise, to obtain any contractor, subcontractor, laborer or materialman for the discharge performance of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is duethe furnishing of any materials for any specific improvement, alteration to or repairs of the demised premises, the Building or any part thereof, nor as giving Tenant a right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics or other liens against Landlord’s interest in the demised premises or the Building. Notice is hereby given to all Tenantthat neither Landlord, Landlord’s contractorsagents, subcontractors, materialmen or suppliers that Landlord is not nor any mortgagee shall be liable for any labor or materials furnished or to be furnished to Tenant on credit upon credit, and that no mechanics’ mechanic’s or other liens lien for such labor or materials shall attach to or affect any estate or interest of Landlord’s interest in the Project, Building, Leased Premises, or Park any mortgagee in and to the demised premises or the Building. (o) Before commencing any work or alteration that will cost more than $200,000.00 (exclusive of the cost of work purely decorative in nature), as estimated by an architect or contractor designated by Landlord, Tenant shall furnish to Landlord either (i) a result thereof. Landlord hereby reserves the right at any time performance bond and from time a labor and materials payment bond (issued by a corporate surety licensed to timedo business in New York and approved by Landlord), during the term hereof, each in an amount equal to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in125% of such estimated cost and in form satisfactory to Landlord, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements (ii) such other security as shall be made at such times and satisfactory to Landlord in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofits sole judgment.

Alterations. Tenant will not paint, decorate or change the architectural treatment of any part of the exterior of the Premises or construct any changes to the interior of the Premises, without Landlord’s prior written approval thereto, and will promptly remove any paint, decoration, alteration, addition or changes applied or installed without Landlord’s approval or take such other action with respect thereto as Landlord directs. Tenant shall not make additions, any structural alterations, additions or changes or improvements in or to the Leased Premises or any part thereof Premises. Tenant may, at its own cost and expense erect shelves, bins, racks and removable (excluding i.e., not attached to the realty) trade fixtures (collectively “Trade Fixtures”) in the ordinary course of its business provided such items do not alter the basic character of the Premises, do not damage the Premises, may be removed without injury to the Premises and typical office partitions) without the prior written construction, erection and installation thereof complies with all legal requirements and other provisions of this Lease. If Landlord grants consent of Landlord, which consent shall not be unreasonably withheld with respect to any requested alterations, changes or improvements the alterations shall be performed in a good, workmanlike and lien free manner in accordance with all applicable legal requirements and any restrictions which do not affect the structure, tenant improvements, or outward appearance of the Leased Premisesmay be imposed by Landlord as a condition to its consent. In the event that Landlord consents to such additions, All alterations, changes changes, additions and all leasehold improvements made by Tenant or improvementsmade by Landlord on Tenant’s behalf and all fixtures installed by Tenant which are not Trade Fixtures are herein collectively referred to as “Tenant Additions”, then all additions, alterations, changes or improvements and shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided. Such Tenant Additions shall not be removed by Tenant on, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes before or improvements at the following expiration or sooner termination of this Lease, and to repair any damages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Lease without Landlord’s approval. Tenant hereby agrees consent except as may be required pursuant to indemnify and defend Landlord against, and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Project, Building, Leased Premises, or Park as a result thereof. Landlord hereby reserves the right at any time and from time to time, during the term hereof, to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in, or to the Building and Project, and to build additional structures adjoining thereto, provided same does not unreasonably interfere with Tenant’s use of the Leased Premises. Any of Tenant’s alterations, additions, changes or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the remainder of the Project by the other tenants thereofSection 27.1.