Common use of Alterations Clause in Contracts

Alterations. Except as otherwise agreed by the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepted.

Alterations. Except as otherwise agreed by Landlord hereby consents to certain Tenant Improvements, on the Parties in writing, Operator terms and subject to the conditions of Exhibit C. Tenant shall not paintmake or permit any Alterations in, decorate, install canopies on or awnings, or in any way change about the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator Premises without the prior written consent of IPSLandlord, and according to plans and specifications approved in writing by Landlord, which consent and approval shall not be unreasonably withheld, conditioned or delayed. Operator shall have Except in the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation case of the SchoolTenant Improvements which are the subject of the Initial Installation, all Landlord, at no cost to IPS. No additions its sole option, may, however, require as a condition to the existing Building or granting of any such consent, that Tenant provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1½) times any and all estimated costs of any intended improvements to the construction Premises, to insure Landlord against any liability for mechanics’ and materialmen’s liens and to insure completion of new buildings the work. Except in the case of the Tenant Improvements which are the subject of the Initial Installation, and unless otherwise agreed in writing by Operator 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 permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities installed at Tenant’s sole expense (except as expressly set forth in this Lease), in compliance with all applicable laws (including, without limitationbut not limited to, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingsThe American With Disabilities Act, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the any state or local authority responsible for licensing building contractors building, fire or safety codes, ordinances or regulations), the Rules and approved Regulations and the CC&R’s, by IPS, such approval not to Landlord’s contractor unless otherwise agreed by the parties. All Alterations shall be unreasonably withheld. Operator hereby agrees to indemnify done in a good and save harmless IPS from any workmanlike manner conforming in quality and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason design with the Premises existing as of the installation Commencement Date, and shall not diminish the value of any Alteration or fixtures, equipment, or partitions by Operator as herein providedthe Project. No installation of, repair to, or other activity concerning equipment within or other All Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, by Tenant shall be and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, Landlord upon installation and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation Tenant’s Personal Property. Notwithstanding any other provisions of this Lease, Tenant shall be solely responsible for the maintenance and repair of any and all Alterations made by it to the Premises. Tenant shall give Landlord written notice of Tenant’s 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 affirmation regarding compliance with other notice deemed proper before the commencement of any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedAlterations.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made in improvements to the Building by Operator Premises without the prior written consent of IPSLandlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withheld. Operator shall have withhold its consent to any alterations, additions or improvements to the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation Premises which cost less than One Dollar ($1.00) per square foot of the School, all at no cost to IPS. No additions to improved portions of the existing Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or the construction of new buildings by Operator shall outside areas (or be permitted. Operator may attach non-permanent materials and fixtures to the walls visible from adjoining sites), or (ii) affect or penetrate any of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Upon Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and requirements as to the expiration or earlier termination of this Agreementmanner, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingstime, and equipment installed on contractor for performance of the Building work. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be maintained by Operatorentitled to a supervision fee in the amount of five percent (5%) of the cost of the work. If any governmental entity requires, at Operator’s expense, in good as a condition and repair. All permitted to any proposed alterations, changes, partitions, and installations of additions or improvements (to the “Alterations”) shall be performed Premises by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ feesTenant, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations improvements be made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningCommon Areas, and other mechanical facilities or equipment; or (f) otherwise affect if Landlord consents to such improvements to the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this AgreementCommon Areas, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if not removed within 10 days after written demand from IPS to Operator to remove the samerequired by Landlord, at IPS’ option Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of IPS, Landlord and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring surrendered with the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities Premises at the end of the Term Term, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant's request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in good condition and repairthis Lease or in any Exhibit to this Lease, ordinary wear and tear and damage by casualty should Landlord make any alteration or condemnation exceptedimprovement to the Premises for Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred.

Alterations. Except as otherwise agreed by the Parties in writing, Operator (a) Tenant shall not paintbefore or during the Term make or suffer to be made any alterations, decorateadditions or improvements in or to the 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 the electrical, install canopies mechanical, heating, ventilation or awningsair conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in any way change 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 exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made Building Systems that in the Building by Operator aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of IPSLandlord; provided, which however, that Tenant shall not be unreasonably withheld. Operator shall have the right to install provide Landlord copies of all furniturepermits, furnishings, equipment plans and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions other related documents in connection with such Alterations. (b) Any Alteration to the existing Building or the construction of new buildings by Operator Premises shall be permitted. Operator may attach non-permanent materials at Tenant’s sole cost and fixtures to the walls of the Facilities expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways requirements of any insurer providing coverage for the Building. Upon Premises or the expiration Building or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingspart thereof, and equipment installed on the Building in accordance with plans and specifications approved in writing by Landlord, and shall be maintained by Operator, at Operator’s expense, in good condition constructed and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed installed by a contractor duly licensed reasonably approved in writing by the state or local authority responsible for licensing building contractors and approved by IPSLandlord. As a further condition to giving consent, such approval not with respect to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, Alterations that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely could affect the structural integrity components of the Building; Building Systems or which in the aggregate exceed One Million Dollars (b$1,000,000.00) impair in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or affect other permits or licenses required must be furnished to Landlord, and, once the weather-tight condition Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the roof 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 under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. 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 decrease death of one person in any one accident or occurrence and in the roof’s useful life; 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) overload electrical circuits Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose installation of such personal property Alterations and unattached equipment Landlord has approved such date in its sole discretion and without writing, in order that Landlord may post appropriate notices to avoid any liability to account contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to Operator; provided, Operator shall reimburse IPS for be posted and to remain posted until the costs completion of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedwork.

Alterations. Except A. Tenant shall not make or allow to be made (except as otherwise agreed by provided in this Lease Agreement) any alterations or physical additions (including fixtures) in or to the Parties in writingLeased Premises (which for the purposes hereof includes the placement of safes, Operator shall not paintvaults and other heavy furniture or equipment), decorate, install canopies or awnings, or in any way change without first obtaining the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPSLandlord; provided, however, Landlord’s consent to (i) any alterations or physical additions (including fixtures) to the Leased Premises which do not affect the HVAC, plumbing, electrical or mechanical systems or structural elements of the Leased Premises or the Building or (ii) the placement of safes, vaults or other heavy furniture or equipment within the Leased Premises, shall not be unreasonably withheld, conditioned or delayed. Operator In addition, Tenant shall have not be permitted to take x-rays or core drill or penetrate the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation floor of the SchoolLeased Premises or any other floor of the Building without first obtaining the Landlord’s consent, all at no which consent shall not be unreasonably withheld, conditioned or delayed. However, notwithstanding the foregoing, Landlord acknowledges and agrees that Tenant may drill into the floor slab for plumbing associated with drainage, the location and scheduling thereof to be consented to by Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The cost of any consultant or engineer hired by Landlord in connection with such work undertaken by Tenant shall be paid for by Tenant as additional rent hereunder. Tenant shall submit requests for consent to IPSmake alterations or physical additions together with copies of the plans and specifications for such alterations. No Subsequent to obtaining Landlord’s consent and prior to commencement of construction of the alterations or physical additions, Tenant shall deliver to Landlord the building permit, a copy of the executed construction contract covering the alterations and physical additions 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 defined on Exhibit I) as additional insureds. Tenant shall pay to Landlord upon demand a review fee in the existing Building or amount of Landlord’s actual costs incurred to compensate Landlord for the cost of review and approval of the plans and specifications and for additional administrative costs incurred in monitoring the construction of new buildings the alterations, all such charges to Tenant to be reasonable. 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, and shall reimburse Landlord for the cost incurred by Operator Landlord to update its current architectural plans for the Building. B. Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties from and against all costs (including reasonable 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 not be deemed to be the agent or representative of Landlord in making any such alterations, physical additions or improvements to the Leased Premises, and shall have no right, power or authority to encumber any interest in the Complex in connection therewith other than Tenant’s leasehold estate under this Lease Agreement. However, should any 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 cause the same to be canceled or 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 permitteddeemed to be an Event of Default hereunder without the necessity of any further notice, 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 demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such lien or liens. D. Tenant shall cause all alterations, physical additions, 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. Operator may attach non-permanent materials Tenant acknowledges and fixtures 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 or release Tenant from its obligations under this Section 10.D. E. 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 walls Leased Premises to accommodate disabled employees and customers of the Facilities Tenant, including, without limitation, compliance with the cafeteriaAmericans with Disabilities Act (42 U.S.C. §§ 12101 et seq.) and the Texas Architectural Barriers Act (Texas Government Code, libraryChapter 469) (collectively, common areasthe “Accommodation Laws”) to the extent interpreted and enforced from time to time, groundsas well as all applicable regulatory requirements promulgated by the Centers for Medicare and Medicaid Services (“CMS”), parking lot the State of Texas, Occupational Safety and driveways Health Administration and the administrative regulations promulgated thereunder and all other federal, state and local statutory and regulatory requirements and building codes, including, without limitation, state hospital licensing standards and CMS certification regulations (collectively, the “Healthcare Laws”). Except to the extent provided below, Landlord shall be responsible for making all accommodations and alterations to the Common Areas of the BuildingBuilding necessary to comply with the Accommodation Laws and any other federal, state and local statutory and regulatory requirements and building codes. Upon Notwithstanding the expiration foregoing, Landlord may perform, at Tenant’s sole cost and expense, any accommodations or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed alterations that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed required by the state Accommodation Laws and/or Healthcare Laws or local authority responsible for licensing building contractors and approved that are required by IPS, such approval not any governmental official acting pursuant to be unreasonably withheld. Operator hereby agrees the Accommodation Laws and/or Healthcare Laws to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason area outside of the installation of Leased Premises which are triggered by any Alteration alterations or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made additions to the Building shall: (a) adversely affect Leased Premises or by the structural integrity proposed use of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, Premises as described in Section 3 and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator Tenant shall reimburse IPS Landlord for the costs such cost and expense within thirty (30) days of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepteddemand.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paintinstall any signs, decoratefixtures, install canopies improvements, nor make or awningspermit any other alterations or additions (individually, or in any way change an “Alteration”, and collectively, the Building exterior (or “Alterations”) to the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator Premises without the prior written consent of IPSLandlord, except for Alterations that cumulatively cost less than Twenty Five Thousand Dollars ($25,000.00) and which do not affect the Building systems or the structural integrity or structural components of the Premises or the Building. In all events, Tenant shall deliver at least ten (10) days prior notice to Landlord, from the date Tenant intends to commence construction, sufficient to enable Landlord to post a Notice of Non-Responsibility and Tenant shall obtain all permits or other governmental approvals prior to commencing any of such work and deliver a copy of same to Landlord. All Alterations shall be at Tenant’s sole cost and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and shall be installed by a licensed, insured, and bonded contractor (reasonably approved by Landlord) in compliance with all applicable Laws (including, but not limited to, the ADA), and all recorded matters and rules and regulations of the Industrial Center. In addition, all work with respect to any Alterations must be done in a good and workmanlike manner. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall not be unreasonably withheldcreate nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any laws, ordinances, rules and regulations of governmental agencies or authorities. Operator In performing the work of any such Alterations, Tenant shall have the right work performed in such a manner as not to install all furnitureobstruct access to the Industrial Center, furnishings, equipment and signage it reasonably deems necessary or desirable the Common Areas for its operation any other tenant of the SchoolIndustrial Center, all at no cost and as not to IPSobstruct the business of Landlord or other tenants in the Industrial Center, or interfere with the labor force working in the Industrial Center. No additions Except with respect to the existing Building Tenant Improvements set forth in Exhibit F attached hereto, as Additional Rent hereunder, 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 one percent (1%) of the total cost of the Alterations. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant in accordance with the terms of this Lease immediately upon completion thereof. Tenant shall keep the Premises and the property on which the Premises are situated free from any liens arising out of any work performed, materials furnished or the obligations incurred by or on behalf of Tenant. Tenant shall, prior to construction of new buildings any and all Alterations, cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Operator Landlord, and Tenant shall be permitted. Operator may attach non-permanent materials and fixtures provide such assurances to the walls of the Facilities includingLandlord, including without limitation, the cafeteriawaivers of lien, library, common areas, grounds, parking lot and driveways surety company performance bonds as Landlord shall require to assure payment of the Building. Upon costs thereof to protect Landlord and the expiration or earlier termination of this Agreement, Operator may remove Industrial Center from and against any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS loss from any and all costs or expensesmechanic’s, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, materialmen’s or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedliens.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in make any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, additions or structural change shall be made in improvements to the Building by Operator Premises without the prior written consent of IPSLandlord. Notwithstanding the foregoing, which shall not be unreasonably withheld. Operator Tenant shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach mechanical systems that are non-permanent materials structural in nature for Tenant’s operations so long as Tenant obtains Landlord’s prior written approval of same and fixtures to the walls Tenant complies with all terms and conditions of the Facilities includingthis Paragraph 6. Additionally, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon Tenant shall remove such mechanical systems at the expiration or earlier termination of the Lease and restore the Premises to their original condition if Landlord informs Tenant at any time during the term of the Lease of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertyrequirement. Any improvementsalterations, furnishings, and equipment installed on the Building additions or improvements performed by Tenant shall be maintained by Operator, at Operator’s expense, in good condition accordance with all of the terms and repairconditions of this Paragraph 6. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) work to be performed by Tenant under this Paragraph 6 shall be performed in accordance with plans and specifications approved in advance by a contractor duly Landlord and in compliance with all applicable codes, rules, regulations, ordinances and laws by licensed contractors who are approved in advance by Landlord and who carry policies of workers’ compensation and liability insurance in minimum coverage amounts acceptable to Landlord. Tenant shall furnish copies of insurance certificates evidencing the state required insurance coverage prior to commencing any work and Landlord shall be designated as an additional insured on such certificates. Tenant shall furnish to Landlord written evidence of security to assure Landlord that all work performed pursuant to this Paragraph shall be free and clear of all mechanic’s liens or local authority responsible for licensing building contractors other liens, encumbrances, security interests and approved by IPScharges. Tenant shall indemnify, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify defend, protect and save hold Landlord Entities harmless IPS from and against any and all costs or expenses, (including attorneys’ feesfees and court costs), losses, expenses, damages and other liabilities arising out of or in connection with the work performed in accordance with this Paragraph. Tenant, at its own cost and expense, may erect such shelves, bins machinery and trade fixtures as it desires provided that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect such items do not alter the structural integrity basic character of the Building; Premises or the building and/or improvements of which the Premises arc a part, (b) impair such items do not overload or affect damage the weather-tight condition of the roof or decrease the roof’s useful life; same, (c) overload electrical circuits or equipment; such items may be removed without injury to the Premises, and (d) overload the construction, erection or unreasonably burden plumbinginstallation thereof complies with all applicable governmental laws, waterordinances, or sanitary sewage disposal facilities; (e) overloadregulations and with Landlord’s specifications and requirements. All alterations, unreasonably burdenadditions, or otherwise adversely affect heatingimprovements and partitions erected by Tenant shall be and remain the property of Tenant during the term of this Lease. All shelves, air conditioningbins, machinery and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment trade fixtures installed by Operator may Tenant shall be removed at on or before the earlier to occur of the date of termination of this AgreementLease or vacating the Premises, provided that Operator at which time Tenant shall repair any restore the Premises to their original condition. All alterations, installations, removals and all restoration shall be performed in a good and workmanlike manner so as not to damage caused by or alter the removal primary structure or structural qualities of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination and other improvements situated on the Premises or of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove which the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications Premises are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedpart.

Alterations. a. Except as otherwise agreed by the Parties in writinghereinafter expressly provided, Operator Tenant shall not paint, decorate, install canopies make or awnings, or in permit to be made any way change the Building exterior (or the appearance thereof). No remodelingalterations, additions, alterations, changes or structural change shall be made improvements in or to the Building by Operator Leased Premises or any part thereof without first obtaining the prior written consent of IPSLandlord thereto (which consent Landlord agrees not to unreasonably withhold with respect to nnn-structural alterations, additions, changes or improvements, provided Tenant has fully complied with each and every term, covenant and condition in this Lease Agreement and, with respect to such alterations, additions, changes or 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 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 not be unreasonably withheld. Operator obtain at its own cost and expense. c. Landlord, its architect, agents and employees, shall have the right to install enter upon the Leased Premises in a reasonable manner and at all furniturereasonable times during the course of any such alterations, furnishingsadditions, equipment changes or improvements for the purpose of inspection and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions finding out whether such work conforms to the existing Building approved plans and specifications and with the agreements herein contained. d. Any and all alterations, additions, improvements and 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 construction property of new buildings Tenant and may be removed by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities includingTenant, without limitationat Tenant's expense, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon upon the expiration or earlier termination of this Agreementthe Lease, Operator may remove provided that any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained damage caused thereby is immediately repaired by OperatorTenant. e. Tenant, at Operator’s its own cost and expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from will cause any and all costs or expenses, including attorneys’ fees, that IPS mechanics' liens and perfections of the same which may incur 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 reason registered mail of the filing of any claim notice thereof against the Premises or the owner, for or purporting to be for labor performed or material materials alleged to be furnished or violation of any federal, stateto be charged by or for Tenant at the Leased Premises, or local statutewill 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, regulation, code, ordinance, improvements or other law that may arise by reason of the installation of any Alteration or fixtureswork once begun must be prosecuted with reasonable diligence to completion and, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made subject to the Building shall: (a) adversely affect provisions of Subsection 9(e), above, be paid for by Tenant in full, free and clear of liens or encumbrances against the structural integrity of the Building; (b) impair Leased Premises or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningLandlord, and other mechanical facilities or equipment; or (f) otherwise affect the Building must be performed in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining respects in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection accordance with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedlaw.

Alterations. Except Supplementing the terms and conditions of Article 3 and the Rules and Regulations, as otherwise agreed by the Parties in writingsame may be amended: (A) TENANT, Operator at its sole cost and expense, shall not paint, decorate, install canopies or awnings, or in obtain all necessary governmental permits and certificates for the commencement and prosecution of any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, improvements or structural change other work (including demolition) undertaken by TENANT in and to the demised premises (“TENANT Changes”) and for final approval thereof upon completion (including all necessary sign-offs), and shall cause TENANT Changes to be performed in compliance therewith and with all applicable laws and requirements of insurance bodies, and in good and workmanlike manner, using new materials and equipment at least equal in quality and class to the original installations in the building. All contractors, subcontractors and others engaged in TENANT Changes (including, but not limited to, those performing electrical and plumbing work) shall be made in subject to the Building by Operator without the prior written consent approval of IPSOWNER, which approval shall not be unreasonably withheld, provided that the same are not likely to cause any labor disharmony. Operator Notwithstanding the foregoing, TENANT shall be obligated, at its cost and expense, to employ OWNER’s supervising engineer and designated contractors for any alterations and improvements or other work which involves or relates to the building’s electrical system and/or fixtures, or the ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Life and Safety Code, including, but not limited to, the building’s Class E system and sprinkler system; without limiting the foregoing, in the event that TENANT performs any future alterations, TENANT, at its cost and expense, agrees to install all necessary exit lighting, strobe lights and smoke detector equipment as required in connection with such future alterations under the above stated code(s) and other applicable laws and regulations. Prior to commencing any TENANT Changes, TENANT shall first give to OWNER written notice thereof which shall include four (4) copies of the plans and specifications for the proposed TENANT Changes prepared by TENANT’s architect and/or engineer, as the case may be (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for OWNER and OWNER’s consultants to reasonably assess the proposed TENANT Changes, and, upon completion of TENANT Changes, shall furnish OWNER with “as-built” plans prepared by TENANT’s architect showing the entire demised premises and any permitted TENANT Changes outside thereof. OWNER agrees not to unreasonably withhold its consent to any TENANT Changes which are interior and non-structural, and do not affect any of the building’s systems or operations, or any of the windows, or areas visible from the public portions of the demised premises OWNER agrees that TENANT may perform painting of walls without OWNER’s consent, on at least seven (7) days prior notice to Owner, but TENANT acknowledges that any floor treatment or covering (including, but not limited to, staining, tiling and/or carpeting (but not area rugs)) shall require OWNER’s prior written consent. (B) In no event shall TENANT commence any TENANT changes before OWNER has approved the same, OWNER has received true copies of the applicable governmental permits and approvals issued in connection therewith, as well as the insurance in form and content as required by this Lease, and TENANT has paid any out-of-pocket fees, costs and expenses incurred by OWNER to date in connection with said TENANT Changes. All TENANT Changes shall be performed in such manner as not to unreasonably interfere with and not to impose any direct or indirect additional expenses upon OWNER in the maintenance or operation of the building. Throughout the performance of TENANT Changes, TENANT, at its cost and expense, shall carry, or cause to be carried, workmen’s compensation insurance in statutory limits and general liability insurance for any occurrence in or about the building, in which OWNER and its agents (and any other parties required by OWNER) shall be named as parties insured, in such limits as OWNER may reasonably prescribe, with insurers reasonably satisfactory to OWNER. TENANT shall furnish OWNER, on request, with satisfactory evidence that such insurance is in effect at or before the commencement of TENANT Changes and, at reasonable intervals thereafter during the continuance of TENANT’S Changes. If any of TENANT Changes shall involve the removal of any fixtures, equipment or other property in the demised premises which are not TENANT’S moveable office furniture and trade fixtures, such fixtures, equipment or other property shall be promptly replaced, at TENANT’S cost and expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless OWNER shall otherwise expressly consent in writing and TENANT shall, upon OWNER’S request, deliver, at TENANT’S cost and expense, any such fixtures, equipment or property so removed to OWNER or to such locations in New York City as OWNER shall direct. Except as otherwise expressly provided herein, the provisions of Article 3 shall apply to any of TENANT Changes made hereunder. In the event of any such installations or alterations whether made pursuant to Article 3 or otherwise, TENANT acknowledges that OWNER does not consent and TENANT shall not allow the reservation of any title to or a security interest in such goods. (C) TENANT agrees that it shall not exercise any of its rights pursuant to the provisions of this Article in any manner which could result in or threaten any work stoppage, picketing, labor disruption or dispute or violate OWNER’S union contracts affecting the land and/or building, or lead to interference with the business of OWNER or any lessee or occupant of the building, and a violation hereof shall be deemed a material default under this Lease; provided that no default shall be deemed to exist if TENANT utilizes contractors selected by OWNER. In the event of the occurrence of any condition described above arising from the exercise by TENANT of its rights pursuant to the provisions of this Article, TENANT shall, immediately upon notice from OWNER, cease the manner of exercise of such rights giving rise to such conditions. In the event TENANT fails to cease such manner of exercise of its rights as aforesaid, OWNER, in addition to any rights available to it under this Lease and pursuant to law, shall have the right to install injunction upon notice to the office of TENANT’S attorney, which notice, notwithstanding anything to the contrary contained elsewhere herein, shall be effective and deemed given when hand delivered, or delivered by facsimile or email transmission, to the offices of TENANT’S attorneys. (D) TENANT, at its cost and expense, and with due diligence and dispatch, shall, within fifteen (15) business days after issuance, procure the cancellation or discharge of record of each and all furniturenotices of violation arising from or otherwise connected with TENANT Changes or TENANT’S operations which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. TENANT shall defend, indemnify and save harmless OWNER and its agents from and against any and all mechanic’s and other liens filed in connection with TENANT Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the demised premises and against all costs, expenses and liabilities incurred in connection with any such lien, security deposit, conditional sale or chattel mortgage or any action or proceeding brought thereon. Notwithstanding anything to the contrary contained in Article 3, TENANT, at its cost and expense, shall likewise procure the satisfaction or discharge of record of all mechanic liens by bonding or otherwise within fifteen (15) business days after the filing of any such lien. Notice is hereby given that TENANT has no power, authority or right to do any act or make any contract which may create or be the foundation for any lien upon the fee or leasehold estate of the OWNER in the demised premises or upon the land or building of which they are a part or the improvements now or hereafter erected upon the demised premises or the land or the building of which they are a part. If TENANT shall fail to procure the satisfaction or discharge of all liens as hereinabove provided, OWNER may, without having to contest the validity or amount of any such lien, pay (and/or utilize the TENANT’s security deposit to pay) the amount of such lien or discharge the same by deposit or by bond or in any manner according to law, and pay any judgment recovered in any action to establish or foreclose such lien or order, and any amount so paid, together with any fee, costs and expenses incurred by the OWNER, (including all reasonable attorney’s fees and disbursements incurred in and the defense of any such action, bonding or other proceeding) shall be payable by TENANT as additional rent hereunder. TENANT’S failure to repay OWNER within fifteen (15) days of written demand therefor shall constitute an Event of Default under this Lease. (E) All alterations, additions or improvements to the demised premises, including those installed by and at the cost and expense of TENANT, in accordance with the terms of Articles 3 and 48 hereof, shall become the property of the OWNER and remain upon the expiration or sooner termination of this Lease, except that all furnishings, business equipment (including but not limited to audio visual and signage it reasonably deems necessary or desirable for its operation of the School, all information technology equipment) unattached trade fixtures and other moveable personal property items shall belong to TENANT and may be removed by TENANT at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this AgreementLease, Operator may remove provided that any non-permanent materials and movable fixtures that it installed that are not attached damage to real property. Any improvementsany area in which any of the same were located, furnishingswhether such damage was caused by attachment or any other method of installation, and equipment installed on the Building shall be maintained by Operatorrepaired and restored to match the surrounding areas. (F) Whenever TENANT requests OWNER’s consent or approval to TENANT CHANGES or to any other matter or thing requiring OWNER’s consent or approval, then OWNER, as a condition precedent to considering such request, may require (in addition to any other requirements of OWNER in connection therewith) that TENANT pay the reasonable fee of OWNER’s attorneys, architect and/or engineer in connection with the consideration of such request, the preparation of any documents pertaining thereto, and/or the monitoring of said CHANGES. (G) Notwithstanding anything to the contrary in Article 3, Tenant shall not be required to remove such alteration at or prior to the expiration of the term of this Lease, except, at OperatorLandlord’s expenseoption, in good condition “Specialty Alterations” (as hereinafter defined) which Landlord may require to be removed (and repairany damaged areas affected by such removal repaired) by Tenant at Tenant’s sole cost and expense at the expiration or sooner termination of this Lease. All permitted alterationsAs used herein, changes, partitions, and installations of improvements (the “Specialty Alterations”) ” shall be performed by a contractor duly licensed by any alterations not customarily undertaken in the state or local authority responsible typical construction of office space and require incremental increases in demolition costs for licensing building contractors and approved by IPSthe removal thereof, such approval but shall specifically include but not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made limited to the Building shallfollowing: (a) adversely affect the structural integrity of the Building; beam cuts, slab penetrations and floor openings, (b) impair raised, reinforced, or affect the weather-tight condition of the roof or decrease the roof’s useful life; special flooring, and (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningdata centers, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse wayvaults. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator Landlord shall repair any and all damage caused by the advise Tenant as to whether it will require removal of any such personal property or unattached equipment. Any personal property Specialty Alteration prior to the installation thereof provided Tenant sends notice to Landlord of the intended Specialty Alteration and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications therefor, which notice includes the following specific language in connection bold capital letters on the face page of Tenant’s notice: “WE HEREBY REQUEST THAT YOU ADVISE US AT THIS TIME WHETHER YOU DEEM THE PROPOSED ALTERATION TO BE A “SPECIALTY ALTERATION,” AND, IF SO, WHETHER YOU REQUIRE THAT THE SAME BE REMOVED AND THE PREMISES RESTORED TO THE CONDITION EXISTING PRIOR TO SAID SPECIALTY ALTERATION AT THE EXPIRATION OR SOONER TERMINATION OF THE LEASE FAILURE TO NOTIFY TENANT WITHIN TEN (10) DAYS THAT REMOVAL AND RESTORATION IS REQUIRED WILL CONSTITUTE LANDLORD’S AGREEMENT THAT SUCH ALTERATION MAY REMAIN UPON EXPIRATION OF THE LEASE.” In the event Tenant strictly complies with any the foregoing and Landlord does not state in its response to Tenant’s request that Landlord deems the alteration to be a Specialty Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are requires its removal, Tenant shall not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring remove said alteration at the same in compliance with Applicable Lawexpiration of this Lease. IPS’ consent Notwithstanding anything to the plans and specificationscontrary contained elsewhere in this Lease, or any work proposed or completed Specialty Alterations required by Operator, Landlord to be removed shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender removed within the Facilities at the end last thirty (30) days of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedterm. No portion of OWNER’S Work shall be considered a specialty alteration.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in make any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, additions or structural change shall be made in the Building by Operator improvements without the prior written consent of IPSLandlord's approval, which shall not be unreasonably withheldwithheld or delayed. Operator In the event Tenant proposes any alterations, additions, or improvements, it shall have submit a complete set of plans and specifications relating thereto, prepared by any architect or professional engineer registered in the right State of New Jersey to install all furnitureLandlord. Landlord, furnishingsat its option, equipment and signage it reasonably deems shall grant or deny approval within 15 days after receipt. Landlord may impose any conditions and/or requirements upon Tenant as Landlord considers necessary or desirable prudent to protect Landlord's interest in the Premises. Tenant must agree in writing to adopt any such conditions and/or requirements before any approval is effective. If Landlord shall grant approval for its operation the proposed work and provided Tenant has agreed to any conditions and/or requirements made a part of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitationsuch approval, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove following additional conditions shall apply: a. Prior to making any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of additions or improvements (Tenant shall assure itself that the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval work will not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect impair the structural integrity of the BuildingPremises, or any portion thereof. Approval of the proposed work by Landlord shall not constitute or imply a warranty or representation by Landlord that the existing Premises, or any part thereof, is adequate to withstand work proposed by Tenant. By making any alterations, additions, or improvements, Tenant expressly warrants that the same will not impair the structural integrity of the Premises nor any part thereof and are in full compliance with the requirements of all governmental agencies or authorities having jurisdiction. Landlord reserves the right to approve or reject Tenant's contractor. If Tenant's proposed alteration involves a tie-in to building systems, Landlord further reserves the option of requiring Tenant to use Landlord's contractor. b. All costs related to the proposed work, irrespective of their nature, are the sole responsibility of Tenant and shall be promptly paid by Tenant at such time as they may be due. c. All contractors, labor and/or material suppliers, and similar parties shall agree, in writing, prior to the commencement of any work or procurement of materials, (1) to jointly comply with Tenant with the mechanics lien restrictions contained elsewhere in this Lease; (b2) impair that they are entering into any agreements for labor and/or material with Tenant and not on behalf or affect for the weather-tight condition benefit of Landlord; (3) that the work to be done shall be in conformance with the last plans and specifications approved by Landlord and that no changes shall be made thereto without the approval of Landlord and Tenant; and (4) that they, and their employees and other agents, shall comply with all rules and regulations contained in Tenant's Lease regarding their conduct on the Premises. Proof of such agreements shall be given to Landlord prior to the commencement of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbingproposed work. d. Tenant shall insure, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, indemnify and other mechanical facilities or equipment; or (f) otherwise affect the Building in hold Landlord harmless for any materially adverse way. Any and all personal property and unattached equipment installed by Operator loss to which Landlord may be removed at the termination of this Agreementsubject or which Landlord may sustain relating to accidents, provided that Operator shall repair any and all injury to persons (including death), property loss or damage caused by the removal of any nature whatsoever, regardless of cause, arising during or ensuing from the work undertaken by Tenant. e. All such personal property or unattached equipment. Any personal property alterations, additions and unattached equipment remaining in the Building improvements upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, completion shall immediately become the property of IPSLandlord, without compensation by Landlord to Tenant or any other party, and IPS may retain simultaneously become part of the Premises, and Tenant's obligations and responsibilities pursuant to the terms and conditions of this Lease shall thenceforth apply to the aforementioned alterations, additions, or dispose improvements. Upon the termination of such personal property the Tenant's lease and/or Tenant's vacating of the premises, Tenant shall remove said alterations, additions and unattached equipment in its sole discretion and without liability to account to Operator; providedimprovements at Tenant's expense, Operator shall reimburse IPS for if so requested by Landlord. f. Upon completion of the costs of storing or disposal of such personal property or unattached equipment. Operator shall work, Tenant will submit to IPS detailed plans Landlord as-built drawings and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to certifications of inspections certifying the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end completion of the Term in good condition and repairalteration, ordinary wear and tear and damage by casualty addition or condemnation exceptedimprovement.

Alterations. Except as otherwise agreed by the Parties in writingset forth on Exhibit "A” attached hereto, Operator Tenant shall not paintmake or cause to be made any alterations, decorateadditions or improvements or install or cause to be installed any fixtures, install canopies signs, floor coverings, interior or exterior lighting, plumbing fixtures, or shades or awnings, or in make any way change other changes to the Building exterior (or Leased Premises without first obtaining Landlord's written approval. Tenant shall present to the appearance thereof)Landlord plans and specifications for such work at the time approval is sought. No remodelingIn the event Landlord consents to the making of any alterations, additions, alterationsor improvements to the Leased Premises by Tenant, or structural change 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 Building by Operator without course of such work, the prior written consent of IPSLeased Premises shall at all times be a complete operating unit. Any such alterations, which additions, or changes shall not be unreasonably withheldperformed and done strictly in accordance with all laws and ordinances relating thereto. Operator In performing the work or any such alterations, additions, or changes, Tenant shall have the right same performed in such a manner as not to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost obstruct access to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways any portion of the Building. Upon Any alterations, additions, or improvements to or of the expiration or earlier termination of this AgreementLeased Premises, Operator may remove any non-permanent materials and movable fixtures that it installed that are including, but not attached to real property. Any improvementslimited to, furnishingswall covering, paneling, and equipment installed on built-in cabinet work, but excepting movable furniture and equipment, shall at once become a part of the Building realty and shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (surrendered with the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or Premises unless Landlord otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities elects at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedterm hereof.

Alterations. Except as otherwise agreed by the Parties in writing, Operator (a) Landlord’s Consent. Tenant shall not paint, decorate, install canopies or awnings, or in make any way change the Building exterior (or the appearance thereof). No remodelingalterations, additions, alterationsinstallations, substitutes or structural change shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by in and to the state or local authority responsible Property, Building, Premises and/or the Additional Property for licensing building contractors and approved by IPSParking without first obtaining Landlord’s written consent, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify Without limiting the foregoing, Alterations shall include wiring, cabling and save harmless IPS from any related installations for telephone, computer, voice data and all costs other office systems. Landlord shall not unreasonably withhold, condition or expensesdelay its consent; provided, including attorneys’ feeshowever, that IPS may incur by reason Landlord shall have no obligation to consent to Alterations that could affect any structure on the Property, Building, Premises and/or Additional Property for Parking Building or that would violate the certificate of occupancy for the Property, Building, Premises and Additional Property for Parking or any applicable law, code or ordinance or the terms of any claim superior lease or mortgage affecting the Property, Building, Premises and Additional Property for labor performed Parking or material furnished that would increase the rate of insurance for the Property, Building, Premises and Additional Property for Parking or violation of would adversely affect any federalBuilding system, stateincluding, but not limited to, any mechanical, electrical, heating, ventilation or local statuteair conditioning system, regulation, code, ordinancefire protection system, or other law that may arise by reason of system serving the installation of any Alteration or fixturesBuilding (collectively, equipment, or partitions by Operator as herein provided“Building Systems”). No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed consent given by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as Landlord shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed as a representation or affirmation regarding warranty that such Alterations comply with laws, regulations and rules applicable to the Property, Building, Premises and Additional Property for Parking (“Laws”), and Tenant shall be solely responsible for compliance with therewith. Tenant shall pay Landlord’s reasonable costs of reviewing or inspecting any proposed Alterations and any other costs that may be incurred by Landlord as a result of such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedAlterations.

Alterations. Except as otherwise agreed by the Parties in writing, Operator (a) Brillian shall not paint, decorate, install canopies make any building or awnings, leasehold alterations or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterationsincluding remodeling or signage, 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 structural change 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 Sublet Premises or any part 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 Master 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 Building by Operator without same manner as that required for all other portions of the prior written consent of IPS, which shall not be unreasonably withheld. Operator Sublet Premises. (b) Brillian shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary place a sign or desirable for its operation signs on the facade of the SchoolBuilding, 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 any such signs, which consent shall not be unreasonably withheld or delayed; (ii) any such signs shall comply with all applicable laws, rules, regulations, and covenants, conditions, and restrictions of record; and (iii) TFS may require that Brillian remove any such signs at the expiration of the Term and repair any damage to the Building caused by such removal, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s Brillian's sole expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepted.

Alterations. Except Following the construction of any Tenant Improvements to the Premises under Article 4 above, Tenant will not thereafter make any alterations, repairs, additions or improvements in or to the Premises (for purposes of this Article, any of the foregoing being referred to as otherwise agreed by the Parties “Work”) which (a) exceeds $200,000.00 in writingthe aggregate during any 12-month period, Operator shall not paint(b) is visible from the exterior of the Building or (c) would add, decorate, install canopies or awnings, disturb or in any way adversely change the any Building exterior (or the appearance thereof). No remodeling, additions, alterations, Systems or structural change shall be made in portions of the Building by Operator Building, without the prior written consent of IPS, the Landlord (which consent shall not be unreasonably 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. Operator shall have Notwithstanding the right 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 install all furniture, furnishings, equipment and signage it reasonably conditions which Landlord may impose as Landlord deems necessary or desirable for its operation of appropriate. For the SchoolTenant Improvements and as a condition to Landlord’s consent to Work proposed by Tenant, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator Landlord may attach non-permanent materials and fixtures to the walls of the Facilities impose such conditions with respect thereto as Landlord reasonably deems appropriate, including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator requiring Tenant to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain such Tenant Improvements or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities 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 the Tenant Improvements). All such Work shall be done in a good condition and repairworkmanlike manner using quality materials and shall comply with all applicable governmental laws, ordinary wear ordinances, rules and tear regulations. Tenant agrees to indemnify and hold Landlord free and harmless from any liability, loss, cost, damage or expense (including reasonable attorney’s fees) by casualty 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 do not impact building structure or condemnation exceptedBuilding Systems without Landlord’s consent and with no overhead charges paid to same (provided that the aggregate cost of such alterations in any 6-month period, measured as one project, does not exceed the threshold set forth in the first sentence of the immediately preceding paragraph).

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made in improvements to the Building by Operator Premises without the prior written consent of IPSLandlord, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant may make such alterations, additions or improvements to the Premises costing less than Twenty Thousand Dollars ($20,000.00) during each calendar year of the Term without Landlord’s consent, provided, however, that any alterations, additions or improvements which change the basic floor plan of the Premises, which change the structural or mechanical systems of the Premises, or which require a governmental permit as a prerequisite to the construction thereof, shall require Landlord’s prior written consent, which shall not be unreasonably withheld. Operator shall have Notwithstanding anything to the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation contrary contained in either of the Schoolforegoing sentences, all at however, no cost to IPS. No alterations, additions or improvements to the existing Premises shall: (i) affect the exterior of the Building or the construction of new buildings by Operator shall outside areas (or be permitted. Operator may attach non-permanent materials and fixtures to the walls visible from adjoining sites), or (ii) affect or penetrate any of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord’s access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Upon Landlord may impose, as a condition to its consent, any requirements that Landlord in its reasonable discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and requirements as to the expiration or earlier termination of this Agreementmanner, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingstime, and equipment installed on contractor for performance of the Building work. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be maintained by Operatorentitled to a supervision fee in the amount of five percent (5%) of such work either requiring a permit from the City of San Diego or affecting any mechanical, at Operator’s expenseelectrical, plumbing or HVAC systems, facilities or equipment located in good or serving the Building. If any governmental entity requires, as a condition and repair. All permitted to any proposed alterations, changes, partitions, and installations of additions or improvements (to the “Alterations”) shall be performed Premises by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ feesTenant, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations improvements be made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningCommon Areas, and other mechanical facilities or equipment; or if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant’s sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (fincluding, if required by Landlord, Landlord’s contractors) otherwise affect as Landlord may require in its reasonable discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Building in any materially adverse wayPremises. Any request for Landlord’s consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all personal property alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator furniture) shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, Landlord and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring surrendered with the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities Premises at the end of the Term Term, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant’s request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in good condition and repairthis Lease or in any Exhibit to this Lease, ordinary wear and tear and damage by casualty should Landlord make any alteration or condemnation exceptedimprovement to the Premises for Tenant, Landlord shall be entitled to reimbursement from Tenant for all costs incurred within ten (10) days of written demand from Landlord.

Alterations. Except as otherwise agreed by the Parties in writing, Operator shall Tenant will not paint, decorate, install canopies decorate or awnings, or in any way change the Building architectural treatment of any part of the exterior (of the Premises or construct any changes to the appearance thereof)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. No remodeling, additions, Tenant shall not make any structural alterations, additions or structural change shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions changes to the existing Building or the construction of new buildings by Operator shall be permittedPremises. Operator may attach non-permanent materials Tenant may, at its own cost and fixtures to the walls of the Facilities includingexpense erect shelves, without limitationbins, the cafeteriaracks and removable (i.e., library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertythe 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 the construction, erection and installation thereof complies with all legal requirements and other provisions of this Lease. Any improvementsIf Landlord grants consent to any requested alterations, furnishings, and equipment installed on the Building alterations shall be maintained performed in a good, workmanlike and lien free manner in accordance with all applicable legal requirements and any restrictions which may be imposed by Operator, at Operator’s expense, in good Landlord as a condition and repairto its consent. All permitted alterations, changes, partitionsadditions and all leasehold improvements made by Tenant or made 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”, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipmentLandlord. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, Such Tenant Additions shall not be deemed a representation removed by Tenant on, before or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end following expiration or termination of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedLease without Landlord’s consent except as may be required pursuant to Section 27.1.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make alterations, additions or structural change shall be made in improvements to the Building by Operator Premises or other portions of the Property after the Commencement Date which are not part of the initial Tenant’s Work provided for herein (collectively referred to as “Alterations”) without first obtaining the prior written consent of IPSLandlord in each instance, which consent shall not be unreasonably withheldwithheld or delayed. Operator If Landlord does not respond to Tenant’s request for consent within ten (10) business days, Landlord shall be deemed to have granted its consent. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and Installing carpeting; (2) is not visible from the exterior of the Premises or Property; (3) will not affect the systems or structure of the Property; and (4) does not require work to be performed inside the walls or above the ceiling of the Premises (other than installation of telephone, computer, data transmission, internet and other telecommunications cables and wires). However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the other provisions of this Section 9.3. Prior to starting work, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord: names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Property systems); necessary permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord. Material changes to the plans and specifications must also be submitted to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Premises. Landlord may designate reasonable rules, regulations and procedures for the performance of work, in the Premises and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable designate the time when Alterations may be performed. Tenant shall reimburse Landlord within thirty (30) days after receipt of an invoice for its operation reasonable sums paid by Landlord for third party examination of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach Tenant’s plans for non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Cosmetic Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator no such reimbursement shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining be due with respect to Tenant’s initial Alterations in the Building upon termination Premises. Upon completion, Tenant shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and final waivers of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove lien and receipted bills covering all labor and materials. Tenant shall assure that the same, at IPS’ option in its sole discretion, become the property Alterations comply with all insurance requirements and Laws. Landlord’s approval of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, an Alteration shall not be deemed a representation by Landlord that the Alteration complies with applicable Laws or affirmation regarding compliance with any such Applicable Lawwill be adequate for Tenant’s use. In any eventCONOCO ▇▇▇▇▇▇▇▇, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair1144 EASTLAKE LEASE PAGE 7 SEPTEMBER 12, ordinary wear and tear and damage by casualty or condemnation excepted.2003

Alterations. Except as otherwise agreed by (a) Tenant will not make or suffer to be made any alterations, additions or improvements in excess of $5,000.00 excluding the Parties in writinginitial Tenant Improvements (collectively “Alterations”) to or upon the Premises, Operator shall not paint, decorate, install canopies or awningsthe Building, or in any way change the Building exterior (or the appearance part thereof). No remodeling, additions, alterations, or structural change attach any fixtures or equipment thereto, without first obtaining Landlord’s written approval. Tenant will provide Landlord with three detailed drawings of Tenants desired Alterations for approval prior to any Alterations being started. When approved, Landlord will return one copy of the drawings to Tenant with Landlords signature of approval. Any Alterations to or upon the Premises shall be made in by Tenant, at Tenant’s sole cost and expense, provided that any architect and or contractor selected by Tenant to make the Building by Operator without the same shall be subject to Landlord’s reasonable prior written consent approval. All Alterations which are permanent in character, including wiring for phone, computer, cabling, or other networks, made in or upon the Premises either by Tenant or Landlord, may at the option of IPSLandlord, which become Landlord’s property and, at the end of the term or any extension hereof, shall remain on the Premises without compensation to Tenant, unless Landlord request that Tenant remove any such Alterations. Notwithstanding the above, Tenant’s work stations, trade fixtures, furniture, equipment, telecommunications, data and network equipment and switches and other items of personal property brought onto the Premises shall not be unreasonably withheld. Operator constitute Alterations hereunder and shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon remain Tenant’s property upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; Lease. (b) impair or affect All Alterations shall, when completed, be of such a character as not to lessen the weather-tight condition value of the roof Premises or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningsuch improvements as may be located thereon. Any Alterations shall be made promptly and in a good workmanlike manner, and in compliance with all applicable permits, building and zoning laws, and with all other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse waylaws, ordinances, orders, rules, regulations and requirements of all applicable federal, state and municipal governments, departments, commissions, boards and offices. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal The costs of any such personal property Alterations shall be paid by Tenant, such that the Premises be free of liens, for services performed, labor and material supplied or unattached equipmentclaimed to have been supplied. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with Before any Alterations and evidence that said plans and specifications are shall be commenced, Tenant shall pay any increase in compliance with Applicable Law. If such Alterations are not premiums on insurance policies (provided for herein) or ensure adequate coverage is in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration place for all risks related to the completed construction of such. Alterations as shall be required to bring and the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end increased value of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedPremises.

Alterations. Except Tenant shall make no alterations, decorations, additions or improvements in or to Demised Premises without Landlord's prior written consent, and then only by contractors or mechanics approved in advance in writing by Landlord and only upon such conditions as otherwise agreed Landlord may impose. Tenant shall submit such information as Landlord shall require, including, without Limitation (i) plans and specifications, 00 evidence of insurance coverage in such types and amounts and from such insurers as Landlord deems satisfactory, and (M) all permits and Licenses required in connection with such work. ALL such work shall be done at Tenant's sole cost and expense at such times and in such manner as Landlord may from time to time designate. ALL work done by Tenant shall be performed in full compliance with all Laws, rules, orders, ordinances, directions, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with the Parties rules, orders, directions, regulations and requirements of the Insurance Services Office and of any similar body. Before commencing any work, Tenant shall (a) give Landlord at Least fifteen (15) days' written notice of the proposed commencement of such work in writingorder to give Landlord an opportunity to prepare, Operator post and record such notice as may be permitted by Law to protect Landlord from having its interest in Demised Premises or the Building made subject to a mechanic's Lien, and (b) shall not paintsecure, decorateat Tenant's own cost and expense, install canopies a completion and Lien indemnity bond, satisfactory to Landlord, for said work. Any mechanic's Lien filed against Demised Premises or awningsagainst the Building or the Land upon which the Building is Located or any of the areas used in connection with the operation of the Building for work claimed to have been done for, or in any way change materials claimed to have been furnished to Tenant, shall be discharged by Tenant, by bond or otherwise, within ten (10) days after the Building exterior (or filing thereof, at the appearance thereof)cost and expense of Tenant. No remodelingAll alterations, decorations, additions, alterationsor improvements upon Demised Premises, or structural change made by either party, including without Limiting the generality of the foregoing, all paneling, partitions, railings, mezzanine floors, galleries and the like, shall, unless Landlord elects otherwise [which election shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions giving a notice pursuant to the existing Building or the construction provisions of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures Article 27 not less than three (3) days prior to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier other termination of this Agreement, Operator may remove Lease or any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state renewal or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionextension thereof], become the property of IPSLandlord, and IPS may retain or dispose of such personal property shall remain upon, and unattached equipment in its sole discretion and without liability to account to Operator; providedbe surrendered with Demised Premises, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Lawas a part thereof, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repairTerm. If Tenant shall remove any property from Demised Premises, ordinary wear and tear and Tenant shall repair or, at Landlord's option, shall pay to Landlord the cost of repairing any damage by casualty arising from such removal. Tenant shall not install any machine or condemnation exceptedequipment which causes noise, heat, cold or vibration to be transmitted to the structure of the building without Landlord's prior written consent, which consent may be conditioned on such terms as Landlord may require.

Alterations. Except as otherwise agreed by the Parties in writing, Operator (a) Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made improvements in or to the Building by Operator Premises without the Landlord's prior written consent of IPSconsent, which consent shall not be unreasonably withheldwithheld or delayed, and then only by contractors or mechanics reasonably approved by Landlord, which approval shall not be unreasonably delayed. Operator Tenant shall submit to Landlord plans and specifications for any proposed alterations, additions or improvements to the Premises, and may not make such alterations, additions or improvements until Landlord has approved of such plans and specifications. Tenant shall construct such alterations, additions or improvements in accordance with the plans and specifications approved by Landlord, and shall not amend or modify such plans and specifications without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. If the proposed change requires the consent or approval of any lessor of a superior lease, or the holder of a mortgage encumbering the Premises, such consent or approval must be secured prior to the construction of such alteration, addition or improvement. Tenant agrees that there shall be no construction of partitions or other obstructions which might interfere with Landlord's free access to mechanical installations or service facilities of the Building or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations or facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices and boards having jurisdiction, and in full compliance with the rules, regulations and requirements of the Pacific Fire Rating Bureau, and of any similar body. Before commencing any work, Tenant shall give Landlord at least ten (10) days written notice of the proposed commencement of such work and shall, if reasonably required by Landlord based upon the reputation and financial capability of the contractor and the nature of the work to be performed (including Landlord's particular reasons therefor), secure at Tenant's own post and expense, a completion and lien indemnity bond reasonably satisfactory to Landlord for said work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against the Building for work claimed to have been done for, or materials' claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within twenty (20) days after the filing thereof, at the cost and expense of Tenant, except that Tenant shall not be obligated to so discharge such lien prior to ten (10) days following Tenant's receipt of notice of the existence thereof. As long as Tenant properly discharges the lien by bond or otherwise, as provided above, Tenant shall have the right to install all furniturecontest such lien in accordance with applicable law. All alterations, furnishingsadditions or improvements upon the Premises made by either party, equipment and signage it reasonably deems necessary or desirable for its operation including (without limiting the generality of the Schoolforegoing) all wallcovering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the Term hereof, except that Landlord may, by written notice to Tenant at the time Landlord consents to such alteration, or within twenty (20) days after receipt of notice thereof, if no consent is required, require Tenant to remove at the end of the Term, all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at no cost Landlord's option, shall pay to IPSLandlord all costs arising from such removal. No additions Notwithstanding any contrary provision of this Subparagraph 14(a), Landlord's prior consent shall not be required for any nonstructural alteration to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitationPremises, the cafeteriacost of which does not exceed Thirty Thousand Dollars ($30,000.00), library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are as long as such alteration does not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building, does not adversely affect the Building systems and is not visible from the exterior of the Premises; provided, however, all other provisions of this Subparagraph 14(a) shall be applicable to any such alteration, including, but not limited to Tenant's obligation to provide Landlord with prior written notice of any such alteration, along with the plans and specifications related thereto, if appropriate. (b) impair or affect the weather-tight condition All articles of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Operator Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the Lease Term when Tenant is not in default hereunder, or within fifteen (15) days following the end of such Lease Term. If Tenant shall fail to remove all of its effects from the Premises within fifteen (15) days after termination of this AgreementLease for any cause whatsoever, provided Landlord may, at its option, remove the same in any manner that Operator Landlord shall repair choose, and store said effects without liability to Tenant for loss thereof. In such event, Tenant agrees to pay Landlord upon demand any and all damage caused by expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such effects, for any length of time that the removal same shall be in Landlord's possession. Landlord may, at its option, without notice, sell said effects, or any of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionprivate sale and without legal process, become for such price as Landlord may obtain and apply the property of IPS, and IPS may retain or dispose proceeds of such personal property sale upon any amounts due under this Lease from Tenant to Landlord and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for upon the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration expense incident to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans removal and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end sale of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedsaid effects.

Alterations. Except as otherwise agreed (1) Prior to making any Alterations, Tenant shall (i) submit to Landlord detailed plans and specifications for approval by the Parties in writingLandlord (including layout, Operator architectural, electrical, mechanical and structural drawings) and that comply with all Requirements for each proposed Alteration, and Tenant shall not paintcommence any such Alteration without first obtaining Landlord's approval of such plans and specifications, decorate(ii) at Tenant's expense, install canopies obtain all permits, approvals and certificates required by any Governmental Authorities, and (iii) furnish to Landlord duplicate original policies or awningscertificates thereof for worker's compensation insurance (covering all persons to be employed by Tenant, or 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, naming Landlord and its agents and any way change Mortgagee, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the Building exterior (or the appearance thereof)"as-built" plans and specifications for such Alterations. No remodeling, additions, alterations, or structural change All Alterations shall be made and performed in accordance with the plans and specifications therefor as approved by Landlord and otherwise in accordance with all Requirements. All materials and equipment to be incorporated in the Building by Operator without the prior written consent Premises as a result of IPSany Alterations shall be first quality and no such materials or equipment shall be subject to any lien, which shall not be unreasonably withheld. Operator shall have encumbrance, chattel mortgage, title retention or security agreement. (2) Landlord reserves the right to install all furnituredisapprove any plans and specifications, furnishingsin whole or in part, equipment to reserve approval of items shown thereon pending its review and signage it reasonably deems necessary approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or desirable supplying additional information. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for its operation Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Requirements or otherwise. (B) All Alterations shall become a part of the SchoolPremises and shall be Landlord's property from and after the installation thereof and may not be removed or changed without Landlord's prior written consent. Notwithstanding the foregoing, Landlord, upon notice given at least thirty (30) days prior to the Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Term, may require Tenant to remove any specified Alterations and to repair and restore in a good and workmanlike manner any damage to the Premises caused by such removal all at no Tenant's sole cost to IPSand expense. No additions All Tenant's Property shall remain the property of Tenant and, on or before the Expiration Date or earlier end of the Term, may be removed from the Premises by Tenant at Tenant's sole cost and expense; provided, however, that Tenant shall repair and restore in a good and workmanlike manner any damage to the existing Building or the construction Premises caused by such removal. The provisions of new buildings by Operator this Section 6.1(B) shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon survive the expiration or earlier termination of this AgreementLease. (1) Any and all Alterations shall be performed, Operator at Tenant's sole cost and expense, by contractors, subcontractors or mechanics previously approved in writing by Landlord. Prior to making an Alteration, at Tenant's request, Landlord shall furnish Tenant with a list of contractors who may remove perform Alterations to the Premises on behalf of Tenant. (2) Notwithstanding the terms and conditions of Section 6.1(C)(1) hereof, with respect to any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvementsAlteration affecting any Building Systems, furnishings(i) Tenant shall only employ Landlord's designated contractor, and equipment installed on (ii) the Building Alteration shall, at Tenant's expense, be designed by Landlord's engineer. (1) Any mechanic's lien filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be maintained canceled or discharged by OperatorTenant, at Operator’s Tenant's expense, in good condition and repair. All permitted alterationswithin twenty (20) days after such lien shall be filed, changes, partitionsby payment or filing of the bond required by law, and installations of improvements (the “Alterations”) Tenant shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save hold Landlord harmless IPS from and against any and all costs or costs, expenses, including attorneys’ feesclaims, that IPS may incur losses or damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic's lien within the aforesaid period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any claim such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for labor performed or material furnished or violation the foreclosure of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise such mechanics lien by reason the lienor and to pay the amount of the installation judgment, if any, in favor of the lienor, with interest, costs and allowances. (3) Any amount paid by Landlord for any Alteration or fixturesof the aforesaid charges and for all expenses of Landlord (including, equipment, or partitions by Operator as herein provided. No installation of, repair but not limited to, attorneys' fees and disbursements) incurred in defending any such action, discharging said lien or other activity concerning equipment within or other Alterations made to in procuring the Building shall: (a) adversely affect the structural integrity discharge of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbingsaid lien, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and with interest on all personal property and unattached equipment installed by Operator may be removed such amounts at the termination maximum legal rate of this Agreementinterest then chargeable to Tenant from the date of payment, provided that Operator shall repair any and all damage caused be repaid by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed Tenant within 10 ten (10) days after written demand from IPS to Operator to remove the sametherefor, and all amounts so repayable, together with such interest, shall be considered Additional Rent. SECTION 6.2. Landlord, at IPS’ option in its sole discretion, become the property of IPSTenant's expense, and IPS may retain upon the request of Tenant, shall join in any applications for any permits, approvals or dispose of such personal property and unattached equipment in its sole discretion and without liability certificates required to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications be obtained by Tenant in connection with any Alterations permitted Alteration (provided that the provisions of the applicable Requirements shall require that Landlord join in such application) and evidence shall otherwise cooperate with Tenant in connection therewith; provided, however, that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, Landlord shall not be deemed a representation obligated to incur any cost or affirmation regarding compliance expense or liability in connection therewith. SECTION 6.3. Tenant shall furnish to Landlord copies of records of all Alterations and of the cost thereof within fifteen (15) days after the completion of such Alterations. SECTION 6.4. Tenant shall not, at any time prior to or during the Term, directly or indirectly, employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if such Applicable Lawemployment would interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Premises by Landlord, Tenant or others, or of any other property owned by Landlord. In the event of any eventsuch interference or conflict, Operator Tenant, upon demand of Landlord, shall not remove any improvements and shall surrender cause all contractors, mechanics or laborers causing such interference or conflict to leave the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedPremises immediately.

Alterations. (a) Except as otherwise agreed by the Parties set out in writingSection 5.1(f), Operator Tenant shall not paint, decorate, install canopies make or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall permit to be made in the Building by Operator any Alterations without the Landlord's prior written consent of IPSconsent. Reference is made to Exhibit "G" hereto, which contains the Tenant Design and Construction Standards applicable to the Building, which is incorporated by reference in this Lease. Landlord reserves the right to make reasonable changes and additions thereto. (1) Prior to making any such Alterations, Tenant shall (i) submit to Landlord two (2) sets of detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings) that comply with all Requirements 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 withheldwithheld or delayed, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, and (iii) furnish to Landlord duplicate original policies or certificates thereof of 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, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Operator Upon completion of such Alteration, Tenant, at Tenant's expense, shall have obtain certificates of final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the "as built" plans and specifications for such Alterations. All Alterations shall be made and performed in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, Restrictive Covenants, and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, any such Alteration for which the cost of labor and materials (as estimated by Landlord's architect, engineer or contractor) is in excess of Seventy-Five Thousand Dollars ($75,000.00), either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall be performed only under the supervision of a licensed architect satisfactory to Landlord. (2) Landlord reserves the right to install all furnituredisapprove any plans and specifications in whole or in part, furnishingsto reserve approval of items shown thereon pending its review and approval of other plans and specifications, equipment and signage it to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information; provided, however, that Landlord shall be reasonable in its exercise of these rights. Additionally, Landlord shall be deemed to have approved Tenant's plans and specifications if Landlord fails to respond to Tenant's plans and specifications within fifteen (15) days of Landlord's receipt thereof. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Requirements, Restrictive Covenants or otherwise. (c) Alterations shall be performed at Tenant's expense and at such times and in such manner as Landlord may from time to time reasonably deems necessary or desirable for its operation designate, unless, at the time of the SchoolAlterations, Tenant is the only occupant of the Building and Building No. 2, in which event, Tenant may control the times and manner (but always in accordance with all Requirements) to perform the Alterations. All Alterations shall become a part of the Building and shall be Landlord's property from and after the installation thereof and may not be removed or changed without Landlord's consent. Notwithstanding the foregoing, however, Landlord, upon notice given at no cost to IPS. No additions least sixty (60) days prior to the existing Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Term, may require Tenant to remove any specified Alterations (other than those comprising part of Building Standard Condition) and to repair and restore in a good and workmanlike manner to Building Standard Condition (reasonable wear and tear excepted) any damage to the Premises or the construction Building caused by such removal. All Tenant's Property shall remain the property of new buildings Tenant and, unless Landlord and Tenant shall agree otherwise, on or before the Expiration Date shall, at Tenant's cost, be removed from the Premises by Operator Tenant, and Tenant shall be permitted. Operator may attach non-permanent materials repair and fixtures restore in a good and workmanlike manner to Building Standard Condition (reasonable wear and tear excepted) any damage to the walls Premises or the Building caused by such removal. The provisions of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon this Section 5.1(c) shall survive the expiration or earlier termination of this AgreementLease. (1) All Alterations shall be performed, Operator may remove at Tenant's sole cost and expense, by contractors, subcontractors or mechanics approved by Landlord in Landlord's reasonable discretion. (2) Notwithstanding the foregoing, with respect to any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvementsAlteration affecting any Building Systems, furnishings(i) Tenant, if required by Landlord, shall employ Landlord's or the Manager's designated contractor, and equipment installed on (ii) the Building Alteration shall, if required by Landlord, at Tenant's expense, be designed by either Landlord's or the Manager's engineer. (1) Any mechanic's lien filed against the Premises or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be maintained canceled or discharged by OperatorTenant, at Operator’s Tenant's expense, in good condition and repair. All permitted alterationswithin twenty (20) days after such lien shall be filed, changes, partitionsby payment or filing of the bond required by law, and installations of improvements (the “Alterations”) Tenant shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save hold Landlord harmless IPS from and against any and all costs or costs, expenses, including attorneys’ feesclaims, that IPS may incur losses or damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic's lien within the aforesaid period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any claim such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for labor performed or material furnished or violation the foreclosure of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise such mechanic's lien by reason the lienor and to pay the amount of the installation judgment, if any, in favor of the lienor, with interest, costs and allowances. (3) Any amount paid by Landlord for any Alteration or fixturesof the aforesaid charges and for all expenses of Landlord (including, equipment, or partitions by Operator as herein provided. No installation of, repair but not limited to, attorneys' fees and disbursements) incurred in defending any such action, discharging said lien or other activity concerning equipment within or other Alterations made to in procuring the Building shall: (a) adversely affect the structural integrity discharge of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbingsaid lien, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and with interest on all personal property and unattached equipment installed by Operator may be removed such amounts at the termination maximum legal rate of this Agreementinterest then chargeable to Tenant from the date of payment, provided that Operator shall repair any and all damage caused be repaid by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed Tenant within 10 ten (10) days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPStherefor, and IPS may retain all amounts so repayable, together with such interest, shall be considered Additional Rent. (f) Notwithstanding anything to the contrary set forth in this Article V, Tenant, without Landlord's consent, is permitted to make Alterations to the Premises which relate only to the cosmetic appearance, nonstructural components, and/or non-load-bearing portions of the Premises (and which do not affect the structural and/or load-bearing elements of the Building or dispose of the Building Systems), provided such personal property and unattached equipment Alterations do not cost, in its sole discretion and without liability to account to Operator; providedthe aggregate, Operator more than Seventy-Five Thousand Dollars ($75,000.00) during any twelve (12) month period during the Term. Section 5.2. Tenant shall reimburse IPS Landlord, within five (5) Business Days after demand therefor, for any reasonable out-of-pocket expense incurred by Landlord for reviewing the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications for any Alterations or inspecting the progress of completion of the same. Section 5.3. Landlord, at Tenant's expense, and upon the request of Tenant, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any Alterations permitted Alteration (provided that the provisions of the applicable Requirements shall require that Landlord join in such application) and evidence shall otherwise cooperate with Tenant in connection therewith, provided that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, Landlord shall not be deemed a representation obligated to incur any cost or affirmation regarding compliance expense or liability in connection therewith. Section 5.4. Tenant shall furnish to Landlord copies of records of all Alterations and of the cost thereof within fifteen (15) days after the completion of such Alterations. Section 5.5. TENANT HEREBY ACCEPTS THE PREMISES "AS IS, WHERE IS," AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE. Section 5.6. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if such Applicable Lawemployment would unreasonably interfere or cause any unreasonable conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or of any other property owned by Landlord. In the event of any eventsuch unreasonable interference or conflict, Operator Tenant, upon demand of Landlord, shall not remove cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. Section 5.7. During the course of any improvements Alteration and any construction by Landlord, whether on the Land or on any real property adjacent to the Land, Landlord and Tenant shall cooperate with each other, and shall surrender the Facilities at the end of the Term in good condition cause their contractors and repairsubcontractors to cooperate, ordinary wear so as to minimize interruption and tear and damage by casualty or condemnation exceptedinterference with each other's construction activities.

Alterations. Except Tenant shall make no alterations, installations, changes or additions in or to the Premises or the Project (collectively, “Alterations”) without Landlord’s prior written consent. Without limitation as otherwise agreed 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 Parties terms hereof, using only contractors or mechanics approved by Landlord in writingwriting and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, Operator 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. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord’s construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not paintcommence any work with respect to such Alterations prior to such date. Tenant hereby agrees to indemnify, decoratedefend, install canopies and 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 awnings, material supplied to the Premises by or at the request of Tenant in connection with any way change the Building exterior (or the appearance thereof)Alterations. No remodeling, additions, alterations, or structural change Tenant shall be made entitled to install, as an initial Tenant Improvement or as an Alteration, dedicated heating, ventilation and air conditioning units (“Supplemental Units”) within the Premises at Tenant’s sole cost and expense. The plans and specifications for any Supplemental Units shall, as indicated in this Article 9 above and the Building by Operator without the prior written consent of IPSTenant Work Letter (as applicable), which shall not be unreasonably withheldsubject to Landlord’s reasonable approval. Operator shall have the right If Tenant elects to install all furnitureSupplemental Units within the Premises, furnishings, equipment Tenant shall be responsible for the cost of electricity supplied to such units pursuant to the procedure described in Section 11(a) below. Tenant shall be solely responsible for maintenance and signage it reasonably deems necessary or desirable for its operation repair of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator Supplemental Units and such units shall be permitted. Operator may attach non-permanent materials considered to be a fixture within the Premises and fixtures to shall remain upon the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon Premises upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedLease Term.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made in improvements to the Building by Operator Premises (including, without limitation, roof and wall penetrations) or any part thereof without obtaining the prior written consent of IPSLandlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Operator Landlord may impose as a condition to such consent such requirements as Landlord may reasonably deem necessary, including, without limitation that: (a) Landlord be furnished with working drawings before work commences; (b) performance and labor and material payment bonds in form and amount and issued by a company satisfactory to Landlord be furnished; (c) Landlord approve the contractor by whom the work is to be performed; (d) adequate course of construction and general liability insurance be in place and Landlord be named as an additional insured under the contractor's liability and property insurance policies; and (e) Landlord's instructions relating to the manner in which the work is to be performed and the times during which it is to be accomplished shall have the right be complied with. Tenant shall pay to install Landlord all furniturecosts incurred by Landlord for any architectural, furnishingsengineering, equipment and signage it reasonably deems necessary supervisory or desirable for its operation legal services in connection with any alterations, additions or improvements, including, without limitation, Landlord's review of the Schoolplans, specifications and budget for purposes of determining whether to consent. All such alterations, additions or improvements must be performed in a good and workmanlike manner in compliance with all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials laws, rules and fixtures to the walls of the Facilities regulations, including, without limitation, the cafeteriaAmericans with Disabilities Act of 1990, libraryand diligently prosecuted to completion. Tenant shall deliver to Landlord upon commencement of such work, common areas, grounds, parking lot and driveways a copy of the Buildingbuilding permit with respect thereto, and a certificate of occupancy or other final inspection and approval from the applicable governmental authority having jurisdiction over the Premises and the Project, if applicable, immediately upon completion of the work. Upon All such work shall be performed so as not to obstruct the access to the premises of any other tenant in the Building or Project. Should Tenant make any alterations, additions or improvements without Landlord's prior written consent, or without satisfaction of any of the conditions established by Landlord in conjunction with granting such consent, Landlord shall have the right, in addition to and without limitation of any right or remedy Landlord may have under this Lease, at law or in equity, to require Tenant to remove all or some of the alterations, additions or improvements at Tenant's sole cost and restore the Premises to the same condition as existed prior to undertaking the alterations, additions or improvements, or if Tenant shall fail to do so, Landlord may cause such removal or restoration to be performed at Tenant's expense and the cost thereof shall be Additional Rent to be paid by Tenant immediately upon demand. Landlord shall have the right to require Tenant, at Tenant's expense, to remove any and all alterations, additions or improvements and to restore the Premises to its prior condition upon the expiration or earlier sooner termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertyLease. Any improvements, furnishings, and equipment installed on the Building Tenant shall be maintained by Operator, notify Landlord in writing at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements least ten (the “Alterations”10) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made days prior to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal commencement of any such personal property work in or unattached equipment. Any personal property and unattached equipment remaining in about the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPSPremises, and IPS may retain Landlord shall have the right at any time and from time to time to post and maintain notices of non-responsibility in or dispose of such personal property and unattached equipment in its sole discretion and without liability about the Premises pursuant to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipmentapplicable laws. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepted8.

Alterations. Except Tenant may, from time to time, at its expense, make alterations or improvements in and to the Premises (hereinafter collectively referred to as otherwise agreed by “Alterations”), provided that Tenant first obtains the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPSLandlord, which consent shall not be unreasonably withheldwithheld or delayed. Operator All of the following shall apply with respect to all Alterations: (a) the Alterations are non-structural and the structural integrity of the Property shall not be affected; (b) the Alterations are to the interior of the Premises; (c) subject to the modifications approved by Landlord in writing to the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”) which are part of the Tenant Improvements, the proper functioning of the HVAC, sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the right performance and installation of the Alterations; and (e) Tenant shall have provided Landlord with reasonably detailed plans for such Alterations in advance of requesting Landlord’s consent. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s reasonable expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to install all furnitureLandlord, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), which approval shall not be unreasonably withheld or delayed; and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the Schoolsame coverages as required in Section 10.2 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10.2. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, all Laws and requirements of public authorities, and with Landlord’s reasonable, non-discriminatory rules and regulations or any other reasonable restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to he diligently performed in a good and workmanlike manner, using new materials and equipment at no cost to IPS. No additions least equal in quality and class to the existing Building or standards for the Property reasonably established by Landlord. Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of new buildings by Operator shall be permitted. Operator may attach non-permanent materials payment for all labor and fixtures to the walls of the Facilities materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the cafeteriatime Landlord so consents, library, common areas, grounds, parking lot and driveways of the Building. Upon Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertyLease. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator If Landlord requires Tenant to remove the sameAlterations, at IPS’ option in its sole discretionthen, become during the property remainder of IPSthe Term, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator Tenant shall reimburse IPS be responsible for the costs maintenance of storing or disposal of such personal appropriate commercial property or unattached equipment. Operator insurance (pursuant to Section 10.2) therefor; however, if Landlord shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence not require that said plans and specifications are in compliance with Applicable Law. If Tenant remove the Alterations, such Alterations are not in compliance with Applicable Law, Operator shall, at Operatorshall constitute Landlord’s cost, make such modification or alteration to the completed Alterations as Property and Landlord shall be required responsible for the insurance thereof, pursuant to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedSection 10.1.

Alterations. Except as otherwise agreed by (a) Tenant shall make no Alterations, additions or improvements in or to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator Premises without the Landlord's prior written consent and subject to such other conditions which Landlord may reasonable require. Tenant agrees that there shall be no construction of IPS, partitions or other obstructions which shall not be unreasonably withheld. Operator shall have the right might interfere with Landlord's free access to install all furniture, furnishings, equipment and signage it reasonably deems necessary mechanical installations or desirable for its operation service facilities of the School, all at no cost to IPS. No additions to the existing Building or interfere with the construction moving of new buildings by Operator Landlord's equipment to or from the enclosures containing said installations and facilities. All such work shall be permitted. Operator done at such times and in such manner as Landlord may attach non-permanent materials and fixtures from time to the walls of the Facilities includingtime designate, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operatorand, at Operator’s expensethe option of Landlord, in good condition under Landlord's supervision. Tenant covenants and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) agrees that all work done by Tenant shall be performed by a contractor duly licensed by in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and boards having jurisdiction, and in full compliance with the state or local authority responsible for licensing building contractors rules, regulations and approved by IPSrequirements of the National Fire Protection Association, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of similar body. Before commencing any federalwork, state, or local statute, regulation, code, ordinance, or other law that may arise by reason Tenant shall give Landlord at least twenty (20) days written notice of the installation proposed commencement of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, such work and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed required by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic's lien recorded against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to, Tenant will be discharged by Tenant, by bond or otherwise, within 10 thirty (30) days after written demand from IPS to Operator to remove the samefiling thereof, at IPS’ option the cost and expense of Tenant. All Alterations, additions or improvements upon the Premises made by either party, including (without limiting the general of the foregoing) all wall covering, built-in its sole discretioncabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of IPSLandlord, and IPS may retain or dispose of such personal property shall remain upon, and unattached equipment in its sole discretion and without liability to account to Operator; providedbe surrendered with the Premises, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Lawas a part thereof, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term term hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railing and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at Landlord's option, shall pay to Landlord all costs arising from such removal. (b) Unless Landlord otherwise agrees in good condition writing, all such Alterations, additions or improvements affixed or built into the Premises (but excluding moveable trade fixtures and repairfurniture) shall become the property of Landlord and shall be surrendered with the Premises, ordinary wear as a part thereof, at the end of the Lease term, except that Landlord may, by written notice to Tenant given at least twenty (20) days prior to the end of the Lease term, require Tenant to remove all or any Alterations, decorations, additions, improvements and tear the like installed by Tenant, and to repair the Premises, or at Landlord's option to pay all costs in relation to any damage by casualty to the Premises arising from such removal. Any fixtures, furnishing or condemnation exceptedother personal property remaining after possession of the premises is returned to Landlord shall be the sole and exclusive property of Landlord and Tenant shall be liable for all costs incurred for removal.

Alterations. Except as otherwise agreed by the Parties in writing, Operator TENANT shall not paintmake any alterations, decorate, install canopies additions or awnings, improvements to the Demised Premises (whether or not the same may be structural in any way change the Building exterior (or the appearance thereof)nature) without LANDLORD’S prior written consent. No remodelingAll alterations, additions, alterationsor improvements made to the Demised Premises, or structural change except movable furniture and equipment installed at TENANT’S expense, shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation property of the SchoolLANDLORD and remain upon and be surrendered with the Demised Premises at the expiration of the term of this Lease; provided, all however, that LANDLORD may require TENANT to remove any additions made at no cost to IPS. No additions TENANT’S request to the existing Building or the construction of new buildings Demised Premises and to repair any damage caused by Operator shall be permitted. Operator may attach non-permanent materials such removal, and fixtures to the walls of the Facilities includingprovide further, without limitation, the cafeteria, library, common areas, grounds, parking lot that if TENANT has not removed its property and driveways of the Building. Upon equipment within ten (10) days after the expiration or earlier termination of this AgreementLease, Operator LANDLORD may remove any non-permanent materials and movable fixtures that it installed that are not attached elect to real retain the same as abandoned property. Any improvements, furnishingsIn the event TENANT shall request LANDLORD’S permission, and equipment installed LANDLORD shall permit TENANT to perform any alterations, additions, improvements or repairs to the 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 remain on the Building Demised Premises. In the event a construction lien shall be maintained filed against the Demised Premises as a result of work undertaken by OperatorTENANT, at Operator’s expenseTENANT shall within ten (10) days of receiving notice of such lien, in good condition and repairdischarge the lien of record either by payment of the indebtedness to the lien claimant or by filing a bond as security therefore. All permitted alterations, changes, partitions, and installations such work made by or on behalf of improvements (the “Alterations”) TENANT shall be 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 a contractor duly TENANT or its contractors shall not interfere with, impede or delay any work by LANDLORD or its contractors, tenants or TENANT’S contractors. All contractors engaged by TENANT shall be bondable, licensed by the state or local authority responsible for licensing building contractors and approved by IPScontractors, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for possessing good labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningrelations, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination capable of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedperforming quality workmanship.

Alterations. Except as otherwise agreed by the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator Tenant shall have the right to install all furnituremake, furnishingsat its sole expense, equipment alterations, modifications, additional installations, substitutions, improvements, renovations or betterments made at or to the Premises, or any part thereof, from and signage it reasonably deems necessary or desirable for its operation after the completion of the SchoolInitial Construction (collectively, all at no cost to IPS. No additions “ALTERATIONS”, but excluding the addition, renewal and replacement of FF&E), subject to the existing Building requirements set forth in this Section 3.2. (i) Tenant, at its expense, shall obtain all necessary permits and certificates from Governmental Authorities for the commencement and prosecution of any Alterations and final approval from Governmental Authorities and upon completion, promptly deliver copies of the same to Landlord and cause any Alterations to be performed in compliance with all applicable Legal Requirements and requirements of Permitted Leasehold Mortgagees and insurers of the Premises, and in a good and workmanlike manner, using materials and equipment at least equal in quality to the original quality of the installations at the Premises that are being replaced. (ii) The Landlord (solely in its capacity as the owner of the Sites) shall reasonably cooperate with Tenant in obtaining the permits and approvals required to be issued by Governmental Authorities in connection with construction on the Premises, including Alterations, required pursuant to the terms of this Lease and any necessary utility access agreements, shall sign any application reasonably made by Tenant which is required in order to obtain such permits and approvals and utility access agreements and shall provide Tenant with any information and/or documentation not otherwise reasonably available to Tenant (if available to the Landlord) which is necessary to procure such permits and approvals and utility access agreements. Tenant shall reimburse the Landlord, within ten (10) days after the Landlord’s demand accompanied by reasonably sufficient documentation, for any reasonable out-of-pocket cost or expense incurred by the Landlord in connection with Landlord’s assistance in obtaining the permits and approvals and utility access agreements. Notwithstanding anything to the contrary contained in the foregoing sentence, for so long as an Affiliate of Landlord owns, directly or indirectly, an equity interest in Tenant, Landlord shall not be entitled to any such reimbursement from Tenant other than as provided in the Partnership Agreement. (iii) No Alteration materially affecting the structural portions, roofs or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, elevator, plumbing, electrical, sanitary, mechanical or other service or utility systems of such Property shall be undertaken except under the supervision of a licensed architect or licensed professional engineer. (iv) The costs of all Alterations shall be borne by Tenant. (v) Landlord and other mechanical facilities or equipment; or Tenant acknowledge and agree that any Alterations shall be subject to the approval rights of the Theme Park Owner with respect to Creative Aspects (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining as defined in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove Resort Agreement) as set forth in the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to OperatorResort Agreement; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required extent there is any conflict arising out of Landlord’s approval rights pursuant to bring clause (i) or (ii) of Section 3.2(c) and the same in compliance with Applicable Law. IPS’ consent Theme Park Owner’s approval rights pursuant to the plans Resort Agreement as required thereby, Tenant and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements Landlord acknowledge and shall surrender agree that the Facilities at the end rights of the Term in good condition Theme Park Owner shall govern and repair, ordinary wear and tear and damage by casualty or condemnation exceptedcontrol.

Alterations. Except as otherwise agreed by the Parties in writing17.1 Tenant may make non-structural, Operator shall not paintinterior and/or exterior alterations, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodelingchanges, additions, improvements, reconstructions or replacements of any of the Premises (“alterations”), or structural change shall be made other than those which would result in a diminution in the Building value of the Premises that do not exceed the Threshold Repair Amount in the aggregate. Unless required by Operator without applicable federal, state or local law or regulation, Tenant shall obtain the prior written consent of IPSLandlord and Lender to any alteration (i) which would result in a diminution in the value of the Premises, (ii) the cost of which in the aggregate exceeds the Threshold Repair Amount or (iii) which is structural in nature, which consent to a structural alteration shall not be unreasonably withheld. Operator Without limitation, in determining whether a structural alteration is “reasonable” for purposes of subsection (iii) of the preceding sentence, Landlord shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, consider whether such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect alteration would impair the structural integrity of the Building; (b) Premises, would impair or affect the weather-tight condition fair market value of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, waterPremises, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or would otherwise adversely affect heatingthe overall marketability of the Premises, air conditioningas determined in Landlord’s reasonable discretion. 17.2 Tenant shall do all such work in a good and workmanlike manner, at its own cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days after notice of the filing of the same (by payment or by filing the necessary bond, or otherwise), any mechanics’, materialmen’s or other mechanical facilities or equipment; or (f) otherwise affect lien against the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator Premises and/or Landlord’s interest therein, which lien may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal arise out of any such personal property payment due for any labor, services, materials, supplies, or unattached equipment. Any personal property and unattached equipment remaining in furnished to or for Tenant in, upon, or about the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its Premises. 17.3 At Tenant’s sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion cost and without liability to account Landlord, Landlord agrees to Operatorreasonably cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is permitted or required to make hereunder; providedprovided none of the foregoing shall, Operator shall reimburse IPS in any manner, result in a material reduction of access to or ingress to or egress from the Premises, a diminution in the value of the Premises, a change in zoning having a material adverse effect on the ability to use the Premises for the costs of storing Healthcare Business by Tenant or disposal of such personal property or unattached equipment. Operator shall submit otherwise have a material adverse effect on the ability to IPS detailed plans and specifications use the Premises for the Healthcare Business by Tenant. 17.4 Tenant agrees that in connection with any Alterations alteration: (i) the fair market value of the Premises shall not be lessened by more than a de minimus extent after the completion of any such alteration, or its structural integrity impaired; (ii) all such alterations shall be performed in a good and evidence that said workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) Tenant shall promptly pay all costs and expenses of any such alteration; (iv) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration; and (v) all alterations shall be made (in the case of any alteration the estimated cost of which in any one instance exceeds the Threshold Repair Amount) under the supervision of an architect or engineer and in accordance with plans and specifications are which shall be submitted to Landlord and Lender (for information purposes only) prior to the commencement of the alterations. 17.5 All contracts and payments to contractors, subcontractors, suppliers and other persons in connection with any alteration, Restoration, repair or other work performed at the Premises shall be entered into, made and performed in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans all Laws and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedLegal Requirements.

Alterations. Except as otherwise agreed by the Parties in writing(a) Tenant shall not, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the Landlord's prior written consent of IPSconsent, which shall not be unreasonably withheld, make any alterations, improvements or additions (hereinafter collectively referred to as "ALTERATIONS") in, on or about the Premises. Operator Alterations shall have include, but shall not be limited to, the right to install all furnitureinstallation or alteration of security or fire protection systems, furnishingscommunication systems, equipment millwork, shelving, retrieval or storage systems, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC and signage it reasonably deems necessary or desirable for its operation plumbing. At the expiration of the SchoolTerm, (a) if Landlord, at the time of giving its consent to an Alteration, specified in writing to Tenant that such Alteration is to be removed at the expiration of the Term or (b) if Tenant failed to obtain Landlord's consent to any Alteration for which Landlord's consent is required, then in either case Tenant shall remove such Alterations and restore the Premises to its prior condition, at Tenant's expense. Other than Alterations described in items (i) and (ii) below, Tenant shall make its request to Landlord for proposed Alterations in writing, and shall include the plans and specifications prepared by a licensed architect or engineer. Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the Term, require that Tenant remove all at no cost to IPS. No additions or part of the Alterations and return the Premises to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures condition it was in prior to the walls making of the Facilities includingAlterations. In the event Tenant makes any Alterations, without limitationTenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, the cafeteriainsurance coverages required by Section 13 below and to provide to Landlord, libraryprior to the commencement of any work, common areascertificates evidencing such insurance, groundswhich certificates shall list Landlord as an additional insured. Notwithstanding the foregoing, parking lot Landlord's consent shall not be required for (i) any Alteration that is of a cosmetic nature such as painting, wallpapering, hanging pictures and driveways installing carpeting or (ii) any single Alteration the cost of which (labor and materials) is less than $20,000.00 and such Alteration will not affect or involve a Building system, mechanical system, or a structural portion of the Building. Upon . (b) Tenant agrees to pay promptly for any work done by Tenant or material furnished in or about the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingsPremises, and equipment installed on Tenant shall not permit or suffer any lien to attach to the Building Premises and shall cause any such lien or any claim therefor, to be maintained by Operator, at Operator’s expense, in good condition and repairreleased within 30 days after notice thereof. All permitted alterationswork done by Tenant in or about the Premises shall comply with all Laws. (c) Tenant shall not erect or install signage at the Premises without Landlord's prior written approval as to size, changes, partitionsdesign, and installations of improvements (the “Alterations”) location, which approval shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees Tenant shall be solely responsible to indemnify obtain all zoning approvals and save harmless IPS from any permits associated with Tenant's signage. Notwithstanding the foregoing, Tenant is authorized to modify and/or replace the signage existing at the Premises on the Commencement Date without Landlord's prior written approval so long as the size of the modified or replacement signage is not larger than the existing signage and is in the same location as the existing signage, subject in all costs or expensesrespects to Laws, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningzoning ordinances, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination local laws, compliance of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as which shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedTenant's responsibility.

Alterations. Except Tenant may, from time to time, at its expense, make alterations or improvements in and to the Premises (hereinafter collectively referred to as otherwise agreed by “Alterations”), provided that Tenant first obtains the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPSLandlord, which except that Tenant does not have to request Landlord’s consent for any Alterations that are purely cosmetic and non-structural, and cost less than $50,000.00 per project. All of the following shall apply with respect to all Alterations: (a) the Alterations are non-structural and the structural integrity of the Property shall not be unreasonably withheld. Operator affected; (b) the Alterations are to the interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the right performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to install all furnitureLandlord, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. Such insurance policies shall satisfy all obligations imposed under Section 10.2. Tenant shall cause the SchoolAlterations to be performed in compliance with all applicable permits, all Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, using new materials and equipment at no cost to IPS. No additions least equal in quality and class to the existing Building or standards for the Property established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans (upon completion), copies of all construction contracts, governmental permits and certificates and proof of new buildings by Operator shall be permitted. Operator may attach non-permanent materials payment for all labor and fixtures to the walls of the Facilities materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the cafeteriatime Landlord so consents, library, common areas, grounds, parking lot and driveways of the Building. Upon Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertyLease. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator If Landlord requires Tenant to remove the sameAlterations, at IPS’ option in its sole discretionthen, become during the property remainder of IPSthe Term, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator Tenant shall reimburse IPS be responsible for the costs maintenance of storing appropriate commercial property insurance (pursuant to Section 10.2) therefor; however, if Landlord shall not require that Tenant remove the Alterations, such Alterations shall constitute Landlord’s Property (defined below) and Landlord shall be responsible for the insurance thereof, pursuant to Section 10.2. Landlord shall not charge Tenant any oversight, management, administrative or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with other fee for any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end approvals of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedAlterations.

Alterations. Except as otherwise agreed by the Parties outlined in writingparagraph 20 herein, Operator shall Tenant will not paint, decorate, install canopies or awningsmake, or permit anyone to make, any alterations in or additions to the Premises or Building; nor will it install any way change equipment of any kind that will require any alterations in or additions to the Building exterior (water system, plumbing system, heating system, air conditioning system, or the appearance thereof). No remodelingelectrical system, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPSLandlord. If such consent shall be given by Landlord, which all such work shall be at Tenant’s expense and at such times and in such manner as Landlord may designate. Tenant shall not be unreasonably withheld. Operator shall have the right permit any mechanic’s or materialmen’s liens to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions attach to the existing Building Premises or this leasehold interest. Tenant shall perform such alterations in accordance with all applicable governmental laws and ordinances and in accordance with the construction terms of new buildings this Lease. If any such alterations, additions or installations are made without such consent or contrary to the time and manner designated by Operator Landlord, Landlord may correct or remove them and Tenant shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible liable for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur expenses incurred by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of Landlord in the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination performance of this Agreementwork. All alterations, provided that Operator shall repair any and all damage caused additions or installations made by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement Tenant shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionunless Landlord elects otherwise, become the property of IPS, Landlord and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for remain upon the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable LawPremises. In any event, Operator the event Landlord shall not remove any improvements and shall surrender the Facilities at elect to terminate this Lease prior to the end of the Term in good condition Term, such alterations, additions or installations by Tenant hereof may be removed by the Tenant and repairTenant shall repair any damage caused by such removal, ordinary wear all at Tenant’s sole cost and tear and damage by casualty or condemnation exceptedexpense.

Alterations. Except as otherwise agreed by the Parties in writing, Operator A. Sublessee shall not paintmake or cause, decoratesuffer or permit the making of any alteration, install canopies addition, change, replacement or awningsinstallation, whether at the commencement of the term of this Sublease or thereafter, in any way change or to the Building exterior Premises (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator hereinafter referred to as “Sublessee’s Work”) without obtaining the prior written consent of IPSSublessor in each instance, which consent shall not be unreasonably withheld. Operator shall have , conditioned or delayed: provided, however, notwithstanding the right to install all furnitureforegoing, furnishings, equipment Sublessee need only seek and signage it reasonably deems necessary or desirable for its operation obtain Sublessor’s consent if Sublessee’s Work will involve modification of the School, all at no cost to IPS. No additions to the existing Building structure or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls utilities systems of the Facilities includingPremises or will cost more than $50,000.00 to complete, without limitation, or require filing for a building permit with the cafeteria, library, common areas, grounds, parking lot and driveways of the BuildingNYC Building Department. Upon the expiration or earlier termination of this Agreement, Operator may remove With respect to any non-permanent materials and movable fixtures that it installed that are not attached Sublessee’s Work. Sublessee shall (i) obtain Sublessor’s prior written consent to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at OperatorSublessee’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Buildingsubcontractors; (bii) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS Sublessor, for Sublessor’s written approval, detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for Sublessee’s Work. (iii) at Sublessee’s sole cost and expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies. (iv) perform such Sublessee’s Work in accordance with all applicable laws, the construction procedures set forth in this Sublease, the Prime Lease as incorporated herein or such other procedures and rules and regulations (including the Operating Rules) as Sublessor shall determine; and (v) not allow Sublessee’s contractors and subcontractors to disrupt or materially interfere with Sublessor’s construction of its Lessee Improvements (as defined in the Prime Lease). Sublessee shall reimburse Sublessor for all reasonable out-of-pocket costs incurred by Sublessor in connection with any Alterations and evidence that said plans Sublessor’s review of plans, drawings and specifications are relating to Sublessee’s Work, Throughout the Term of this Sublease. Sublessee shall provide documentation to Sublessor (in compliance with Applicable Lawthe form of contractor’s invoices or other evidence reasonably satisfactory to Sublessor) evidencing the cost of all construction work performed at the Premises. If such Alterations are not in compliance with Applicable Law, Operator Sublessee shall, at Operatorits expense, discharge any mechanic’s cost, make such modification lien filed against the Premises or alteration the Chelsea Piers for work claimed to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specificationshave been done for, or any work proposed materials claimed to have been furnished to, Sublessee within thirty (30) days after receipt of notice of the filing thereof, by payment or completed filing the bond required by Operatorlaw. Upon completion of Sublessee’s Work, Sublessee, at Sublessee’s sole cost and expense, shall not be deemed a representation obtain certificates of final approval required by any governmental or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements quasi-governmental bodies and shall surrender the Facilities at the end furnish to Sublessor with copies thereof together with copies of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedfinal “as-built” plans.

Alterations. Except as otherwise agreed by (a) Tenant will not make or suffer to be made any alterations, additions or improvements in excess of $1,000, excluding the Parties in writinginitial Tenant Improvements, Operator shall not paint(collectively "Alterations") to or upon the Premises, decorate, install canopies or awningsBuilding, or in any way change the Building exterior (or the appearance part thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator attach any fixtures or equipment thereto, without the prior first obtaining Landlord's written consent of IPSapproval, which shall not be unreasonably withheldwithheld or delayed. Operator shall have Any Alterations to or upon the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator Premises shall be permitted. Operator may attach non-permanent materials made by Tenant at Tenant's sole cost and fixtures expense and any contractor selected by Tenant to make the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building same shall be maintained by Operator, at Operator’s expense, in good condition and repairsubject to Landlord's reasonable prior written approval. All permitted alterationssuch Alterations permanent in character, changesmade in or upon the Premises either by Tenant or Landlord, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination option of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionLandlord, become the Landlord's property of IPSand, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term term or any extension hereof, shall remain on the Premises without compensation to Tenant unless Landlord requests that Tenant remove any such Alterations. Notwithstanding the above, Tenant's work stations and other items of personal property shall remain Tenant's property. (b) Any Alterations shall, when completed, be of such a character as not to lessen the value of the Premises or such improvements as may be then located thereon. Any Alterations shall be made promptly and in a good condition workmanlike manner and repairin compliance with all applicable permits and authorizations and building and zoning laws and with all other laws, ordinary wear ordinances, orders, rules, regulations and tear requirements of all federal, state and damage municipal governments, departments, commissions, boards and offices. The costs of any such Alterations shall be paid by casualty Tenant, so that the Premises be free of liens for services performed, labor and material supplied or condemnation exceptedclaimed to have been supplied. Before any Alterations shall be commenced, Tenant shall pay any increase in premiums on insurance policies (provided for herein) or ensure adequate coverage is in place for all risks related to the construction of such Alterations and the increased value of the Premises.

Alterations. Except as otherwise agreed by the Parties in writingfor work or alterations of a cosmetic, Operator shall not paintdecorative, decoratenon-structural nature, install canopies or awnings, or which do not: (a) involve in any way change manner the Building exterior mechanical, electrical or plumbing systems in the Building; or (or b) exceed the appearance thereof). No remodelingcost of $50,000.00 in the aggregate, additions, alterations, or structural change which aggregate shall be made include any work performed in any other premises leased by Tenant in the Building by Operator pursuant to another lease with Landlord, in any six-month period, Tenant shall not do any work in or about the Leased Premises or make any alterations or additions thereto, without the prior written consent of IPSLandlord, which consent shall not be unreasonably withheld or delayed. All such work to which Landlord consents shall be performed and installed at Tenant’s sole cost and expense in accordance with plans and specifications to be supplied by Tenant, which plans and specifications, and the contractors, subcontractors and all suppliers of labor or materials shall in all instances first be subject to Landlord’s approval, which shall not be unreasonably withheldwithheld or delayed. Operator Landlord shall have the right respond to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable any request by Tenant for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at OperatorLandlord’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expensesapproval, including attorneys’ feesany such request made in connection with the Initial Work, that IPS may incur by reason within thirty (30) days, and, if Landlord does not give its approval, Landlord shall specify its reasons for not giving its approval. During the performance of any claim work, whether or not Landlord’s consent is required therefor, Tenant shall maintain such insurance as Landlord may reasonably require for labor performed the benefit of Landlord or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or such other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator parties as herein providedLandlord shall designate in writing. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator Tenant shall reimburse IPS Landlord for the Landlord’s actual out-of-pocket costs in reviewing Tenant’s plans for any alterations requiring Landlord’s approval. Landlord shall provide Tenant with invoices from those professionals from whom Landlord incurred fees in support of storing or disposal of such personal property or unattached equipmentLandlord’s demand for reimbursement in accordance with this Section. Operator shall submit Landlord will make commercially reasonable efforts to IPS detailed plans and specifications cooperate with Tenant in connection with any Alterations application Tenant makes to obtain any permits, licenses, approvals and/or sign-offs necessary for any alterations or improvements Tenant makes pursuant to this Section. Within 30 days of completion of any alterations or improvements, regardless of whether Landlord’s consent is required therefor, Tenant shall furnish Landlord with complete as-built sepia and evidence that said plans and specifications are in compliance with Applicable LawCAD drawings thereof. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, Landlord shall not be deemed charge Tenant a representation or affirmation regarding compliance supervisory fee in connection with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedwork performed pursuant to this Section.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no structural alterations, additions or structural change shall be made in improvements to the Building by Operator Premises without the express prior written consent of IPS, Landlord which consent shall not be unreasonably withheldwithheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Operator Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to install all furniture, furnishings, equipment finance any alterations or improvements permitted hereunder and signage it reasonably deems necessary or desirable for may pledge its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of interest in this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator Lease as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operatorsecurity therefor; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications however, that any liens granted in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration financings shall be subordinate to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end rights of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedLandlord under this Lease.

Alterations. Except Anything in Article 3 to the contrary notwithstanding, Landlord shall not unreasonably withhold or delay approval of written requests of Tenant to make non-structural interior alterations, decorations, additions and improvements (herein referred to as otherwise agreed "alterations") in the demised premises, provided that such alterations do not adversely affect utility services or plumbing and electrical lines or other systems of the building, and provided that all such alterations shall be performed in accordance with the following conditions: (a) All such alterations costing more than $10,000 shall be performed in accordance with plans and specifications first submitted to Landlord for its prior written approval which will not be unreasonably delayed or withheld. (b) All alterations shall be done in a good and workmanlike manner. All alterations shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directions, rules and regulations of governmental authorities having jurisdiction; and Tenant shall, prior to the commencement of any such alterations, at its sole cost and expense, obtain and exhibit to Landlord any governmental permit required in connection with such alterations. (c) All work in connection with alterations shall be performed with union labor having the proper jurisdictional qualifications. (d) Tenant shall keep the building and the demised premises free and clear of all liens for any work or material claimed to have been furnished to Tenant or to the demised premises. (e) Prior to the commencement of any work by or for Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of the following insurance: (i) Workmen's compensation insurance covering all persons employed for such work and with respect to whom death or bodily injury claims could be asserted against Landlord, Tenant or the demised premises. (ii) General liability insurance naming Landlord, its designees, and Tenant as insureds, with limits of not less than $500,000 in the event of bodily injury to one person and not less than $1,000,000 in the event of bodily injury to any number of persons in any one occurrence, and with limits of not less than $50,000 for property damage. Tenant, at its sole cost and expense, shall cause all such insurance to be maintained at all times when the work to be performed for or by Tenant is in progress. All such insurance shall be in a company authorized to do business in New York and all policies, or certificates therefor, issued by the Parties in writinginsurer and bearing notations evidencing the payment of premiums, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made delivered to Landlord. (f) All work to be performed by Tenant shall be done in a manner which will not unreasonably interfere with or disturb other tenants and occupants of the Building by Operator without the prior written consent of IPS, which building. (g) Tenant shall not be unreasonably withheld. Operator shall have the right required to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvementsfixtures, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changespanelling, partitions, railings or other installations presently constituting a part of the demised premises, constituting a part of the initial fitting up of the demised premises for Tenant's occupancy or installed by Landlord at its expense. (h) All trade fixtures and installations other movable property installed by Tenant in the demised premises shall remain Tenant's property and shall be removed by Tenant on or before the expiration date, provided only that Tenant shall repair any resultant damage to the demised premises. (i) Any alterations to be made by Tenant (other than plumbing and electrical work) may be performed by any reputable contractor or mechanic (collectively "Contractor") selected by Tenant and approved by Landlord, which approval Landlord agrees it will not unreasonably withhold or delay, provided the Contractor's performance of improvements the alterations would not result in any labor discord in the Building. (j) Tenant may, at any time during the “Alterations”Term, remove any alteration made by Tenant, solely at its expense, provided Tenant promptly repairs any damage resulting from such removal. (k) Any restoration or repair which Tenant is required to make (whether structural or non-structural) shall be performed by a contractor duly licensed by the state of quality or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made class equal to the then Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedStandard.

Alterations. Except as otherwise agreed for the improvements to be made by Tenant pursuant to the Parties in writingWork Agreement, Operator shall Tenant will not paintmake or permit anyone to make any alterations, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodelingdecorations, additions, alterationsor improvements, structural or otherwise, in or to the Demised Premises, the Building, or structural change shall be made in the Building by Operator grounds, without the prior written consent of IPSLandlord, which shall not may be unreasonably withheldwithheld by Landlord in its sole discretion. Operator shall have the right All such alterations, decorations, additions, or improvements permitted by Landlord must conform to install all furniturerules, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingsregulations, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations requirements of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any appropriate federal, state, or local statutegovernments, regulationand conform harmoniously with the Building’s design and interior decoration. As a condition precedent to such written consent of Landlord, codeTenant 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, ordinancefor 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 other lien is filed against the Demised Premises or the real property of which the Demised Premises are a part, for work claimed to have been done for, or materials claimed to have been furnished to Tenant, such mechanic’s, materialmen’s or other law lien shall be discharged 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 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, 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 the installation of making any Alteration or fixturessuch alterations, equipmentdecorations, additions, or partitions by Operator as herein providedimprovements. No installation ofIf any alteration, repair todecoration, addition, or other activity concerning equipment within improvement is made without the prior written consent of Landlord, Landlord may correct or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to 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 IPS’ option in its sole discretionLandlord’s election, immediately become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements Landlord and shall surrender remain upon and be surrendered with the Facilities 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 good condition 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 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 repairexpense and if Tenant fails to remove the same, ordinary wear then Landlord may remove the same at Tenant’s expense, and tear Tenant shall reimburse Landlord for the reasonable, out-of-pocket cost of such removal together with any and damage all damages that Landlord may sustain by casualty or condemnation exceptedreason of such default by Tenant.

Alterations. Except as otherwise agreed by the Parties in writing, Operator (a) Brillian shall not paint, decorate, install canopies make any building or awnings, leasehold alterations or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterationsincluding remodeling or signage, 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 structural change 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 Sublet Premises or any part 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 Master 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 Building by Operator without same manner as that required for all other portions of the prior written consent of IPS, which shall not be unreasonably withheld. Operator Sublet Premises. (b) Brillian shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary place a sign or desirable for its operation signs on the façade of the SchoolBuilding, 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 any such signs, which consent shall not be unreasonably withheld or delayed; (ii) any such signs shall comply with all applicable laws, rules, regulations, and covenants, conditions, and restrictions of record; and (iii) TFS may require that Brillian remove any such signs at the expiration of the Term and repair any damage to the Building caused by such removal, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at OperatorBrillian’s sole expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepted.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paintmake any alterations, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodelingimprovements, additions, alterationsinstallations, or structural change shall be made changes of any nature in or to the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation Premises (any of the Schoolpreceding, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall unless (i) Tenant first obtains Landlord’s written consent, provided, however, that minor, interior cosmetic alterations such as painting, wall papering, carpeting or hanging pictures or moving furniture and temporary partitions or cubicldes (the aggregate cost of which will not exceed $50,000.00, and which alteration will not be performed visible from outside the Premises or affect any structural components of the Project) does not require Landlord’s approval so long as Tenant notifies Landlord in writing of the nature and extent of such alteration at least 15 business days before commencing such alteration); (ii) Tenant complies with all conditions which may be imposed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expensesLandlord, including attorneys’ feesbut not limited to Landlord’s selection of specific contractors or construction techniques and the requirements of the attached Exhibit “C”; and (iii) Tenant pays to Landlord the reasonable costs and expenses of Landlord for architectural, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinanceengineering, or other law that consultants which reasonably may arise be incurred by reason Landlord in determining whether to approve any such Alterations. At least 30 days prior to making any Alterations, Tenant shall submit to Landlord, in written form, proposed detailed plans of such Alterations. Tenant shall, prior to the commencement of any Alterations, at Tenant’s sole cost, (i) acquire (and deliver to Landlord a copy of) any required permit from the appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant’s sole cost, in a prompt and expeditious manner), (ii) provide Landlord with ten days’ prior written notice of the date the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any Alteration of Tenant’s employees installing or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other involved with such Alterations made to the Building shall: (a) adversely affect the structural integrity which insurance Tenant shall maintain on an occurrence basis in force until completion of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse wayAlterations). Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator All Alterations shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, installation become the property of IPSLandlord and shall remain on and be surrendered with the Premises on the Expiration Date, and IPS may retain except that Landlord may, at its election, require Tenant to remove any or dispose all of such personal property and unattached equipment the Alterations, by so notifying Tenant in its sole discretion and without liability to account to Operator; providedwriting on or about the Expiration Date, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Lawwhich event, Operator Tenant shall, at Operator’s its sole cost, make such modification on or alteration before the Expiration Date or within five days of Landlord’s request, if after the Expiration Date, repair and restore the Premises to the completed Alterations as shall be required to bring condition of the same in compliance with Applicable Law. IPS’ consent Premises prior to the plans installation of the Alterations which are to be removed. Tenant shall pay all costs for Alterations and specificationsother construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanics’ and materialmen’s liens resulting from or relating to any Alterations or other construction. Tenant may, at its election, contest the correctness or validity of any such lien provided that (a) immediately on demand by Landlord, Tenant procures and records a lien release bond, issued by a corporation satisfactory to Landlord and authorized to issue surety bonds in California, in an amount equal to 150 percent of the amount of the claim of lien, which bond meets the requirements of California Civil Code Section 3143 or any work proposed or completed by Operatorsuccessor statute, shall not be deemed a representation or affirmation regarding compliance with any and (b) Landlord may, at its election, require Tenant to pay Landlord’s attorneys’ fees and costs incurred in participating in such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedan action.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made in improvements to the Building by Operator Premises without the prior written consent of IPSLandlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withheld. Operator shall have withhold its consent to any alterations, additions or improvements to the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation Premises which cost less than One Dollar ($1.00) per square foot of the School, all at no cost to IPS. No additions to improved portions of the existing Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or the construction of new buildings by Operator shall outside areas (or be permitted. Operator may attach non-permanent materials and fixtures to the walls visible from adjoining sites), or (ii) affect or penetrate any of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Upon Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and requirements as to the expiration or earlier termination of this Agreementmanner, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingstime, and equipment installed on contractor for performance of the Building work. Tenant shall be maintained by Operatorobtain all required permits for the work and shall perform the work in compliance with all applicable laws, at Operator’s expenseregulations and ordinances, in good all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). If any governmental entity requires, as a condition and repair. All permitted to any proposed alterations, changes, partitions, and installations of additions or improvements (to the “Alterations”) shall be performed Premises by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ feesTenant, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations improvements be made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningCommon Areas, and other mechanical facilities or equipment; or (f) otherwise affect if Landlord consents to such improvements to the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this AgreementCommon Areas, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if not removed within 10 days after written demand from IPS to Operator to remove the samerequired by Landlord, at IPS’ option Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of IPS, Landlord and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring surrendered with the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities Premises at the end of the Term Term, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant's request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in good condition and repairthis Lease or in any Exhibit to this Lease, ordinary wear and tear and damage by casualty should Landlord make any alteration or condemnation exceptedimprovement to the Premises for Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in make nor permit to be made any way change the Building exterior (or the appearance thereof). No remodelingalterations, additions, alterationsimprovements, or structural change shall be made in installations to or of the Building by Operator Premises or any part thereof, except moveable furniture and trade fixtures, without the prior written consent of IPSLandlord, which consent shall not be unreasonably withheld. Operator Notwithstanding anything contained herein to the contrary, Tenant shall have the right to install all furnituremake any alterations to the Premises, furnishingswithout Landlord's consent, equipment and signage it reasonably deems necessary which do not exceed $10,000.00 in cost, do not Impact the Building's systems or desirable for its operation structure, are not visible from the exterior of the SchoolPremises, all at no cost to IPS. No additions to the existing Building and are of a cosmetic nature such as painting, wallpapering, hanging pictures, or the construction installation of new buildings by Operator furniture. Any alterations, additions, improvements, or installations to or of the Premises, except moveable furniture and trade fixtures, shall be permitted. Operator may attach non-permanent materials completed in compliance with all laws and fixtures to the walls of the Facilities ordinances, including, without limitation, the cafeteriaADA, libraryand all rules and regulations of all governmental authorities having jurisdiction of or over the Premises. All such alterations, common areasadditions, grounds, parking lot improvements and driveways installations shall at once become a part of the Buildingrealty and belong to Landlord. In the event Landlord consents to alterations, additions, improvements, or installations pursuant to this Article, the same shall be made by Tenant at Tenant's sole cost and expense, and selection by Tenant of any person or entity to construct or install the same shall be subject to the prior written consent of Landlord, which consent may be conditioned upon (1) Tenant providing Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of all of such alterations, additions, improvements or Installations and (2) acquisition by Tenant of all permits needed to authorize such alterations, additions, improvements or installations from the appropriate governmental agencies, furnishing a copy thereof to Landlord at least ten (10) days prior to the commencement of such work and complying with all of the conditions of such permits in a prompt manner. It shall be a material breach hereof for Tenant to make any alterations, additions, improvements or installations without the prior consent of Landlord, and in addition to any other remedies Landlord may have, Landlord may require that Tenant remove any or all of the same within thirty (30) days of receipt by Tenant of a notice demanding such removal. Upon the expiration or earlier sooner termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition hereof and repairupon demand by Landlord, ordinary wear Tenant, at Tenant's sole cost and tear expense, shall forthwith and with all due diligence remove any such alterations, additions, improvements, or installations designated by Landlord to be removed and repair any damage to the Premises caused by casualty or condemnation exceptedsuch removal.

Alterations. Except as otherwise agreed by allowed under this Lease, including, without limitation, the Parties in writingWork Letter Agreement, Operator Tenant shall not paint, decorate, install canopies make or awnings, or in suffer to be made any way change the Building exterior (or the appearance thereof). No remodelingalterations, additions, alterationsor improvements in, on, or structural change shall be made in to the Building by Operator Premises or any part thereof without the prior written consent of IPSLandlord, which consent shall not be unreasonably withheld, and no such alterations, additions or improvements shall be made without the supervision of Landlord’s designated agent or representative. Operator shall have In the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions event Landlord consents to the existing Building making of any such alterations, additions, or improvements by Tenant, the construction of new buildings by Operator same shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained made by OperatorTenant, at Operator’s Tenant's sole cost and expense, in good condition accordance with all applicable laws, ordinances, and repairregulations and all requirements of Landlord's and Tenant's insurance policies. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) work shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors in accordance with plans and specifications approved by IPSLandlord, such approval not and each contractor and subcontractor must first be approved in writing by Landlord, or, at Landlord's option, the alteration, addition or improvement shall be made by Landlord for Tenant's account, and Tenant shall reimburse Landlord for the cost thereof upon demand. To the extent that Tenant requests that Landlord manage any construction services to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from the Premises, then Landlord may charge a fee for any and all costs such construction supervision provided by Landlord’s designated agents or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications representatives in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Lawsuch alterations, additions or improvement to the Premises by Tenant. If such Alterations are not in compliance with Applicable Law, Operator shallSuch fee, at OperatorLandlord’s costoption, make such modification or alteration to the completed Alterations as shall be required to bring either a fixed fee or a fee calculated an hourly basis considering the same time expended by Landlord’s agents or representatives in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedsupervising Tenant’s construction.

Alterations. Except as otherwise agreed by the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-weather- tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepted.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made in improvements to the Building by Operator Premises (including, without limitation, roof and wall penetrations) or any part thereof without obtaining the prior written consent of IPSLandlord in each instance. Such consent may be granted or withheld in Landlord’s sole and absolute discretion. Landlord may impose as a condition to such consent such requirements as Landlord may deem necessary, in its sole and absolute discretion, including, without limitation that: (a) Landlord be furnished with working drawings before work commences; (b) performance and labor and material payment bonds in form and amount and issued by a company satisfactory to Landlord be furnished; (c) Landlord approve the contractor by whom the work is to be performed; (d) adequate course of construction and general liability insurance be in place and Landlord be named as an additional insured under the contractor’s liability and property insurance policies; and (e) Landlord’s instructions relating to the manner in which the work is to be performed and the times during which it is to be accomplished shall not be unreasonably withheldcomplied with. Operator Tenant shall have the right pay to install Landlord all furniturecosts incurred by Landlord for any architectural, furnishingsengineering, equipment and signage it reasonably deems necessary supervisory or desirable for its operation legal services in connection with any alterations, additions or improvements, including, without limitation, Landlord’s review of the Schoolplans, specifications and budget for purposes of determining whether to consent. All such alterations, additions or improvements must be performed in a good and workmanlike manner in compliance with all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials laws, rules and fixtures to the walls of the Facilities regulations, including, without limitation, the cafeteriaAmericans with Disabilities Act of 1990, libraryand diligently prosecuted to completion. Tenant shall deliver to Landlord upon commencement of such work, common areas, grounds, parking lot and driveways a copy of the Buildingbuilding permit with respect thereto, and a certificate of occupancy or other final inspection and approval from the applicable governmental authority having jurisdiction over the Premises and the Project, if applicable, immediately upon completion of the work. Upon All such work shall be performed so as not to obstruct the access to the premises of any other tenant in the Building or Project. Should Tenant make any alterations, additions or improvements without Landlord’s prior written consent, or without satisfaction of any of the conditions established by Landlord in conjunction with granting such consent, Landlord shall have the right, in addition to and without limitation of any right or remedy Landlord may have under this Lease, at law or in equity, to require Tenant to remove all or some of the alterations, additions or improvements at Tenant’s sole cost and restore the Premises to the same condition as existed prior to undertaking the alterations, additions or improvements, or if Tenant shall fail to do so, Landlord may cause such removal or restoration to be performed at Tenant’s expense and the cost thereof shall be Additional Rent to be paid by ▇▇▇▇▇▇ immediately upon demand. Landlord shall have the right to require Tenant, at Tenant’s expense, to remove any and all alterations, additions or improvements and to restore the Premises to its prior condition upon the expiration or earlier sooner termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertyLease. Any improvements, furnishings, and equipment installed on the Building Tenant shall be maintained by Operator, notify Landlord in writing at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements least ten (the “Alterations”10) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made days prior to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal commencement of any such personal property work in or unattached equipment. Any personal property and unattached equipment remaining in about the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPSPremises, and IPS may retain Landlord shall have the right at any time and from time to time to post and maintain notices of non-responsibility in or dispose of such personal property and unattached equipment in its sole discretion and without liability about the Premises pursuant to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedapplicable laws.

Alterations. Except Landlord agrees to install at Landlord’s cost and expense, the improvements described in EXHIBIT C attached hereto (the “Improvements”), all of which shall be and remain the property of Landlord. Landlord shall perform such work diligently in a good and workmanlike manner in substantial conformance with the plans and specifications attached as EXHIBIT C (including the drawings, schedules, specifications and AutoCAD Files referenced therein) or otherwise agreed approved by Tenant, and in accordance with all applicable governmental laws, rules, regulations and other requirements. Landlord will apply for and obtain all permits, licenses and certificates necessary for installation of the Parties Improvement described in EXHIBIT C. All other improvements, alterations, additions, partitions, fixtures, removals and restoration to the Leased Premises (the “Tenant’s Improvements”) shall be installed at the cost and expense of Tenant (which cost shall be payable on demand as Rent to Landlord), but only if such improvements, alterations, partitions, fixtures, removals and/or restorations are: (i) approved in advance by Landlord in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPS, which approval shall not be unreasonably withheld, conditioned or delayed; (ii) made in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord; (iii) performed in accordance with and in compliance with all governmental laws, ordinances, rules and regulations; (iv) made or performed only by Landlord or by contractors and subcontractors approved in writing by Landlord (which approval shall not be unreasonably withheld); and (v) performed in a good workmanlike manner and diligently prosecuted and so as not to damage the structure or structural qualities of the Building. Operator Notwithstanding the foregoing, Tenant shall have the right right, upon prior written notice to install Landlord but without Landlord’s consent, to make any Tenant’s Improvements to the Leased Premises which do not affect the structure and the mechanical, electrical, plumbing and life safety systems of the Building and do not exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00) in aggregate in any consecutive twelve (12) month period. All Tenant’s Improvements shall be and remain the property of Tenant during the Term of this Lease, provided, however, that, unless Landlord otherwise elects as hereinafter provided, all furnituresaid Tenant’s Improvements shall, furnishingsupon the expiration or termination of this Lease, equipment or the earlier vacation of the Leased Premises, become and signage it reasonably deems be deemed to be the property of Landlord and title thereto shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale without further act or deed on the part of Tenant and Tenant shall, at Landlord’s request, promptly execute and deliver such bills of sale or other documents or instruments as Landlord may deem necessary or desirable for its operation to evidence the foregoing. Notwithstanding anything to the contrary contained in the foregoing, Tenant shall remove all Tenant’s Improvements (and any wiring and cabling or similar improvements installed by Tenant as part of the School, all at no cost initial Improvements or as part of the initial Tenant’s Improvements) and restore the Leased Premises to IPS. No additions its condition prior to the existing Building installation or construction thereof by the construction date of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to expiration of this Lease or in the walls event of the Facilities earlier vacation of the Leased Premises or termination of this Lease, unless, at the time of Landlord’s approval, or if Landlord’s approval is not required, at the time of original installation, Landlord agreed in writing that such removal was not required. Tenant shall, prior to any such construction or work, 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 costs thereof and to protect Landlord against any loss from any mechanics’, laborers’, materialmen’s or other liens. Tenant hereby indemnifies and saves Landlord harmless from and against any and all loss, liability, damage, penalty, cost, expense or fee (including, without limitation, the cafeteria, library, common areas, grounds, parking lot court costs and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including reasonable attorneys’ fees, that IPS may incur ) incurred by reason or asserted against Landlord as a result of the existence or threat of any claim for labor performed lien against the Building, Leased Premises or material furnished or violation of Property. At Landlord’s request, Tenant will notify any federalcontractors, statesubcontractors and materialmen performing work on, or local statutesupplying materials for, regulation, code, ordinance, or other law the Leased Premises that may arise by reason Tenant is not acting as the agent of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications Landlord in connection with any Alterations and evidence such work and/or shall post signs on the Leased Premises to that said plans and specifications are in compliance effect. All risk of loss with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration respect to the completed Alterations as Tenant’s Improvements during the Term hereof shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end sole responsibility of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedTenant.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in create any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made openings in the Building by Operator roof or exterior walls, nor shall Tenant make any alterations or additions to the Leased Premises without the prior written consent of IPSthe Landlord, which consent shall not be unreasonably withheld. Operator In the event of an improvement or alteration, Landlord shall have the right to install all furniture, furnishings, equipment and signage determine (at the time such approval is given) whether it reasonably deems necessary shall be left or desirable for its operation removed at the expiration or termination of the SchoolLease, except as required by any governmental authority. Tenant shall be responsible to make all at no cost to IPS. No additions additions, improvements, alterations, and repairs on the Leased Premises and on and to the existing Building appurtenances and equipment thereof, required by any governmental authority or which may be made necessary by the construction act or neglect of new buildings by Operator any person, firm or corporation, private or public, claiming by, through or under Tenant. Any improvement or alteration shall be permitted. Operator may attach non-permanent materials done in a good and fixtures to workmanlike manner and in compliance with all applicable permits and authorizations and building and zoning laws, and with all other laws, ordinances, rules, regulations, and requirements of all Federal, State, and municipal governments, departments, commissions, boards, and officers, and in accordance with the walls orders, rules, and regulations of the Facilities National Board of Fire Underwriters or any other body exercising similar functions. Upon completion of any work by or on behalf of Tenant, the Tenant shall provide Landlord with such documents as Landlord may require (including, without limitation, the cafeteria, library, common areas, grounds, parking lot sworn contractor’s statements and driveways supporting lien waivers) evidencing payment in full for such work. Tenant shall provide Landlord with sufficient advance written notice of the Building. Upon commencement of any work which may result in a mechanic’s or materialman’s lien against the expiration or earlier termination Leased Premises so that the Landlord can post sufficient notices of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertyliability. Any improvements, furnishings, and equipment installed on the Building Tenant shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (responsible to make all alterations so that the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications Leased Premises are in full compliance with Applicable Law. If such Alterations are not in compliance the Americans with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedDisabilities Act.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies make or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall suffer to be made in any alteration, addition or improvement to or of the Building by Operator Premises or any part thereof (collectively referred to herein as “alterations”) without (i) the prior written consent of IPS, Landlord (which consent shall not be unreasonably withheldwithheld 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 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. Operator Any alteration made by Tenant (excluding moveable furniture and trade fixtures not attached to the Premises) shall at once become a part of the 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. If Landlord consents to the making of any alteration by Tenant, the same shall be 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 install all furnitureapprove such contractor or person if the same is a duly licensed contractor and a valid building permit is issued by the appropriate governmental authority), furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator same shall be permittedmade at such time and in such manner as Landlord may from time to time designate. Operator may attach non-permanent materials Tenant shall, if required by Landlord, secure at Tenant’s cost a completion and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Buildinglien indemnity bond for such work. Upon the expiration or earlier sooner termination of this Agreementthe term, Operator may Landlord may, at is sole option, require Tenant, at Tenant’s sole cost and expense, to promptly both remove any non-permanent materials such alteration made by Tenant and movable fixtures that it installed that are not attached designated by Landlord to real propertybe removed and repair any damage to the Premises caused by such removal. Any improvements, furnishings, moveable furniture and equipment installed or trade fixtures remaining on the Building shall be maintained by Operator, Premises at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, expiration or other law that may arise by reason termination of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator term shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPSthe Landlord unless promptly removed by Tenant. If during the term, and IPS may retain subject to paragraph 7 above, any alteration, addition or dispose change of the Premises or the Project is required by law, regulation, ordinance or order of any public or quasi-public authority, Tenant, at its sole cost and expense, shall promptly make the same. If during the term any alterations, additions or changes to the Common Area or to the Project 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 individually make such alterations, additions or changes, Landlord shall make such alterations, additions or changes and the cost thereof shall be a common area charge and Tenant shall pay its percentage share of such personal property and unattached equipment cost to Landlord as provided in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedparagraph 16.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awningsmake any alterations to the Premises, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator Property without the Landlord's prior written consent unless such alterations are non-structural and have a total aggregate cost of IPSless than $3,000.00 per occurrence. If Landlord gives its consent to such alterations, which shall not be unreasonably withheld. Operator shall have Landlord may post notices in accordance with the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation laws of the Schoolstate in which the Premises are located. All alterations made by Tenant, all at no cost to IPS. No additions whether or not subject to the existing Building or the construction approval of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities includingLandlord, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by Tenant and its contractors in a contractor duly licensed by first class workmanlike manner and permits and inspections shall be obtained from all required governmental entities. Any alterations made shall remain on and be surrendered with the state Premises upon expiration or local authority responsible for licensing building contractors and approved by IPStermination of this Lease, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs except that Landlord may, within thirty (30) days before or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason thirty (30) days after expiration of the installation Term, elect to require Tenant to remove some or all of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations the alterations which Tenant may have made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair Premises, unless Landlord has previously agreed in writing that any one or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may more particular such improvements need not be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term. If Landlord so elects, Tenant shall at its own cost restore the Premises to the condition designated by Landlord in its election, before the last day of the Term or within thirty (30) days after notice of its election is given, whichever is later. Should Landlord consent in good condition writing to Tenant's alteration of the Premises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations, shall secure all appropriate governmental approvals and repairpermits, ordinary wear and tear shall complete such alterations with due diligence in compliance with plans and damage specifications approved by casualty or condemnation exceptedLandlord. Tenant shall pay all costs for such construction and shall keep the Premises free and clear of all mechanics' liens which may result from construction by Tenant.

Alterations. Except as otherwise agreed by Tenant shall make no alterations, installations, changes or additions in or to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (Premises or the appearance thereof). No remodelingProject (collectively, additions, alterations, or structural change shall be made in the Building by Operator "ALTERATIONS") without the Landlord's prior written consent consent. Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics approved by Landlord in writing and upon the approval by Landlord in writing of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment fully detailed and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions dimensioned plans and specifications pertaining to the existing Building or the construction of new buildings Alterations in question, to be prepared and submitted by Operator 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. Tenant shall cause all Alterations to be permitted. Operator may attach non-permanent materials performed in a good and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expenseworkmanlike manner, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and conformance with all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any applicable federal, state, or local statutecounty and municipal laws, regulationrules and regulations, codepursuant to a valid building permit, ordinanceand in conformance with Landlord's construction rules and regulations. If Landlord, or other law that may arise by reason of the installation of in approving any Alteration or fixturesAlterations, equipmentspecifies a commencement date therefor, or partitions by Operator as herein providedTenant shall not commence any work with respect to such Alterations prior to such date. No installation of, repair to, or other activity concerning equipment within or other Alterations made Notwithstanding anything to the Building shall: contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (athe "COSMETIC ALTERATIONS") adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreementwithout Landlord's consent, provided that Operator shall repair any and all damage caused by the removal aggregate cost of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if alterations does not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPSexceed [***], and IPS may retain further provided that such alterations do not (i) require any structural or dispose other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Project, and (iii) affect the exterior appearance of the Project. Tenant shall give Landlord at least fifteen (15) days prior notice of such personal property Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 9. Tenant hereby agrees to indemnify, defend, and unattached equipment in its sole discretion hold Landlord free and without liability harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to account to Operator; provided, Operator shall reimburse IPS for the costs Premises by or at the request of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications Tenant in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedAlterations.

Alterations. Except as The Tenant shall not do any painting or decorating, or erect any partitions, make any alterations in or additions to the Premises or do any mailing, boring or screwing into the ceilings, walls or floors, in accordance with the rules of Landlord for doing so. Unless otherwise agreed by the Parties Landlord and Tenant in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change all such work shall be made in performed either by or under the Building by Operator without direction of Landlord, but at the prior written expense of Tenant. The Landlord's decision to refuse such consent of IPS, shall be conclusive which shall not be unreasonably withheld. Operator shall have If the right Landlord consents to install all furnituresuch alterations or additions, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation before commencement of the School, all at no cost to IPS. No additions to work or delivery of any materials onto the existing Building Premises or into the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitationBuilding, the cafeteriaTenant shall furnish the Landlord for approval: (a) Plans and specifications; (b) Names and addresses of contractors; (c) Copies of contracts; (d) Necessary permits; (e) Indemnification in form and amount satisfactory to Landlord and certificates of insurance from all contractors performing labor or furnishing materials, libraryinsuring against any and all claims, common areascosts, groundsdamages, parking lot liabilities and driveways of expenses which may arise in connection with the Buildingalterations or additions. Upon Whether the expiration Tenant furnishes the Landlord the foregoing or earlier termination of this Agreementnot, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator Tenant hereby agrees to indemnify hold the Landlord, its beneficiaries, and save their respective agents and employees harmless IPS from any and all costs liabilities of every kind and description which may arise out of or expensesbe connected in any way with said alterations or additions. Any mechanic's lien filed against the Premises, including attorneys’ feesor the Building of which the same form a part, for work claimed to have been furnished to the Tenant shall be discharged of record by the Tenant within ten (10) days thereafter, at the Tenant's expense. Provided that IPS may incur by reason such discharge shall not be required if Tenant provides Landlord security adequate in Landlord's reasonable judgment, to protect Landlord from any loss, cost, damage and expense in connection with any such lien. Upon completing any alterations or additions, the Tenant shall furnish the Landlord with contractors' affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used. All alterations and additions shall comply with all insurance requirements and with all ordinances and regulations of any claim for labor performed or material furnished or violation pertinent governmental authority. All alterations and additions shall be constructed in a good and workmanlike manner and good grades of any federalmaterials shall be used. All additions, statedecorations, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipmenthardware, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weathernon-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any trade fixtures and all personal improvements, temporary or permanent, in or upon the Premises, whether placed there by the Tenant or by the Landlord, shall, unless the Landlord requests their removal, become the Landlord's property and unattached equipment installed by Operator may be removed shall remain upon the Premises at the termination of this AgreementLease by lapse of time or otherwise without compensation or allowance or credit to the Tenant. If, provided upon the Landlord's request, the Tenant does not remove said additions, decorations, fixtures, hardware, non-trade fixtures and improvements, the Landlord may remove the same and the Tenant shall pay the cost of such removal to the Landlord upon demand. Notwithstanding the foregoing, it is understood that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining foregoing items which are present in the Building upon termination Premises as of the date of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, Lease shall remain and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedsubject to Landlord's request for their removal.

Alterations. Except as otherwise agreed by (a) Tenant will not make or suffer to be made any alterations, additions or improvements in excess of $1,000, excluding the Parties in writinginitial Tenant Improvements, Operator shall not paint(collectively "Alterations") to or upon the Premises, decorate, install canopies or awningsBuilding, or in any way change the Building exterior (or the appearance part thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator attach any fixtures or equipment thereto, without the prior first obtaining Landlord's written consent of IPSapproval, which shall not be unreasonably withheldwithheld or delayed. Operator shall have Any Alterations to or upon the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator Premises shall be permitted. Operator may attach non-permanent materials made by Tenant at Tenant's sole cost and fixtures expense and any contractor selected by Tenant to make the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building same shall be maintained by Operator, at Operator’s expense, in good condition and repairsubject to Landlord's reasonable prior written approval. All permitted alterationssuch Alterations permanent in character, changesmade in or upon the Premises either by Tenant or Landlord, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination option of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionLandlord, become the Landlord's property of IPSand, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term term or any extension hereof, shall remain on the Premises without compensation to Tenant unless Landlord requests that Tenant remove any such Alterations. Notwithstanding the above, Tenant's work stations and other items of personal property shall remain Tenant's property. (b) Any Alterations shall, when completed, be of such a character as not to lessen the value of the Premises or improvements as may be located thereon. Any Alterations shall be made promptly, in good condition a workmanlike manner, and repairin compliance with all applicable permits, ordinary wear building and tear zoning laws, and damage with all other laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, departments, commissions, boards and offices. The costs of any Alterations shall be paid by casualty Tenant, so that the Premises be free of liens for services performed, labor and material supplied or condemnation exceptedclaimed to have been supplied. Before any Alterations shall be commenced, Tenant shall pay any increase in premiums on insurance policies (provided for herein) or ensure adequate coverage is in place for all risks related to the construction of such Alterations and the increased value of the Premises.

Alterations. Except as otherwise agreed by Tenant shall make no alterations, installations, changes or additions in or to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (Premises or the appearance thereof). No remodelingProject (collectively, additions, alterations, or structural change shall be made in the Building by Operator "Alterations") without the Landlord's prior written consent of IPSconsent, which shall not be unreasonably withheld. Operator shall have Notwithstanding anything to the right contrary contained herein, Tenant may make strictly cosmetic changes to install all furniturethe finish work in the Premises (the "Cosmetic Alterations"), furnishingswithout Landlord's consent, provided that the aggregate cost of any such alterations does not exceed $25,000.00 in any twelve (12) month period, and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment and signage it reasonably deems necessary or desirable for its operation of the SchoolProject, all or (iii) affect the exterior appearance of the Project. If the contractor(s) for any such Cosmetic Alterations could potentially place a lien on the Project, Tenant shall give Landlord at no cost to IPSleast fifteen (15) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Section 9(c). No additions Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only 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 existing Building or the construction of new buildings Alterations in question, to be prepared and submitted by Operator 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. Tenant shall cause all Alterations to be permitted. Operator may attach non-permanent materials performed in a good and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expenseworkmanlike manner, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and conformance with all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any applicable federal, state, or local statutecounty and municipal laws, regulationrules and regulations, codepursuant to a valid building permit, ordinanceand in conformance with Landlord's construction rules and regulations. If Landlord, or 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, defend, and hold Landlord free and harmless from all liens and claims of lien, and all other law that may arise by reason of the installation liability, claims and demands arising out of any Alteration work done or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made material supplied to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair Premises by or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination request of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications Tenant in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedAlterations.

Alterations. Except as otherwise agreed by Notwithstanding anything to the Parties contrary contained in writingthe Master Lease, Operator Subtenant shall not paint, decorate, construct or install canopies a vivarium or awnings, or in otherwise make any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, renovations, improvements or other installations, whether structural change shall be made or nonstructural (collectively, "Subtenant Alterations") in or to the Building by Operator Premises without the prior written consent of IPSSublandlord, which approval shall not be unreasonably withheld. Operator shall have the right to install all furniturewithheld or delayed, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions Master Landlord pursuant to the existing Building Master Lease. In the event that Subtenant desires to construct or install a vivarium or biobubble, such proposed vivarium or biobubble shall be designed, constructed, and operated in full compliance with all Federal, State and local government laws, regulations and statutes, including without limitation, compliance with the Public National Institutes of Health Guide for Care and Use of Laboratory Animals. If Master Landlord consents or does not require its consent to the construction of new buildings by Operator a vivarium or biobubble, Subtenant will not need Sublandlord's consent to such vivarium or biobubble. All Subtenant Alterations shall be permitted. Operator may attach non-permanent materials and fixtures subject to the walls terms and conditions of the Facilities includingMaster Lease, including without limitation, the cafeteriaobligation, libraryat Subtenant's sole cost and expense, common areas, grounds, parking lot and driveways to remove such Subtenant Alterations at the end of the Building. Upon Sublease Term and restore the expiration Sublease Premises to the condition existing immediately prior to completion of the Subtenant Alterations, if so required by Sublandlord or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repairMaster Landlord. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) Subtenant Alterations shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and reasonably approved by IPSSublandlord and Master Landlord and shall be completed in accordance with Paragraph 5 of the Master Lease. Subtenant shall, such approval not at its sole cost and expense, obtain any permits or other approvals from the Master Landlord and from any governmental entities required for any Subtenant Alterations desired by Subtenant and shall comply with all building codes, requirements and other laws related thereto, including without limitation the Americans With Disabilities Act. Subtenant shall indemnify, defend (with counsel reasonably acceptable to be unreasonably withheld. Operator hereby agrees to indemnify Sublandlord), and save hold harmless IPS Sublandlord and its agents, contractors, directors, shareholders and representatives from and against any and all costs losses, costs, claims, liabilities and damages (including reasonable attorneys' and experts' fees and expenses) arising from or expensesrelating in any manner to the installation, including attorneys’ feesuse, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federaloperation, staterepair, or local statutemaintenance, regulationrestoration, code, ordinance, or other law that may arise by reason replacement and removal of the installation of any Alteration or fixturesSubtenant Alterations and all substances and materials used in connection therewith, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made except to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage extent caused by the removal gross negligence or willful misconduct of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedSublandlord.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paintmake or permit any Alterations, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPS, which Landlord. Such consent shall not be unreasonably withheld. Operator shall have withheld or delayed in the right to install all furniturecase of interior Alterations which do not affect the structure, furnishingsroof, equipment and signage it reasonably deems necessary foundation, exterior walls, or desirable for its operation mechanical or sprinkler systems of the SchoolBuilding and may be granted or withheld in Landlord's sole discretion in the case of all other Alterations. Landlord may impose any reasonable conditions to its consent to Alterations, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, (i) delivery to Landlord, as the cafeteriawork progresses, libraryof partial waivers of mechanic's and materialmen's liens with respect to the Building and the Land for all work, common areaslabor and services performed and materials furnished, groundssigned by all contractors, parking lot subcontractors, materialmen and driveways laborers participating in the Alterations (with a final fully executed release of liens to be delivered to Landlord upon completion of the Alterations), (ii) prior approval of the plans and specifications and Tenant's contractor(s) with respect to the Alterations, and (iii) supervision by Landlord or Landlord's representative of the Alterations. The Alterations shall conform to the requirements of Landlord's and Tenant's insurers and of the federal, state and local governments having jurisdiction over the Building (including, without limitation, all applicable provisions of the ADA), shall be performed in accordance with the terms and provisions of this Lease in a good and workmanlike manner and shall not adversely affect the value, utility or character of the Building. Upon If the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that Alterations are not attached performed in accordance with the terms hereof, Landlord shall have the right, at Landlord's option, to real property. Any improvementshalt any further Alterations, furnishingsor to require Tenant to construct the Alterations as herein required or, and equipment installed on in the event that Tenant begins performing the Alterations without first obtaining Landlord's prior written consent, to require Tenant to restore the Building to the condition, in which they existed before such Alterations. Notwithstanding the foregoing, if any mechanic's or materialmen's lien is filed against the Building or the Land for work claimed to have been done for, or materials claimed to have been furnished to or for the benefit of Tenant, such lien shall be maintained discharged of record by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations Tenant within fifteen (15) days after the date of improvements (the “Alterations”) shall be performed by a contractor duly licensed filing by the state payment thereof or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason the filing of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise bond required by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein providedlaw. No installation of, repair to, or other activity concerning equipment within or other Alterations made If Tenant shall fail to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of timely discharge any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shalllien, if Landlord may (but shall not removed within 10 days after written demand from IPS to Operator to remove be obligated to) discharge the same, at IPS’ option in its sole discretion, become the property cost of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as which shall be required to bring the same in compliance with Applicable Lawpaid by Tenant within ten (10) days of demand by Landlord. IPS’ consent to the plans and specificationsSuch discharge, or any work proposed or completed by Operator, Landlord shall not be deemed a representation to waive or affirmation regarding compliance release the default of Tenant in not discharging the same. Neither Landlord's consent to the Alterations nor anything contained in this Lease shall be deemed to be the agreement or consent of Landlord to subject Landlord's interest in the Building or the Land to any mechanic's or materialmen's liens which may be filed in connection with any such Applicable Lawthe Alterations. In any event, Operator Tenant shall not remove any improvements and shall surrender be entitled to install normal decorations in the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedBuilding without Landlord's prior consent.

Alterations. Except as otherwise agreed by (a) Tenant will not make or suffer to be made any alterations, additions or improvements in excess of $1,000, excluding the Parties in writinginitial Tenant Improvements, Operator shall not paint(collectively "Alterations") to or upon the Premises, decorate, install canopies or awningsBuilding, or in any way change the Building exterior (or the appearance part thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator attach any fixtures or equipment thereto, without the prior first obtaining Landlord's written consent of IPSapproval, 62 which shall not be unreasonably withheldwithheld or delayed. Operator shall have Any Alterations to or upon the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator Premises shall be permitted. Operator may attach non-permanent materials made by Tenant at Tenant's sole cost and fixtures expense and any contractor selected by Tenant to make the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building same shall be maintained by Operator, at Operator’s expense, in good condition and repairsubject to Landlord's reasonable prior written approval. All permitted alterationssuch Alterations permanent in character, changesmade in or upon the Premises either by Tenant or Landlord, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination option of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionLandlord, become the Landlord's property of IPSand, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term term or any extension hereof, shall remain on the Premises without compensation to Tenant unless Landlord requests that Tenant remove any such Alterations. Notwithstanding the above, Tenant's work stations and other items of personal property shall remain Tenant's property. (b) Any Alterations shall, when completed, be of such a character as not to lessen the value of the Premises or such improvements as may be located thereon. Any Alterations shall be made promptly and in a good condition workmanlike manner, and repairin compliance with all applicable permits, ordinary wear building and tear zoning laws, and damage with all other laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, departments, commissions, boards and offices. The costs of any such Alterations shall be paid by casualty Tenant, so that the Premises are free of liens, for services performed, labor and material supplied or condemnation exceptedclaimed to have been supplied. Before any Alterations shall be commenced, Tenant shall pay any increase in premiums on insurance policies (provided for herein) or ensure adequate coverage is in place for all risks related to the construction of such Alterations and the increased value of the Premises.

Alterations. Except as otherwise agreed by Tenant shall not, without the Parties in writingconsent of Landlord, Operator which consent shall not paintbe unreasonably withheld, decorateconditioned or delayed (i) make any structural, install canopies or awningsmechanical, electrical, or in plumbing alterations to the Building, (ii) make any way change material additions to or modifications of the Building exterior Premises (material, for this purpose, shall mean on a project-by-project basis any such addition or the appearance thereofmodification costing more than $5,000.00). No remodeling, additions, alterations, or structural change shall be made in (iii) place any signs on the Building by Operator Premises, without the prior written consent of IPSLandlord (such alterations, which additions, modifications and placements are referred to herein collectively as "Material Changes"). Tenant shall notify Landlord in writing prior to making any alteration, addition or modification to the Premises, including Material Changes. Landlord agrees to promptly review all Tenant requests for a Material Change upon receipt thereof and Landlord agrees it will not be unreasonably withhelddelay, condition or withhold its approval. Operator shall have the right to install Tenant hereby acknowledges that any and all furnituremodifications, furnishings, equipment and signage it reasonably deems necessary alterations or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove Premises (including any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”Material Changes) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not required to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and comply with all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any applicable federal, state, county and local laws, regulations and guidelines and to conform to any applicable requirements or local statuterestrictions set forth in the Covenants . If Landlord reasonably denies Tenant's request to make a Material Change, regulationLandlord will provide alternatives, codewhenever reasonably feasible. Prior to making any alteration, ordinancemodification or addition, or other law that may arise by reason Tenant shall, at its expense, obtain all necessary permits from appropriate governmental authorities and, upon completion, furnish to Landlord an "as-built" drawing of the installation alteration, addition or modification. All additions, alterations and modifications made by Tenant shall be performed in a good and workmanlike manner in accordance with all applicable legal requirements free of any Alteration liens or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity claim of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, liens and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may upon completion shall be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPSLandlord (except for Tenant's equipment, trade fixtures and IPS may retain personal property, which shall remain the property of Tenant). In performing any additions, alterations or dispose of such personal property and unattached equipment in its sole discretion and without liability modifications, Tenant shall be responsible for causing the Premises to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are be in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification any additional work or alteration to the completed Alterations as shall improvements which may be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specificationsby applicable law or regulation as a result of such additions, alterations, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedmodifications.

Alterations. Except as otherwise agreed a. Other than what is outlined in Addendum 54,Tenant shall make no alterations, additions or improvements in or to the Premises without Landlord's prior written consent, and then only by licensed and bonded contractors or mechanics approved by Landlord. Tenant shall submit to Landlord plans and specifications for any proposed alterations, additions or improvements to the Parties Premises, and may not make such alterations, additions or improvements until Landlord has approved of such plans and specifications. Tenant shall construct such alterations, additions or improvements in writingaccordance with the plans and specifications approved by Landlord, Operator and shall not paint, decorate, install canopies amend or awningsmodify such plans and specifications without Landlord's prior written consent. If the proposed change requires the consent or approval of any Landlord of a superior lease, or in any way change the Building exterior (holder of a mortgage encumbering the Premises, such consent or the appearance thereof). No remodeling, additions, alterations, or structural change shall approval must be made in the Building by Operator without the secured prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator such alteration, addition or improvement. Tenant agrees that there shall be permitted. Operator may attach non-permanent materials and fixtures no construction of partitions or other obstructions which might interfere with Landlord’s free access to the walls mechanical installations or service facilities of the Facilities including, without limitation, building or interfere with the cafeteria, library, common areas, grounds, parking lot and driveways moving of Landlord's equipment to or from the Buildingenclosures containing said installations or facilities. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building All such work shall be maintained done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) Tenant shall be performed by a contractor duly licensed by in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices and boards having jurisdiction, and in full compliance with the state or local authority responsible for licensing building contractors rules, regulations and approved by IPSrequirements of the Insurance Service Office, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of similar body. Before commencing any federalwork, state, or local statute, regulation, code, ordinance, or other law that may arise by reason Tenant shall give Landlord at least ten (10) days written notice of the installation proposed commencement of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, such work and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed required by Landlord, secure at Tenant's own cost and expense. a completion and lien indemnity bond satisfactory to Landlord for said work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within 10 (10) ten days after written demand from IPS to Operator to remove the samefiling thereof, at IPS’ option the cost and expense of Tenant. All alterations, additions or improvements upon the Premises made by either party, including (without limiting the generality of the foregoing) all wallcovering, built-in its sole discretioncabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of IPSLandlord, and IPS may retain or dispose of such personal property shall remain upon, and unattached equipment in its sole discretion and without liability to account to Operator; providedbe surrendered with the Premises, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Lawas a part thereof, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term term hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at Landlord's option, shall pay to Landlord all costs arising from such removal. b. All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in good condition the Premises shall be and repairremain the property of Tenant and may be removed by Tenant at any time during the lease term when Tenant is not in default hereunder. If Tenant shall fail to remove all of its effects from the Premises upon termination of this Lease for any cause whatsoever, ordinary wear Landlord may, at its option, remove the same in any manner that Landlord shall choose, and tear store said effects without liability to Tenant for loss thereof. In such event, Tenant agrees to pay Landlord upon demand any and damage by casualty all expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such effects, for any length of time that the same shall be in Landlord's possession. Landlord may, at its option, without notice, sell said effects, or condemnation exceptedany of the same, at private sale and without legal process, for such price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to Landlord and upon the expense incident to the removal and sale of said effects.

Alterations. Except as otherwise agreed by a) Prior to beginning construction of any improvements on the Parties in writingPremises, Operator or any alteration or addition to any existing Improvements on the Premises, the cost of which exceeds $50,000, Tenant shall submit plans and specifications for such construction to Landlord for approval, which approval shall not paintbe unreasonably withheld or delayed. Landlord does not and will not make any covenant or warranty, decorateexpress or implied, install canopies or awningsthat any plans and specifications submitted by Tenant are accurate, complete or in any way change suited for the Building exterior (or the appearance thereof)intended purpose. No remodelingTenant shall indemnify, additionsprotect, alterationsand hold Landlord harmless from any claims, liabilities, damages, losses, or structural change shall be made in the Building expenses arising by Operator without the prior written consent virtue of IPSor relating to construction work engaged in, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary by or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed Tenant on the Building Premises. Tenant shall be maintained by Operator, at Operator’s expense, in good condition timely and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from regularly pay any and all costs or expensesamounts properly payable to third parties with respect to such work and will maintain its books and records with respect to all aspects of such work and material therefor, including attorneys’ feesand will make them available for inspection by Landlord upon request. b) All such work so done by Tenant shall be done in accordance with all laws, that IPS may incur by reason of any claim for labor performed or material furnished or violation ordinances and rules and regulations of any federal, state, or local statutecounty, regulation, code, ordinance, municipal or other law that may arise by reason public authority and/or Board of Fire Underwriters. In the installation event any liens of mechanics, materialmen, laborers, architects, artisans, contractors, subcontractors or any other lien of any Alteration kind whatsoever shall be created against or fixturesimposed upon the Premises or the Improvements, equipmentsuch claims or liens of any kind whatsoever shall be asserted or filed by any persons, firms or partitions corporations performing labor or furnishing material in connection with such work, Tenant shall pay off or cause the same to be discharged of record (by Operator as herein provided. No installation of, repair to, bonding or other activity concerning equipment otherwise) within or other Alterations made thirty (30) days of notification thereof. c) Tenant acknowledges and agrees that a material condition to the Building shall: (agranting of approval by Landlord under Section 11(a) adversely affect to any alterations and/or improvements required under this Lease or desired by Tenant is that the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbingcontractors who perform such work shall carry a comprehensive liability policy naming Landlord as an additional insured thereon covering both bodily injury, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningon a per person and aggregate basis, and other mechanical facilities property damages in such amount, as Landlord in its commercially reasonable discretion may determine necessary or equipment; or (f) otherwise affect the Building in any materially adverse way. Any desirable and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining consistent with reasonable practices in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove area in which the samePremises are located, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to OperatorTenant’s expense; provided, Operator however, that Landlord LEGAL28306451.1 shall reimburse IPS have the right to require Tenant to increase such amounts from time to time as Landlord in its commercially reasonable judgment may determine necessary and consistent with reasonable practices for similar properties in the costs of storing or disposal area in which the Premises are located. Landlord may require proof of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, insurance coverage from each contractor at Operatorthe time of submission of Tenant’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ request for Landlord’s consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedcommence work.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make alterations, repairs, additions or structural change shall be made improvements or install any Cable (collectively referred to as “Alterations”) in the Building by Operator Premises, without first obtaining the prior written consent of IPSLandlord in each instance, which consent shall not be unreasonably withheldwithheld or delayed. Operator “Cable” shall have mean and refer to any electronic, fiber, phone and data cabling and related equipment that is installed by or for the right exclusive benefit of Tenant or any party acting under or through Tenant. Prior to install all furniturestarting work on any Alterations, furnishingsTenant shall furnish Landlord with plans and specifications (which shall be in CAD format if requested by Landlord); names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building and vertical Cable, equipment as may be described more fully below); required permits and signage it approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably deems necessary required by Landlord and naming as additional insureds the Landlord, the managing agent for the Building, and such other Additional Insured Parties (as defined in Section 13) as Landlord may designate in writing for such purposes; and any security for performance in amounts reasonably required by Landlord. Landlord may designate specific contractors with respect to oversight, installation, repair, connection to, and removal of vertical Cable. All Cable shall be clearly marked with adhesive plastic labels (or desirable plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Cable. Changes to the plans and specifications must also be submitted to Landlord for its operation approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system or Landlord’s ability to perform its obligations hereunder. Tenant shall reimburse Landlord for any reasonable third-party expenses incurred by Landlord in connection with the review, inspection, and coordination of Tenant’s plans for Alterations and Tenant’s performance thereof and pay to Landlord or its managing agent a fee for Landlord’s administrative oversight and coordination of any Alterations equal to 2.5% of the Schoolhard costs of such Alterations. (For the avoidance of doubt, all at no cost to IPS. No additions the review costs and fee under the preceding sentence shall not apply to the existing Initial Tenant Work under Exhibit C.) Upon completion, Tenant shall furnish “as-built” plans (in CAD format, if requested by Landlord) for Alterations, customary AIA completion affidavits, full and final waivers of lien, any applicable certificate of occupancy for the space affected by such Alterations, and any other items required under the Building’s construction rules and regulations for closing out the particular work in question. Landlord’s approval of an Alteration shall not be deemed to be a representation by Landlord that the Alteration complies with Law or will not adversely affect any Building system. If any Alteration requires any change to the Base Building, any Building system, or the construction of new buildings by Operator any Common Area, then such changes shall be permittedmade at Tenant’s sole cost and expense and performed, at Landlord’s election, either by Tenant’s contractor or a contractor engaged by Landlord. Operator may attach non-permanent materials and fixtures to Notwithstanding the walls foregoing, Landlord’s consent shall not be required for any Alteration that satisfies all of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements following criteria (the a “AlterationsCosmetic Alteration”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: ): (a) adversely affect the structural integrity is of the Buildinga cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) impair or affect is not visible from the weather-tight condition exterior of the roof Premises or decrease the roof’s useful lifeBuilding; (c) overload electrical circuits or equipmentwill not affect the Base Building (defined in Section 5); and (d) overload does not require work to be performed inside the walls or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and above the ceiling of the Premises. Cosmetic Alterations shall be subject to all the other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination provisions of this AgreementSection 8.03, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedextent applicable thereto.

Alterations. Except Tenant will not make or permit anyone to make any alterations, additions or improvements, structural or otherwise (hereinafter referred to as otherwise agreed by “Alterations”), in or to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (Demised Premises or the appearance thereof). No remodelingBuilding, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPSLandlord, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Notwithstanding the foregoing, provided that no Event of Default by Tenant exists beyond any applicable notice and cure period, Landlord shall not unreasonably withhold its consent to any non-structural Alteration which Tenant may desire to make to the Demised Premises; provided, however, that Landlord shall retain sole and absolute discretion to withhold its consent to any Alteration, whether structural or non-structural, which will, in the reasonable opinion of Landlord, exceed the capacity of, hinder the effectiveness of, interfere with, or be unreasonably withheldconnected to the electrical, mechanical, heating, ventilating, air conditioning, or plumbing systems of the Demised Premises or the Building or be visible from the exterior of the Demised Premises, or which would result in a violation of any governmental regulation or the Underlying Lease. Operator Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right be permitted to install all furniture, furnishings, equipment and signage it conduct any Alterations Tenant reasonably deems necessary or desirable for its operation in connection with surrendering a portion of the SchoolDemised Premises pursuant to Sections 5 and 11 of this Lease, all at no cost without the prior written consent of Landlord. Any Alteration which Landlord permits Tenant to IPS. No additions to the existing Building or the construction of new buildings by Operator make shall be permitted. Operator may attach nonmade: (a) in a good, workmanlike, first-permanent class and prompt manner; (b) using new (or like-new), building standard materials only; (c) by a contractor and fixtures to the walls of the Facilities in accordance with plans and specifications reasonably approved in writing by Landlord; (d) in accordance with legal requirements (including, without limitation, the cafeteria, library, common areas, grounds, parking lot obtaining of all necessary permits and driveways licenses) and requirements of any insurance company insuring the Building. Upon ; (e) after obtaining a workmen’s compensation insurance policy meeting the expiration or earlier termination requirements of this AgreementLease; (f) promptly after completion of such Alteration, Operator may remove any non-permanent materials delivering to Landlord written, unconditional waivers of mechanics’ and movable fixtures that it installed that are not attached to real property. Any improvementsmaterialmen’s liens against the Demised Premises, furnishings, Building and equipment installed the land on which the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements is situated (the “AlterationsLand”) from all proposed contractors, subcontractors, laborers and material suppliers for all work and materials in connection with such Alteration; and (g) in compliance with such other reasonable requirements as Landlord might impose. All Alterations made or permitted to be made by Tenant shall be performed at Tenant’s sole cost and expense. If any mechanic’s lien is filed against the Demised Premises, the Building, and/or the Land, for work or materials done for, or furnished to, Tenant (other than for work or materials supplied by a contractor duly licensed Landlord), such mechanic’s lien shall be discharged by Tenant within twenty (20) days thereafter, at Tenant’s sole cost and expense, by the state payment thereof or local authority responsible for licensing building contractors by the filing of any bond required by law. If Tenant shall fail to discharge any such mechanic’s lien, Landlord may, at its option, discharge the same and approved by IPStreat the cost thereof as Additional Rent hereunder, such approval payable with the installment of Monthly Base Rent next becoming due. Landlord’s consent to the making of an Alteration shall not be deemed to constitute Landlord’s consent to subject its interest in the Demised Premises, Building or the Land to liens which may be unreasonably withheldfiled in connection therewith. Operator hereby agrees to Tenant will indemnify and save hold Landlord harmless IPS from and against any and all costs or actual expenses, including attorneys’ feesliens, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, stateclaims, or local statute, regulation, code, ordinance, damages to person or other law that property which may or might arise by reason of the installation making of any Alterations. If any Alteration is made without the prior written consent of Landlord, Landlord may correct or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningremove same, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as Tenant shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans liable for all actual costs and specifications, or any work proposed or completed expenses so incurred by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedLandlord.

Alterations. Except as otherwise agreed by Tenant shall make no changes in or to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in demised premises of any way change the Building exterior (or the appearance thereof)nature without Owner’s prior written consent. No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without Subject to the prior written consent of IPSOwner, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination provisions of this Agreementarticle, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by OperatorTenant, at OperatorT▇▇▇▇▇’s expense, may make alterations, installations, additions or improvements which are nonstructural and which do not affect utility services or plumbing and electrical lines, in good condition or to the interior of the demised premises using contractors or mechanics first approved in each instance by Owner. Tenant shall, at its expense, before making any alterations, additions, installations or improvements obtain all permits, approval and repaircertificates 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, approvals and certificates to Owner. T▇▇▇▇▇ agrees to carry and will cause T▇▇▇▇▇’s contractors and sub-contractors to carry such w▇▇▇▇▇▇’▇ compensation, general liability, personal and property damage insurance as Owner may require. If any mechanic’s lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be discharged by Tenant within thirty days thereafter, at T▇▇▇▇▇’s expense, by payment or filing the bond required by law or otherwise. All permitted alterations, changesfixtures and all paneling, partitions, railings and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPSlike installations, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement premises at any time, either by Tenant or by Owner on Tenant’s behalf, shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionupon installation, become the property of IPSOwner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this lease, elects to relinquish Owner’s right thereto and IPS may retain or dispose to have them removed by Tenant, in which event the same shall be removed from the demised premises by Tenant prior to the expiration of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shalllease, at OperatorTenant’s costexpense. Nothing in this Article shall be construed to give Owner title to or prevent T▇▇▇▇▇’s removal of trade fixtures, make moveable office furniture and equipment, but upon removal of any such modification from the premises or alteration 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 completed Alterations as shall be 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 bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed be removed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities T▇▇▇▇▇ at the end of the Term term remaining in good condition the premises after T▇▇▇▇▇’s removal shall be deemed abandoned and repairmay, ordinary wear and tear and damage at the election of the Owner, either be retained as Owner’s property or removed from the premises by casualty or condemnation excepted.Owner, at T▇▇▇▇▇’s expense. See paragraph “66th” in Rider

Alterations. Except as otherwise agreed by the Parties in writing, Operator shall 23.1 The Tenant covenants that it will not paint, decoratemake, install canopies or awnings, erect in or in to the Leased Premises any way change the Building exterior (or the appearance thereof). No remodeling, additionsinstallations, alterations, additions or structural change shall be made in partitions without first submitting the Building by Operator without drawings and specifications to the Landlord and obtaining the Landlord's prior written consent of IPSin each instance, which consent shall not be unreasonably withheld. Operator Furthermore, the Tenant must obtain the Landlord's prior written consent to any change or changes, in such drawings or specifications submitted as aforesaid, subject to the payment of the cost to the Landlord of having its architects approve of such changes, prior to proceeding with any work based on such drawings or specifications. Such work may be performed by contractors engaged by the Tenant for the initial installation of leasehold improvements only but, in each case, under written contract, approved in writing by the Landlord and subject to all reasonable conditions which the Landlord may impose. The Landlord may nevertheless, at its option, thereafter require that the Landlord's contractors be engaged for any mechanical, electrical work or other leasehold improvement at the Tenant's sole cost, together with a sum equal to fifteen percent (15%) of such costs representing the Landlord's overhead and administrative costs. Without limiting the generality of the foregoing, any work performed by or for the Tenant shall be performed by competent workmen whose labour union affiliations are not incompatible with those of any workmen who may be employed in the Building by the Landlord, its contractors or sub-contractors. All such installations, alterations, additions, changes and work performed by or for the Tenant shall conform to all building by-laws and shall conform to all federal, provincial and municipal rules and regulations, if any, then in force affecting the Leased Premises, the Building and the Lands and such installations, alterations, additions, changes and work performed by or for the Tenant shall be completed in a good and workmanlike manner. The Tenant covenants that the Tenant will not suffer or permit during the term hereof any construction or other liens for work, labour services or materials ordered for or by the Tenant or for the cost of which the Tenant may be in any way obligated to attach to the Leased Premises or to the Building and that whenever and so often as any such liens shall attach or claims therefor shall be filed, the Tenant shall forthwith procure the discharge thereof by payment or by giving security or in such other manner as is or may be required or permitted by law, failing which the Landlord may do so (BY PAYING INTO COURT ONLY) at the Tenant's sole risk and expense and the Tenant shall forthwith pay all of the Landlord's costs and expenses in connection therewith along with an administration fee equal to fifteen percent (15%) of the Landlord's costs and expenses in connection therewith. 23.2 The Landlord hereby reserves the right at any time and from time to time to make changes in, additions to, subtractions from or rearrangements of the Building (EXCLUDING THE LEASED PREMISES) including, without limitation, all improvements at any time thereon to the Common Areas and all entrances and exits thereto; to grant, modify and terminate easements or other agreements pertaining to the use and maintenance of all or parts of the Common Areas; to close all or any portion of the Common Areas to such extent as may in the opinion of the Landlord be necessary to prevent accrual of any rights to any persons therein and/or to make changes or additions to the pipes, conduits, utilities and other necessary building services in the Leased Premises which serve other premises and/or the Building. In addition to its other rights to relocate herein at any time or times, the Landlord shall have the right to install all furnituremake any changes in, furnishingsadditions to, equipment and signage it reasonably deems necessary deletions from or desirable for its operation relocations of any part of the School, all at no cost to IPS. No additions Development (EXCLUDING THE LEASED PREMISES) including prior to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls commencement of the Facilities including, without limitationTerm, the cafeteriaLandlord may alter or relocate any part or parts of the Common Areas. NOTWITHSTANDING ANYTHING TO THE CONTRARY, library, common areas, grounds, parking lot and driveways THE LANDLORD SHALL NOT PREVENT ACCESS TO OR THE USE OF THE LEASED PREMISES BY TENANT AND TENANT'S EMPLOYEES AND INVITEES. 23.3 The Tenant acknowledges that portions of the Building. Upon , the expiration or earlier termination of this Agreement, Operator Common Areas and/or the Development may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingsbe under construction during the Term, and equipment installed that after the Commencement Date, the Landlord will minimize interference with the Tenant's use of AND ACCESS TO the Leased Premises. PROVIDED LANDLORD MINIMIZES INTERFERENCE WITH THE TENANT'S USE OF AND ACCESS TO THE LEASED PREMISES, the Tenant shall not have any right to object to or to make any claim on account of the exercise by the Landlord of any of its rights under this Section 23, notwithstanding any change in the size of the Common Areas, the Building shall be maintained by Operatorand/or the Development any nuisance, at Operator’s expenseinconvenience or loss to, in good condition and repair. All permitted alterationsinterference with or obstructions, changesinterruption, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state dislocation or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason suspension of any claim for labor performed utilities or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason the use of the installation of any Alteration or fixturesCommon Areas, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: and/or the Development. 23.4 RENT AND ADDITIONAL RENT SHALL ABATE FOR THE PERIOD DURING WHICH TENANT, ACTING REASONABLY, IS UNABLE TO CARRY ON BUSINESS IN ALL OR PART (aIN WHICH CASE THE ABATEMENT WILL HE ON A PRORATA BASIS) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse wayOF THE LEASED PREMISES AS A RESULT OF LANDLORD'S ALTERATIONS OR CONSTRUCTION 24. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepted.GLASS AND OVERLOADING

Alterations. Except as otherwise agreed by the Parties in writing, Operator (a) Tenant shall not paint, decorate, install canopies or awnings, or in make any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, additions or improvements to the Leased Premises (whether or not the same may be structural change shall be made in the Building by Operator nature) without the Landlord's prior written consent of IPSconsent, which consent shall not be unreasonably withheld, and all alterations, additions or improvements made by either party hereto to the Leased Premises, except movable office furniture and equipment installed at Tenant's expense, shall, at the option of the Landlord, be considered the property of Landlord and remain upon and be surrendered with the Leased Premises at the expiration of the term hereof provided, however, Tenant shall be obligated to remove Tenant's Improvements to be Removed unless otherwise agreed to by Landlord. Operator If the Landlord so elects, the Tenant shall have remove all such alterations, additions and improvements at the expiration of the term of this Lease so as to yield the Leased Premises in the condition required by Paragraph 8 hereof, including, but not limited to, any and all equipment, HVAC system(s), conduits, cables, and other alterations installed by or on behalf of Tenant. (b) Subject to Landlord's review and approval of Tenant's plans, Tenant shall be granted, at no additional cost, the right to install all furnitureinstall, furnishingsmaintain, equipment and signage it reasonably deems necessary or desirable for its operation of replace from time to time a satellite dish/GPS receiver on the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways roof of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached Such installation is subject to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by OperatorTenant obtaining, at Operator’s Tenant's sole cost and expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any necessary federal, state, or and local statutepermits and licenses, regulation, code, ordinance, or other law that may arise by reason and any additional rights of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; easements required in connection therewith. (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect In the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining event Tenant desires to make future alternations in the Building upon termination of this Agreement shallLeased Premises, if not removed within 10 days after Tenant shall provide written demand from IPS to Operator to remove the samenotice specifying such requested alterations, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection together with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or . Tenant shall not make any work proposed or completed by Operator, such alterations without Landlord's written consent which consent shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedunreasonably withheld.

Alterations. Except as otherwise agreed for the Tenant's Work, which shall be governed exclusively by the Parties in writingterms and conditions of the Workletter, Operator Tenant shall not paintmake, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPSLandlord, any alterations, additions or improvements to the Premises which: (i) affect the roof of the Landlord's Property, (ii) affect the structural components of the Project, (iii) affect any utility or mechanical systems (or any component part thereof) serving any part of the Project other than the Premises exclusively (including, without limitation, any such systems or component parts thereof located within the Premises), (iv) are or will be visible from outside of the Premises, (v) individually cost (including the cost of all labor, materials and supplies) in excess of $25,000.00 to perform, or (vi) require the consent or approval of any other owner or owners of any portion of the Project or the Mayfair Project under the Easement Agreement, the Original Operating Agreement or the Amended Operating Agreement. Landlord's decision to refuse such consent shall be conclusive. If Landlord consents to such alterations, additions or improvements, before commencement of the work or delivery of any materials onto the Premises or into the Landlord's Property, Tenant shall furnish to Landlord, for Landlord's approval, plans and specifications, names and addresses of contractors, copies of contracts, necessary permits and licenses, evidence of reasonable and appropriate insurance for any contractors performing any such work, and instruments of indemnification against any and all claims, costs, expenses, damages and liabilities which may arise in connection with such work, all in such form, substance and amount as may be satisfactory to Landlord. In addition, prior to commencement of any such work or delivery of any materials into the Premises, Tenant shall provide Landlord with appropriate evidence of Tenant's ability to pay for such work and materials in full, and if requested by Landlord, shall deposit with Landlord at such time such security for the payment of said work and materials as Landlord may reasonably require. All alterations, additions and improvements shall be installed in a good, workmanlike manner and only new, high-grade materials shall be used. All such work shall be done only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby Tenant further agrees to indemnify and save hold Landlord harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason liabilities of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that every kind and description which may arise by reason out of the installation of or be connected in any Alteration way with said alterations, additions or fixturesimprovements, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made except to the Building shall: (a) adversely affect the structural integrity extent any such liabilities result from Landlord's gross negligence. Before commencing any work in connection with such alterations, additions or improvements, Tenant shall furnish Landlord with certificates of the Building; (b) impair insurance from all contractors performing labor or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbingfurnishing materials, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair insuring Landlord against any and all damage caused by the removal liabilities which may arise out of or be connected in any such personal property way with said alterations, additions or unattached equipmentimprovements. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS Tenant shall permit Landlord to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications supervise construction operations in connection with the foregoing work if Landlord requests to do so. Tenant shall pay the cost of all such alterations, additions and improvements, as well as the cost of decorating the Premises occasioned by such alterations, additions and improvements, including the cost of labor and materials, contractors' profits, overhead and general conditions. Upon completing any Alterations alterations, additions or improvements, Tenant shall furnish Landlord with contractors affidavits and evidence that said plans full and specifications are final waivers of lien, in compliance form required by law, and receipted bills covering all labor and materials expended and used. All alterations, additions and improvements shall comply with Applicable Law. If such Alterations are not in compliance all insurance requirements and with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to all city and county ordinances and regulations and with the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans requirements of all state and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements federal statutes and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedregulations.

Alterations. Except as otherwise agreed by TENANT SHALL NOT PERMIT ALTERATIONS (EXCLUDING THE INITIAL TENANT FINISH IMPROVEMENTS DESCRIBED IN EXHIBIT B) in or to the Parties in writingLeased Premises unless and until the plans have been APPROVED BY LANDLORD IN WRITING. AS A CONDITION OF SUCH APPROVAL, Operator LANDLORD MAY REQUIRE TENANT TO REMOVE THE ALTERATIONS (EXCLUDING THE INITIAL TENANT FINISH IMPROVEMENTS DESCRIBED IN EXHIBIT B) and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of the realty and the property of Landlord, and shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior be removed by Tenant. Tenant shall ensure that all alterations (or the appearance thereof). No remodeling, additions, alterations, or structural change excluding THE INITIAL TENANT FINISH IMPROVEMENTS DESCRIBED IN EXHIBIT B) 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 Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the original construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building No person shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state entitled to any lien derived through or local authority responsible under Tenant for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any federallien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, state, or local statute, regulation, code, ordinance, or other law that may arise by reason Tenant shall cause such lien to be discharged of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment record within or other Alterations made to the Building shall: thirty (a30) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand filing. Tenant shall indemnify Landlord from IPS to Operator to remove the sameall costs, at IPS’ option in its sole discretionlosses, become the property of IPS, expenses and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications attorneys' fees in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification construction or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedrelated lien.

Alterations. Except as otherwise agreed by (a) Tenant will not make or suffer to be made any alterations, additions or improvements in excess of $1,000, excluding the Parties in writingTenant Improvements (collectively, Operator “Alterations”), to or upon the Premises, Building, or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord’s written approval, which approval shall not paintbe unreasonably withheld, decorateconditioned or delayed. In this connection, install canopies promptly following the request of Tenant, Landlord shall review any plans and specifications for any such Alterations and, as and to the extent so approved by Landlord, cooperate with Tenant in the construction, installation and/or completion of such Alterations. Subject to the foregoing, any Alterations to or awnings, or in any way change upon the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change Premises shall be made in by Tenant at Tenant’s sole cost and expense and any contractor selected by Tenant to make the Building by Operator without the same shall be subject to Landlord’s prior written consent of IPSapproval, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary conditioned or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repairdelayed. All permitted alterationssuch Alterations permanent in character, changesmade in or upon the Premises either by Tenant or Landlord, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination option of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionLandlord, become the Landlord’s property of IPSand, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term term or any extension hereof, shall remain on the Premises without compensation to Tenant unless Landlord requests that Tenant remove any such Alterations at the time written approval therefor is granted. Notwithstanding the foregoing, Tenant’s work stations, other items of movable furnishings, trade fixtures, furniture, and personal property shall remain Tenant’s property. (b) Any Alterations shall, when completed, be of such a character as not to lessen the value of the Premises or such improvements as may be located thereon. Any Alterations shall be made promptly and in a good condition workmanlike manner, and repairin compliance with all applicable permits, ordinary wear building and tear zoning laws, and damage with all other laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, departments, commissions, boards and offices. The costs of any such Alterations shall be paid by casualty Tenant, so that the Premises are free of liens, for services performed, labor and material supplied or condemnation exceptedclaimed to have been supplied. Before any Alterations shall be commenced, Tenant, at its option, shall pay any increase in premiums on insurance policies (provided for herein) or ensure adequate coverage is in place for all risks related to the construction of such Alterations and the increased value of the Premises.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in make any way change the Building exterior (or the appearance thereof). No remodelingalterations, additions, alterationspartitions, or structural change shall be made in other improvements to the Building by Operator Premises without the prior written consent of IPSLandlord. Tenant has conveyed to the Landlord its desire to make certain alterations to the Premises as specified in Schedule "C" of this Agreement ("Specified Alterations"), and the Landlord has agreed in principle to allow the Specified Alterations to be made by the Tenant subject to Landlord's approval of plans and specifications to be submitted to Landlord by Tenant and, provided that Tenant complies with all other provisions o▇ ▇▇▇▇graph 6 herein. Tenant, at its own cost and expense, may erect shelves, bins, machinery and trade fixtures as it desires as well as alterations, additions, partitions, or other improvements which shall have been specifically consented to in writing by Landlord, provided that (i) such items do not be unreasonably withheld. Operator shall have alter the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation basic character of the SchoolPremises or the building and/or improvements of which the Premises are a part, all at no cost to IPS. No additions (ii) such items do not overload or damage the same, (iii) such items may be removed without injury to the existing Building Premises, and (iv) the construction, erection or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities installation thereof complies with all applicable governmental laws, codes, ordinances, regulations, or any other applicable authorities, including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways Americans with Disabilities Act of 1990 (the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings"ADA"), and equipment installed on the Building with Landlord's details, specifications and other requirements, (v) any architectural, engineering, construction management, permits, inspections or other cost or fee required to assure compliance with conditions set forth in this Paragraph 6 shall be maintained paid by Operator, at Operator’s expense, in good condition and repairTenant promptly upon demand. All permitted alterations, changesadditions, partitions, and installations of or other improvements (the “Alterations”) erected by Tenant shall be performed by a contractor duly licensed by and remain the state or local authority responsible for licensing building contractors and approved by IPSproperty of Tenant during the term of this Lease; provided however, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this AgreementLease, provided that Operator Landlord shall repair any and all damage caused by have the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining option, exercisable in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its Landlord's sole discretion, to require Tenant either upon request to remove, at Tenant's sole cost and expense, all or part of each alterations, additions, partitions, or other improvements, at which time Tenant shall promptly restore the Premises to its original condition, or to keep in place the same at which time such alterations, additions, improvements, and partitions shall become the property of IPSLandlord. All shelves, bins, machinery and IPS may retain trade fixtures installed by Tenant shall be removed on or dispose before the earlier to occur of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs date of storing termination of this Lease or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shallvacating the Premises, at Operator’s costwhich time Tenant shall restore the Premises to their original condition. All alterations, make such modification or alteration to the completed Alterations as installations, removals and restoration shall be required performed in a good and workmanlike manner so as not to bring damage or alter the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, primary structure or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end structural qualities of the Term in good condition buildings and repair, ordinary wear and tear and damage by casualty other improvements situated on the Premises or condemnation exceptedof which the Premises are a part.

Alterations. Except as otherwise agreed by the Parties in writingAfter completion of Tenant's Work, Operator Tenant shall not paintmake any alterations or improvements in or additions to the Premises or make any changes to locks on doors or add to, decorate, install canopies or awnings, disturb or in any way change any of the Building exterior (wiring, HVAC or plumbing in the Premises or the appearance thereof). No remodelingBuilding, additions, alterations, or structural change shall be made in without first obtaining the Building by Operator without the prior written consent of IPS, Landlord which consent shall not be unreasonably withheld, delayed or conditioned. Operator All such alterations, additions and improvements shall have be performed by contractors or mechanics approved by Landlord which consent shall not be unreasonably withheld or delayed. All work with respect to any such alterations, additions or improvements shall be performed in a good and workmanlike manner, shall be of a quality equal to or exceeding the then existing construction standards for the 37 <PAGE> Building and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use and other uses common to similar office buildings in the vicinity. Such alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times a complete unit except during the period necessarily required for such work. All such alterations, additions and improvements shall be made strictly in accordance with all laws, regulations and ordinances relating thereto, and no interior improvements installed by Landlord in the Premises (including Tenant's Work) may be removed unless the same are promptly replaced with interior improvements of the same or better quality. Landlord hereby reserves the right to install require any contractor or mechanic working the Premises to provide lien waivers and liability insurance covering such alterations, additions or improvements to the Premises. Except as provided below, Tenant shall pay, when due, all furnitureclaims for labor or materials furnished to or for Tenant at or for use in the Premises, furnishingsand Tenant shall not permit any mechanic's or materialmen's liens to be recorded against the Premises or the Property for any labor or material furnished to Tenant or Tenant's agents or contractors in connection with work of any character performed on the Premises by or at the direction of Tenant. Tenant shall not be required to pay or otherwise satisfy such claims or discharge such liens so long as it shall, equipment and signage it reasonably deems necessary in good faith, at its own expense, contest the same or desirable for the validity thereof by appropriate proceedings, provided that Tenant shall, at its operation cost, post a bond to remove the lien from the Premises or the Property within twenty (20) days if such dispute can not be resolved within the said time period. Tenant shall give Landlord ten (10) days' prior written notice of the Schoolcommencement of any alterations, all additions or improvements and agrees to allow Landlord and Landlord's Lender (defined below) to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for such alterations, additions or 38 <PAGE> improvements. All alterations, additions or improvements, except special equipment specific to Tenant's use, shall remain in and be surrendered with the Premises as a part thereof at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this AgreementLease, Operator may remove without disturbance, molestation or injury, provided that Landlord may, together with the written notice consenting to the construction of any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any such alterations, additions or improvements, furnishingsnotify Tenant that such alterations, additions or improvements be removed upon the expiration or earlier termination of this Lease. In such event, all expenses to remove such alterations, additions or improvement and to restore said space to normal building standards shall be borne by Tenant. Notwithstanding the foregoing, upon the expiration or termination of this Lease, Tenant shall remove from the Premises all identifying insignia which are characteristic of Tenant's business, and equipment installed on Tenant shall repair any damage to the Premises or the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed caused by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason removal of the installation of any Alteration or fixtures, equipment, or partitions by Operator as same. Notwithstanding anything contained herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) contrary, Tenant may, upon prior written notice to Landlord, make any nonstructural interior alterations or additions that do not adversely affect the value of the Premises, the structural integrity of the Building; (b) impair Building or affect the weather-tight condition any Building system, without Landlord's consent. All articles of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Operator may Tenant at its expense in the Premises shall be and remain the property of Tenant and shall be removed by Tenant at any time during the Lease Term when Tenant is not in default hereunder. If Tenant shall fail to remove all of such property from the Premises at the expiration of the Term hereof or within ten (10) business days after any earlier termination of this AgreementLease for any cause whatsoever, provided Landlord may, at its option, remove the same in any manner that Operator Landlord shall repair choose, and store such property without liability to Tenant for loss thereof. In such event, 39 <PAGE> Tenant agrees to pay Landlord upon demand any and all damage caused by ail expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such property for any length of time that the removal of any such personal same shall be in Landlord's possession. Landlord may, at its option, without notice, sell said property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination any of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretionprivate sale and without legal process, become for such price as Landlord may obtain and apply the property of IPS, and IPS may retain or dispose proceeds of such personal property sale to any amounts due under this Lease from Tenant to Landlord and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent expense incident to the plans removal and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Lawsale of said property. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepted12.

Alterations. Except as otherwise agreed by the Parties provided in writingthis Section 10.1, Operator Tenant shall not paintinstall any signs, decoratefixtures, install canopies improvements, nor make or awningspermit any other alterations or additions (individually, or in any way change an “Alteration”, and collectively, the Building exterior (or “Alterations”) to the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator Premises without the prior written consent of IPSLandlord, which consent shall not be unreasonably withheldwithheld so long as any such Alteration does not affect the Building systems or the structural integrity or structural components of the Premises or the Building (collectively, “Structural Components”). Operator Notwithstanding the foregoing, Tenant shall be permitted to undertake Alterations which do not affect the Structural Components without Landlord’s prior consent so long as the cost of same do not exceed $30,000 cumulatively in any one calendar year. If any such Alteration is expressly permitted by Landlord or any Alteration is undertaken without Landlord’s consent, Tenant shall deliver at least ten (10) days prior notice to Landlord, from the date Tenant intends to commence construction, sufficient to enable Landlord to post a Notice of Non-Responsibility. In all events, Tenant shall obtain all permits or other governmental approvals prior to commencing any of such work and deliver a copy of same to Landlord. All Alterations shall be at Tenant’s sole cost and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and shall be installed by a licensed and insured contractor (reasonably approved by Landlord) in compliance with all applicable Laws (including, but not limited to, the ADA), Development Documents, Recorded Matters, and Rules and Regulations. In addition, all work with respect to any Alterations must be done in a good and workmanlike manner. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall not create nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any laws, ordinances, rules and regulations of governmental agencies or authorities. In performing the work of any such Alterations, Tenant shall have the right work performed in such a manner as not to install all furnitureobstruct access to the Project, furnishings, equipment and signage it reasonably deems necessary or desirable the Common Areas for its operation any other tenant of the Schoolproject, and as not to obstruct the business of Landlord or other tenants in the Project, or interfere with the labor force working in the Project. As Additional Rent hereunder, Tenant shall reimburse Landlord, within ten (10) days after demand, for actual 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 agrees to carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require, it being understood and agreed that all at no cost of such Alterations shall be insured by Tenant in accordance with Section 12 of this Lease immediately upon completion thereof. Tenant shall keep the Premises and the property on which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to IPS. No additions to the existing Building or the construction of new buildings any and all Alterations, cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Operator Landlord, and Tenant shall be permitted. Operator may attach non-permanent materials and fixtures provide such assurances to the walls of the Facilities includingLandlord, including without limitation, waivers of lien, surety company performance bonds (with respect to Alterations, the cafeteria, library, common areas, grounds, parking lot and driveways cost of which exceeds $30,000) as Landlord shall require to assure payment of the Building. Upon costs thereof to protect Landlord and the expiration or earlier termination of this Agreement, Operator may remove Project from and against any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS loss from any and all costs or expensesmechanic’s, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, materialmen’s or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedliens.

Alterations. Except as otherwise agreed The Initial Improvements to the Building shall be governed by the Parties in writingWork Letter attached to this Lease as Exhibit B. Otherwise, Operator Tenant shall not paint, decorate, install canopies or awnings, or in make any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, additions or structural change shall be made in improvements (collectively, "Alterations"), to the Building by Operator Premises without the prior written consent of IPSLandlord; provided, which however, Tenant may make non-structural alterations to the Building without Landlord’s prior written consent (“Permitted Alterations”) so long as (i) such Permitted Alterations do not cost more than $50,000 in any instance or series of related instances, (ii) no governmental permit or approval is required for such Permitted Alterations, and (iii) Tenant provides Landlord with prior written notice of its intended Permitted Alterations. Landlord shall not be unreasonably withheld. Operator shall have the right required to install all furniture, furnishings, equipment notify Tenant of whether it consents to any Alterations until it (a) has received plans and signage it reasonably deems necessary or desirable for its operation specifications therefor which are sufficiently detailed to allow construction of the Schoolwork depicted thereon to be performed in a good and workmanlike manner, and (b) has had a reasonable opportunity to review them. If the Alterations will affect the Building Structure, HVAC System, or mechanical, electrical, or plumbing systems, then the plans and specifications therefor must be prepared by a licensed engineer reasonably acceptable to Landlord. Landlord's approval of any plans and specifications shall not be a representation that the plans or the work depicted thereon will comply with law or be adequate for any purpose, but shall merely be Landlord's consent to performance of the work. Upon completion of any Alterations, Tenant shall deliver to Landlord accurate, reproducible as-built plans therefor. Tenant may erect shelves, bins, machinery and trade fixtures provided that such items (1) do not alter the basic character of the Premises; (2) do not overload or damage the same; and (3) may be removed without damage to the Premises. Unless Landlord specifies in writing otherwise, all at no cost to IPSAlterations shall be Landlord's property when installed in the Premises. No additions All work performed by a Tenant Party in the Premises (including that relating to the existing Building installations, repair, replacement, or the construction removal of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”item) shall be performed in accordance with Laws and with Landlord's specifications and requirements, in a good and workmanlike manner, and so as not to damage or alter the Building Structure or the Premises. Any contractors used by a contractor duly licensed by the state Tenant must carry liability insurance reasonably acceptable to Landlord, and Tenant shall deliver evidence of such insurance to Landlord before any construction is commenced. In connection with any such alteration, addition, or local authority improvement costing in excess of $10,000.00, Tenant shall pay to Landlord an administration fee of 5% of all costs incurred for such work. Tenant shall be responsible for licensing building contractors and approved by IPScompliance with American With Disabilities Act of 1990 for the interior, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason non-structural portions of the installation Premises, Landlord shall be responsible for compliance with the American With Disabilities Act of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made 1990 relative to the Building shall: (a) adversely affect Structure, and all Building common areas including, but not limited to, parking areas, sidewalks, entrances, and access ways, unless such compliance is required solely in connection with Tenant's specific use of the structural integrity Premises or a Tenant alteration of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any which case such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedTenant's responsibility.

Alterations. Except as otherwise agreed by Tenant shall make no alterations, installations, changes or additions in or to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (Premises or the appearance thereof). No remodelingProject (collectively, additions, alterations, or structural change shall be made in the Building by Operator "Alterations") without the Landlord's prior written consent of IPS, which consent shall not be unreasonably withheld, conditioned or delayed provided that it shall be reasonable for Landlord to withhold its consent to any Alteration that would create a Design Problem (as that term is defined in the Tenant Work Letter). Operator Notwithstanding the foregoing, Tenant shall have the right be permitted to install all furnituremake Alterations following ten (10) business days' notice to Landlord, furnishingsbut without Landlord's prior consent, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or extent that such Alterations (i) would not create a Design Problem, (ii) would not be visible from the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways exterior of the Building. Upon the expiration , (iii) would not require a building or earlier termination construction permit, and (iv) cost less than $50,000.00 for a particular job of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertywork. Any improvements, furnishings, and equipment installed on the Building shall be maintained Alterations approved by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall Landlord must be performed by a contractor duly licensed by in accordance with the state terms hereof, using only contractors or local authority responsible for licensing building contractors and mechanics approved by IPSLandlord 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 (and all of such approval approvals by Landlord shall not to be unreasonably withheld, conditioned or delayed). Operator hereby agrees Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to indemnify any Alterations approved by Landlord. Tenant shall cause all Alterations to be performed in a good and save harmless IPS from any and workmanlike manner, in conformance with all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any applicable federal, state, or local statutecounty and municipal laws, regulationrules and regulations, codepursuant to a valid building permit, ordinanceand in conformance with Landlord's construction rules and regulations. If Landlord, or 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, defend, and hold Landlord free and harmless from all liens and claims of lien, and all other law that may arise by reason of the installation liability, claims and demands arising out of any Alteration work done or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made material supplied to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair Premises by or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination request of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications Tenant in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedAlterations.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made improvements to the Premises which cost in excess of $50,000 in the Building by Operator aggregate per year without the prior written consent of IPSLandlord, which consent shall not be unreasonably withheld, delayed or conditioned. Operator Notwithstanding the foregoing, it shall have be reasonable for Landlord to withhold its consent to any alterations, additions or improvements to the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation Premises (i) affect the exterior of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall outside areas (or be permitted. Operator may attach non-permanent materials and fixtures to the walls visible from adjoining sites), or (ii) affect or penetrate any of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Upon Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work for which a permit is required from the expiration or earlier termination City of this AgreementIrvine be covered by a lien and completion bond satisfactory to Landlord and requirements as to the manner, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingstime, and equipment installed on contractor for performance of the Building work. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be maintained by Operatorentitled to a supervision fee in the amount of five percent (5%) of the cost of the work as to any work for which a permit is required from the City of Irvine. If any governmental entity requires, at Operator’s expense, in good as a condition and repair. All permitted to any proposed alterations, changes, partitions, and installations of additions or improvements (to the “Alterations”) shall be performed Premises by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ feesTenant, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations improvements be made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningCommon Areas, and other mechanical facilities or equipment; or (f) otherwise affect if Landlord consents to such improvements to the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this AgreementCommon Areas, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if not removed within 10 days after written demand from IPS to Operator to remove the samerequired by Landlord, at IPS’ option Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding trade fixtures and furniture whether or not affixed) shall become the property of IPS, Landlord and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring surrendered with the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities Premises at the end of the Term Term, except that, unless Landlord has otherwise agreed upon Tenant's request at the time of Landlord's approval of any proposed alterations, additions or improvements, Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant's request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in good condition and repairthis Lease or in any Exhibit to this Lease, ordinary wear and tear and damage by casualty should Landlord make any alteration or condemnation exceptedimprovement to the Premises for Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred.

Alterations. Except as otherwise agreed by Subject to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change terms of Section 7.01 of this Sublease and further subject to the Building exterior (or terms and conditions of the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in Master Ground Lease and the Building by Operator without University and the prior written consent of IPSBoard’s approval, which shall approval will not be unreasonably withheld. Operator , subtenant shall have the right right, from time to install all furnituretime, furnishingsto make exterior additions, equipment alterations and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost changes (sometimes referred to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the collectively as “Alterations”) in or to the Facilities (which term shall, when used in this Section 11.03, include any replacement or substitution thereof), provided that no Event of Default shall be performed exist by a contractor duly licensed by Subtenant in the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason performance of any claim for labor performed of Subtenant’s covenants or material furnished or violation of any federalagreements in this Sublease, statesubject however, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: following: (a) adversely affect No Alterations shall be made which would impair the structural integrity soundness of the Building; Facilities. (b) impair or affect No Alterations shall be undertaken until Subtenant shall have procured and paid for, so far as the weather-tight condition same may be required from time to time, all applicable permits, licenses and authorizations of the roof City and all required consents of Permitted Mortgages having a first priority interest in or decrease lien upon the roof’s useful life; Premises. Sublessor shall join, but without expense to Sublessor, in the application for such applicable permits, licenses or authorizations as the City may require. (c) overload electrical circuits Any alterations shall be commenced and completed within a reasonable time (subject to Force Majeure) and in a good and workmanlike manner and in substantial compliance with the Design Guidelines, all applicable permits, licenses and authorizations and building codes or equipment; laws issued or promulgated by the City, as the same may be enforced. (d) overload If any involuntary liens for labor and materials supplied or unreasonably burden plumbingclaimed to have been supplied to the Premises shall be filed, water, Subtenant shall pay or sanitary sewage disposal facilities; bond around such liens to Sublessor’s reasonable satisfaction or otherwise obtain the release or discharge thereof at least sixty (60) days prior to the time that any interest in the Premises Facilities may become subject to forced sale with respect to such involuntary liens. (e) overload, unreasonably burden, Worker’s compensation insurance or otherwise adversely affect heating, air conditioning, employer’s excess indemnity and other mechanical facilities or equipment; or (f) otherwise affect the Building occupational accident medical expense coverage shall be maintained in any materially adverse way. Any and force covering all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications persons employed in connection with any Alterations the development and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end construction of the Term in good condition and repairPremises with respect to whom death or bodily injury claims could be asserted against Sublessor, ordinary wear and tear and damage by casualty Subtenant or condemnation exceptedthe Premises.

Alterations. (a) Except as otherwise agreed by the Parties set out in writingSection 5.1(f), Operator Tenant shall not paint, decorate, install canopies make or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall permit to be made in the Building by Operator any Alterations without the Landlord's prior written consent of IPSconsent. Reference is made to Exhibit "G" hereto, which contains the Tenant Design and Construction Standards applicable to the Building, which is incorporated by reference in this Lease. Landlord reserves the right to make reasonable changes and additions thereto. (1) Prior to making any such Alterations, Tenant shall (i) submit to Landlord two (2) sets of detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings) that comply with all Requirements 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 withheldwithheld or delayed, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, and (iii) furnish to Landlord duplicate original policies or certificates thereof of 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, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Operator Upon completion of such Alteration, Tenant, at Tenant's expense, shall have obtain certificates of final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the "as built" plans and specifications for such Alterations. All Alterations shall be made and performed in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, Restrictive Covenants, and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, any such Alteration for which the cost of labor and materials (as estimated by Landlord's architect, engineer or contractor) is in excess of Seventy-Five Thousand Dollars ($75,000.00), either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall be performed only under the supervision of a licensed architect satisfactory to Landlord. (2) Landlord reserves the right to install all furnituredisapprove any plans and specifications in whole or in part, furnishingsto reserve approval of items shown thereon pending its review and approval of other plans and specifications, equipment and signage it to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information; provided, however, that Landlord shall be reasonable in its exercise of these rights. Additionally, Landlord shall be deemed to have approved Tenant's plans and specifications if Landlord fails to respond to Tenant's plans and specifications within fifteen (15) days of Landlord's receipt thereof. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Requirements, Restrictive Covenants or otherwise. (c) Alterations shall be performed at Tenant's expense and at such times and in such manner as Landlord may from time to time reasonably deems necessary or desirable for its operation designate, unless, at the time of the SchoolAlterations, Tenant is the only occupant of the Building and Building No. 1, in which event, Tenant may control the times and manner (but always in accordance with all Requirements) to perform the Alterations. All Alterations shall become a part of the Building and shall be Landlord's property from and after the installation thereof and may not be removed or changed without Landlord's consent. Notwithstanding the foregoing, however, Landlord, upon notice given at no cost to IPS. No additions least sixty (60) days prior to the existing Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Term, may require Tenant to remove any specified Alterations (other than those comprising part of Building Standard Condition) and to repair and restore in a good and workmanlike manner to Building Standard Condition (reasonable wear and tear excepted) any damage to the Premises or the construction Building caused by such removal. All Tenant's Property shall remain the property of new buildings Tenant and, unless Landlord and Tenant shall agree otherwise, on or before the Expiration Date shall, at Tenant's cost, be removed from the Premises by Operator Tenant, and Tenant shall be permitted. Operator may attach non-permanent materials repair and fixtures restore in a good and workmanlike manner to Building Standard Condition (reasonable wear and tear excepted) any damage to the walls Premises or the Building caused by such removal. The provisions of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon this Section 5.1(c) shall survive the expiration or earlier termination of this AgreementLease. (1) All Alterations shall be performed, Operator may remove at Tenant's sole cost and expense, by contractors, subcontractors or mechanics approved by Landlord in Landlord's reasonable discretion. (2) Notwithstanding the foregoing, with respect to any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvementsAlteration affecting any Building Systems, furnishings(i) Tenant, if required by Landlord, shall employ Landlord's or the Manager's designated contractor, and equipment installed on (ii) the Building Alteration shall, if required by Landlord, at Tenant's expense, be designed by either Landlord's or the Manager's engineer. (1) Any mechanic's lien filed against the Premises or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be maintained canceled or discharged by OperatorTenant, at Operator’s Tenant's expense, in good condition and repair. All permitted alterationswithin twenty (20) days after such lien shall be filed, changes, partitionsby payment or filing of the bond required by law, and installations of improvements (the “Alterations”) Tenant shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save hold Landlord harmless IPS from and against any and all costs or costs, expenses, including attorneys’ feesclaims, that IPS may incur losses or damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic's lien within the aforesaid period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any claim such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for labor performed or material furnished or violation the foreclosure of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise such mechanic's lien by reason the lienor and to pay the amount of the installation judgment, if any, in favor of the lienor, with interest, costs and allowances. (3) Any amount paid by Landlord for any Alteration or fixturesof the aforesaid charges and for all expenses of Landlord (including, equipment, or partitions by Operator as herein provided. No installation of, repair but not limited to, attorneys' fees and disbursements) incurred in defending any such action, discharging said lien or other activity concerning equipment within or other Alterations made to in procuring the Building shall: (a) adversely affect the structural integrity discharge of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbingsaid lien, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and with interest on all personal property and unattached equipment installed by Operator may be removed such amounts at the termination maximum legal rate of this Agreementinterest then chargeable to Tenant from the date of payment, provided that Operator shall repair any and all damage caused be repaid by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed Tenant within 10 ten (10) days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPStherefor, and IPS may retain all amounts so repayable, together with such interest, shall be considered Additional Rent. (f) Notwithstanding anything to the contrary set forth in this Article V, Tenant, without Landlord's consent, is permitted to make Alterations to the Premises which relate only to the cosmetic appearance, nonstructural components, and/or non-load-bearing portions of the Premises (and which do not affect the structural and/or load-bearing elements of the Building or dispose of the Building Systems), provided such personal property and unattached equipment Alterations do not cost, in its sole discretion and without liability to account to Operator; providedthe aggregate, Operator more than Seventy-Five Thousand Dollars ($75,000.00) during any twelve (12) month period during the Term. Section 5.2. Tenant shall reimburse IPS Landlord, within five (5) Business Days after demand therefor, for any reasonable out-of-pocket expense incurred by Landlord for reviewing the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications for any Alterations or inspecting the progress of completion of the same. Section 5.3. Landlord, at Tenant's expense, and upon the request of Tenant, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any Alterations permitted Alteration (provided that the provisions of the applicable Requirements shall require that Landlord join in such application) and evidence shall otherwise cooperate with Tenant in connection therewith, provided that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, Landlord shall not be deemed a representation obligated to incur any cost or affirmation regarding compliance expense or liability in connection therewith. Section 5.4. Tenant shall furnish to Landlord copies of records of all Alterations and of the cost thereof within fifteen (15) days after the completion of such Alterations. Section 5.5. TENANT HEREBY ACCEPTS THE PREMISES "AS IS, WHERE IS," AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE. Section 5.6. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if such Applicable Lawemployment would unreasonably interfere or cause any unreasonable conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or of any other property owned by Landlord. In the event of any eventsuch unreasonable interference or conflict, Operator Tenant, upon demand of Landlord, shall not remove cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. Section 5.7. During the course of any improvements Alteration and any construction by Landlord, whether on the Land or on any real property adjacent to the Land, Landlord and Tenant shall cooperate with each other, and shall surrender the Facilities at the end of the Term in good condition cause their contractors and repairsubcontractors to cooperate, ordinary wear so as to minimize interruption and tear and damage by casualty or condemnation exceptedinterference with each other's construction activities.

Alterations. Except Tenant will not make any alterations, repairs, additions or improvements in or to the Premises (for purposes of this Article 12, any of the foregoing being referred to as otherwise agreed by the Parties in writing“Work”) or add, Operator shall not paint, decorate, install canopies or awnings, disturb or in any way change the Building exterior (any plumbing, wiring, life/safety or the appearance thereof). No remodelingmechanical systems, additions, alterationslocks, or structural change shall be made in portions of the Building by Operator without the prior written consent of IPSthe Landlord as to the character of the Work, which the manner of doing the Work, and the contractor(s) doing the Work. Such consent shall not be unreasonably withheldwithheld or delayed, if such Work is required of Tenant or is the obligation of Tenant pursuant to this Lease Agreement. Operator shall have the right As a condition to install all furnitureLandlord’s consent to Work proposed by Tenant, furnishingsLandlord may impose such conditions with respect thereto as Landlord deems appropriate, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, requiring Tenant to furnish surety performance and/or payment bonds or other security for the cafeteriapayment of all costs incurred in connection with such Work, libraryinsurance against liabilities that may arise out of such Work, common areasplans and specifications approved by Landlord and permits necessary for such Work. If such Work is performed by contractor(s) not retained by Landlord, groundsTenant shall upon completion of such Work, parking lot (i) deliver to Landlord evidence that payment for all such Work has been made by Tenant, contractors’ affidavits and driveways full and final mechanic’s lien waivers and (ii) pay to Landlord a construction supervision fee of five percent (5%) of the Buildingtotal 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. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent All such Work shall be done in a good and workmanlike manner using quality materials and movable fixtures that it installed that are not attached to real propertyshall comply with all applicable governmental laws, ordinances, rules and regulations. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby Tenant agrees to indemnify and save hold Landlord free and harmless IPS from any and all costs liability, loss, cost, damage or expenses, expense (including attorneys’ attorney’s fees, that IPS may incur ) by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason such Work. The provisions of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination Article 27 of this Agreement, provided that Operator Lease Agreement shall repair any and apply to all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of Work performed under this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedArticle 12.

Alterations. Except ▇▇▇▇▇▇ agrees to accept the Premises in its current “as-is” condition, and Landlord makes no representations or warranties of any kind as otherwise agreed by to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation suitability of the School, all at no cost to IPS. No additions Premises for any purpose whatsoever or as to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities physical condition thereof (including, without limitation, the cafeteriaenvironmental condition) or otherwise, libraryexcept as otherwise expressly provided in this Lease. Nothing contained herein shall obligate Landlord to make any changes or alterations in the Premises. Tenant shall not make any additions or alterations to the Premises without Landlord’s prior written consent, common areaswhich may be withheld in Landlord’s sole discretion. In the event that Landlord shall consent to any such alterations, groundsTenant shall make such alterations at its sole cost and expense subject in all cases to the following conditions: (i) Tenant shall procure and pay for all required permits and authorizations of all municipal authorities and government subdivisions having jurisdiction over the Premises prior to undertaking any alteration; (ii) Tenant shall make any alteration promptly in a good and workmanlike manner and in compliance with all applicable covenants, parking lot permits and driveways of the Building. Upon the expiration or earlier termination of this Agreementauthorizations, Operator may remove any non-permanent materials building and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingszoning laws, and equipment installed on all other laws, ordinances, orders, rules, regulations and requirements of all municipal authorities and government subdivisions having jurisdiction over the Building Premises; (iii) prior to commencement of construction of any alteration, Tenant shall cause to be maintained by Operatorfurnished to Landlord from Tenant and ▇▇▇▇▇▇’s contractors certificates of general commercial liability and worker’s compensation insurance, naming Landlord and its designees as additional insured and otherwise reasonably satisfactory to Landlord together with proof of all required licenses. Landlord shall have the right to inspect the construction of such alterations at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitionsany time, and installations of improvements (the “Alterations”) same shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors in accordance with such reasonable rules and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS regulations as Landlord may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedimpose.

Alterations. Except as otherwise agreed by the Parties in writingrequired herein or as otherwise set forth herein as Tenant’s Work, Operator Tenant shall not paint, decorate, install canopies or awnings, or in make any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, additions or improvements to the exterior or structural change shall be made in portions #PageNum# of the Building by Operator Premises (including, without limitation, the roof) (herein referred to collectively as "Alteration") without the prior written consent of IPSLandlord and the Association (to the extent it has jurisdiction), which consent Landlord and the Association shall not unreasonably withhold. Tenant may install in the interior of the Premises without the consent of Landlord, unattached, movable trade fixtures and furniture which may be unreasonably withheldinstalled without drilling, cutting or otherwise defacing the Premises including but not limited to partitions, cubicles, and other items which are not fixtures (herein referred to as "Removable Trade Fixtures"). Operator Other than for Tenant’s Work, Tenant shall have the right submit to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable Landlord for its operation review and approval, complete plans and specifications for any proposed Alteration at the time approval is sought, and if necessary, resubmit the same from time to time, within fifteen (15) days after receipt of written notice of disapproval thereof from Landlord or the Association, until the same are approved by Landlord and the Association if applicable. In the event the Association or Landlord fails to grant its approval (or disapproval) of Tenant’s plans and specifications within ten (10) days of Tenant’s submission (and/or resubmission) of the Schoolsame, all at no cost to IPS. No additions to then Landlord and/or the existing Building or Association, as the construction of new buildings by Operator case may be, shall be permitteddeemed to have approved the same. Operator may attach non-permanent materials and fixtures to the walls In connection with any Alteration of the Facilities Premises by Tenant, Tenant shall comply with all applicable federal, state, county and local laws and ordinances (including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingsADA), and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition all rules and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason regulations of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of governmental authority having jurisdiction over the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedPremises.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Tenant shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made in improvements to the Building by Operator Premises without the prior written consent of IPSLandlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withheld. Operator shall have withhold its consent to any alterations, additions or improvements to the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation Premises which cost less than One Dollar ($1.00) per square foot of the School, all at no cost to IPS. No additions to improved portions of the existing Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or the construction of new buildings by Operator shall outside areas (or be permitted. Operator may attach non-permanent materials and fixtures to the walls visible from adjoining sites), or (ii) affect or penetrate any of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways structural. portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlords access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Upon Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and requirements as to the expiration or earlier termination of this Agreementmanner, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishingstime, and equipment installed on contractor for performance of the Building work. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be maintained by Operatorentitled to a supervision fee in the amount of five percent (5%) of the cost of the work_ If any governmental entity requires, at Operator’s expense, in good as a condition and repair. All permitted to any proposed alterations, changes, partitions, and installations of additions or improvements (to the “Alterations”) shall be performed Premises by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ feesTenant, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations improvements be made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioningCommon Areas, and other mechanical facilities or equipment; or (f) otherwise affect if Landlord consents to such improvements to the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this AgreementCommon Areas, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if not removed within 10 days after written demand from IPS to Operator to remove the samerequired by Landlord, at IPS’ option Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of IPS, Landlord and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring surrendered with the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities Premises at the end of the Term ▇▇▇▇▇, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord. at Tenant's request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in good condition and repairthis Lease or in any Exhibit to this Lease, ordinary wear and tear and damage by casualty should Landlord make any alteration or condemnation exceptedimprovement to the Premises for Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred.

Alterations. Except A. Tenant shall not make or allow to be made (except as otherwise agreed by provided in this Lease Agreement) any alterations or physical additions (including fixtures) in or to the Parties in writingLeased Premises, Operator shall not paint, decorate, install canopies or awnings, or in any way change without first obtaining the Building exterior (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator without the prior written consent of IPSLandlord; provided, however, Landlord’s consent to (i) any alterations or physical additions (including fixtures) to the Leased Premises which do not affect the HVAC, plumbing, electrical or mechanical systems or structural elements of the Leased Premises or the Building or (ii) the placement of safes, vaults or other heavy furniture or equipment within the Leased Premises shall not be unreasonably withheld, conditioned or delayed. Operator In addition, Tenant shall have not be permitted to take x-rays or core drill or penetrate the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation floor of the SchoolLeased Premises or any other floor of the Building without first obtaining the Landlord’s consent. The cost of any consultant or engineer hired by Landlord in connection with such work undertaken by Tenant shall be paid for by Tenant as additional rent hereunder. Tenant shall submit requests for consent to make alterations or physical additions together with copies of the plans and specifications for such alterations. Subsequent to obtaining Landlord’s consent and prior to commencement of construction of the alterations or physical additions, all at no Tenant shall deliver to Landlord the building permit, a copy of the executed construction contract covering the alterations and physical additions 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 defined on Exhibit I) as additional insureds. Tenant shall pay to Landlord upon demand a review fee in the amount of Landlord’s actual costs incurred to compensate Landlord for the cost to IPS. No additions to of review and approval of the existing Building or plans and specifications and for additional administrative costs incurred in monitoring the construction of new buildings the alterations. 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, and shall reimburse Landlord for the cost incurred by Operator Landlord to update its current architectural plans for the Building. B. 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 not be deemed to be the agent or representative of Landlord in making any such alterations, physical additions or improvements to the Leased Premises, and shall have no right, power or authority to encumber any interest in the Complex in connection therewith other than Tenant’s leasehold estate under this Lease Agreement. However, should any 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 cause the same to be canceled or discharged of record by bond or otherwise within ten (10) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens, within said ten (10) day period, which failure shall be permitteddeemed to be an Event of Default hereunder without the necessity of any further notice, 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 demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such lien or liens. D. Tenant shall cause all alterations, physical additions, 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. Operator may attach non-permanent materials Tenant acknowledges and fixtures 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 or release Tenant from its obligations under this Section 10.D. E. 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 walls Leased Premises to accommodate disabled employees and customers of the Facilities Tenant, including, without limitation, compliance with the cafeteriaAmericans with Disabilities Act (42 U.S.C. §§ 12101 et seq.) and the Texas Architectural Barriers Act (Tex.Rev.Civ.Stat. Art 9201) (collectively, librarythe “Accommodation Laws”). Except to the extent provided below, common areas, grounds, parking lot Landlord shall be responsible for making all accommodations and driveways alterations to the Common Areas of the BuildingBuilding necessary to comply with the Accommodation Laws. Upon Notwithstanding the expiration foregoing, Landlord may perform, at Tenant’s sole cost and expense, any accommodations or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed alterations that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed required by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not Accommodation Laws to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason area outside of the installation of Leased Premises which are triggered by any Alteration alterations or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made additions to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, Leased Premises and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator Tenant shall reimburse IPS Landlord for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans cost and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedexpense upon demand.

Alterations. Except as otherwise agreed by Tenant shall make no alterations, installations, changes or additions in or to the Parties in writing, Operator shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (Premises or the appearance thereof). No remodelingProject (collectively, additions, alterations, or structural change shall be made in the Building by Operator "Alterations") without the Landlord's prior written consent of IPSconsent, which shall not be unreasonably withheld. Operator shall have the right Without limitation as to install all furnitureother grounds for Landlord withholding its consent to any proposed Alteration, furnishings, equipment and signage it reasonably deems necessary Landlord may withhold its consent to a proposed Alteration if Landlord determines that such Alteration is not compatible with any existing or desirable for its operation planned future certification of the SchoolProject under the LEED rating system (or other applicable certification standard). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, all at no cost to IPS. No additions using only 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 existing Building or the construction of new buildings Alterations in question, to be prepared and submitted by Operator 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. Tenant shall cause all Alterations to be permitted. Operator may attach non-permanent materials performed in a good and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expenseworkmanlike manner, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and conformance with all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any applicable federal, state, or local statutecounty and municipal laws, regulationrules and regulations, codepursuant to a valid building permit, ordinanceand in conformance with Landlord's construction rules and regulations. If Landlord, or 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, defend, and hold Landlord free and harmless from all liens and claims of lien, and all other law that may arise by reason of the installation liability, claims and demands arising out of any Alteration work done or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made material supplied to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair Premises by or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination request of this Agreement, provided that Operator shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications Tenant in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedAlterations.

Alterations. Except as otherwise agreed by the Parties in writing, Operator Sublessee shall not paint, decorate, install canopies or awnings, or in any way change the Building exterior (or the appearance thereof). No remodeling, additions, make no alterations, additions or structural change shall be made in improvements to the Building by Operator Premises (including, without limitation, roof and wall penetrations) or any part thereof without obtaining the prior written consent of IPSSublessor and Landlord in each instance. Such consent may be granted or withheld in Sublessor and/or Landlord's sole and absolute discretion. Sublessor and/or Landlord may impose as a condition to such consent such requirements as Sublessor and/or Landlord may deem necessary, which shall not in its sole and absolute discretion, including, without limitation that: (a) Sublessor and/or Landlord be unreasonably withheld. Operator shall have furnished with working drawings before work commences; (b) performance and labor and material payment bonds inform and amount and issued by a company satisfactory to Sublessor and/or Landlord be furnished; (c) Sublessor and/or Landlord approve the right contractor by whom the work is to install all furniture, furnishings, equipment be performed; (d) adequate course of construction and signage it reasonably deems necessary or desirable for its operation of general liability insurance be in place and Sublessor and Landlord be named as additional insureds under the School, all at no cost to IPS. No additions contractor's liability and property insurance policies; and (e) Sublessor's and Landlord's instructions relating to the existing Building or manner in which the construction of new buildings by Operator work is to be performed and the times during which it is to be accomplished shall be permittedcomplied with. Operator may attach non-permanent materials All such alterations, additions or improvements must be performed in a good and fixtures to the walls of the Facilities workmanlike manner in compliance with all laws, rules and regulations, including, without limitation, the cafeteriaAmericans with Disabilities Act of 1990, libraryand diligently prosecuted to completion. Sublessee shall deliver to Sublessor and Landlord upon commencement of such work, common areas, grounds, parking lot and driveways a copy of the Buildingbuilding permit with respect thereto, and a certificate of occupancy, if applicable, immediately upon completion of the work. Upon Should Sublessee make any alterations without Sublessor's and/or Landlord's prior written consent, or without satisfaction of any of the conditions established by Sublessor and/or Landlord in conjunction with granting such consent, Sublessor and/or Landlord shall have the right, in addition to and without limitation of any right or remedy Sublessor and/or Landlord may have under this Sublease, at law or in equity, to require Sublessee to remove all or some of the alterations, additions or improvements at Sublessee's sole cost and restore the Premises to the same condition as existed prior to undertaking the alterations, or if Sublessee shall fail to do so, Sublessor and/or Landlord may cause such removal or restoration to be performed at Sublessee's expense and the cost thereof shall be Additional Rent to be paid by Sublessee immediately upon demand. Sublessor and/or Landlord shall have the right to require Sublessee, at Sublessee's expense, to remove any and all alterations, additions or improvements and to restore the Premises to its prior condition upon the expiration or earlier sooner termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real propertySublease. Any improvements, furnishings, and equipment installed on the Building Sublessee shall be maintained by Operator, notify Sublessor and/or Landlord in writing at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements least ten (the “Alterations”10) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made days prior to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination of this Agreement, provided that Operator shall repair any and all damage caused by the removal commencement of any such personal property work in or unattached equipment. Any personal property and unattached equipment remaining in about the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPSPremises, and IPS may retain Sublessor and/or Landlord shall have the right at any time and from time to time to post and maintain notices of non-responsibility in or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for about the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedPremises.

Alterations. Except as otherwise agreed by The Licensor consents to Licensee carrying out the Parties in writing, Operator Works. The Licensee shall not paint, decorate, install canopies carry out any alterations or awnings, or in any way change additions to the Building exterior Property (or except the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator Works) without the prior written consent of IPS, the Licensor (which shall not be unreasonably withheld. Operator shall have the right to install all furniture, furnishings, equipment and signage it reasonably deems necessary withheld or desirable for its operation delayed in respect of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach internal non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures structural alterations that it installed that are do not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity structure and fabric of the BuildingLandlord’s Property or the Service Media). The Licensee is under no obligation to carry out the Works, but if it does carry out the Works then the Licensee agrees to carry out and complete the Works: in a good and workmanlike manner, with good quality materials fit for the purpose for which they are required; (b) impair or affect in accordance in all respects with all relevant legislation and the weather-tight condition terms of all consents which have been notified to the Licensee; in accordance with the requirements of the roof insurers of the Property which have been notified to the Licensee; without using or decrease permitting the roof’s useful life; (c) overload electrical circuits use of any material or equipment; (d) overload or unreasonably burden plumbingsubstance which, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the termination time of this Agreementuse, provided does not conform with all relevant British and European standards and codes of practice or which is generally known to the United Kingdom building industry at the time of use to be deleterious to health and safety or to the durability of the Works in the particular circumstances in which it is used; to the reasonable satisfaction of the Licensor and to the satisfaction of the insurers of the Property, any competent authority and any other person whose consent to or approval of the Works is required; in a manner so as to cause as little nuisance as reasonably possible to the Licensor and to the owners and occupiers of any adjoining or neighbouring property; so as not to result in the Property any adjoining or neighbouring property becoming unsafe; and at the Licensee’s sole risk. The Licensee shall make good to the Licensor’s satisfaction any damage arising out of or incidental to the carrying out or completion of the Works. On completion of the Works, the Licensee’s obligations shall apply to the Property in its then altered state. The Licensee agrees for the purposes of the Construction (Design and Management) Regulations 2015 to be treated as the only client in relation to the Works and shall comply in all respects with such regulations to the extent that Operator they may apply to the Works. At the end of the Licence Period (howsoever determined), the Licensee shall repair remove the Works and reinstate the Property to the layout and condition before the carrying out of the Works (as evidenced by the Schedule of Condition) and shall make good any and all damage caused by such removal and reinstatement to the removal satisfaction of any such personal property or unattached equipmentthe Licensor. Any personal property The Licensee accepts the Property in its present condition as evidenced by the Schedule of Condition. The Licensee agrees and unattached equipment remaining undertakes: to keep the Property clean, tidy and clear of rubbish and to properly dispose of all clinical and medical waste; to maintain the Property in the Building upon termination same state of repair and decorative condition it is in as at the date of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove Licence as evidenced by the same, at IPS’ option in its sole discretion, become the property Schedule of IPS, Condition; and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term Licence Period to leave the Property in good a clean and tidy condition and repairotherwise in accordance with the Licensee’s obligations in clause 5.7 and this clause 6 and to remove the Licensee's furniture equipment and goods from the Property. Nothing in this clause 6 shall require the Licensee to maintain the structure and fabric of the Property save to the extent that: such repair or maintenance is necessitated as a consequence of the use of the Property during the Licence Period or the acts or omissions of the Licensee or other authorised occupier or their respective employees, ordinary wear agents or contractors or others for whom they are responsible in law; or the Property is damaged by any risk which the Licensor has insured against and tear such insured risk damage has been caused by, or payment of any insurance money is refused as a consequence of, the acts or omissions of the Licensee or other authorised occupier or their respective employee, agents or contractors or others for whom they are responsible in law. If reasonably required having regard to the nature of the Property, the Permitted Use and damage appropriate guidance, then at the end of the Licence Period the Licensee shall clean and disinfect the Property to the standards set out in the appropriate guidance for the disinfection of healthcare environments potentially contaminated with Covid 19 as issued by casualty the ECDC (European Centre for Disease Prevention and Control) and / or condemnation exceptedthe NHS in its Health Building Notes and Health Technical Memoranda applicable, and in both cases or such equivalent ECDC guidance or NHS Standards as apply to such cleaning, disinfection and decontamination at the time it is carried out.

Alterations. Except as otherwise agreed by the Parties in writing, Operator (a) Tenant shall not paintconstruct any improvements or additions or otherwise alter, decorate, install canopies change or awnings, or improve the Premises in any way change the Building exterior excess of Ten Thousand Dollars (or the appearance thereof). No remodeling, additions, alterations, or structural change shall be made in the Building by Operator $10,000) without the Landlord’s prior written consent of IPSapproval, and not until Landlord shall have first approved the plans and specifications therefor, which approvals shall not be unreasonably withheld. Operator Landlord’s approval of the plans, specifications and working drawings for Tenant’s alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All such approved alterations, or improvements shall be installed by Tenant at Tenant’s expense using a licensed contractor first approved by Landlord in compliance with the approved plans and specifications therefor and in strict accordance with all laws. All such construction shall be done in a good and workmanlike manner using new materials of good quality. As a condition to consenting to any leasehold improvement or alteration or change requested by Tenant, the cost of which may exceed Twenty-five Thousand Dollars ($25,000), Landlord shall have the right to install all furniture, furnishings, equipment require Tenant to post a completion bond in an amount and signage it reasonably deems necessary or desirable for its operation of the School, all at in a form satisfactory to Landlord. In no cost to IPS. No additions event shall Tenant make any structural changes to the existing Building Premises or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures make any changes to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon the expiration Premises which would weaken or earlier termination of this Agreement, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect impair the structural integrity of the Building; (b) impair Building or affect the weather-tight condition roof membrane integrity of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbingBuilding. Tenant shall not commence construction of any alterations, wateradditions, or sanitary sewage disposal facilities; improvements (ewhether or not Landlord’s consent to the improvements are required therefore) overloaduntil (i) all required governmental approvals and permits shall have been obtained, unreasonably burden, or otherwise adversely affect heating, air conditioning(ii) all requirements regarding insurance imposed by this Lease have been satisfied, and other mechanical facilities or equipment; or (fiii) otherwise affect the Building in any materially adverse wayTenant shall have given Landlord at least ten (10) days prior written notice of its intention to commence such construction. Any All alterations, additions and all personal property and unattached equipment installed improvements constructed by Operator may be removed at the termination of this Agreement, provided that Operator Tenant shall repair any and all damage caused by the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become remain the property of IPSTenant during the Lease Term but shall not be damaged, altered, or removed from the Premises. At the expiration or sooner termination of the Lease Term, all alterations, additions, or improvements shall be surrendered to Landlord as a part of the realty and shall then become Landlord’s property, and IPS may retain Landlord shall have no obligation to reimburse Tenant for all or dispose any portion of such personal property and unattached equipment in its sole discretion and without liability to account to Operatorthe value or cost thereof; provided, Operator shall reimburse IPS for however, that, notwithstanding the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Lawforegoing, Operator shallLandlord may, at Operator’s costits option, make require Tenant to remove any alterations, additions, or improvements in which case Tenant shall so remove such modification alterations, additions or alteration improvements prior to the completed Alterations as shall be required to bring expiration or sooner termination of the same in compliance with Applicable Law. IPS’ consent Lease Term, repair any damage to the plans Premises caused by such removal, and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender restore the Facilities Premises to the condition they were in at the end commencement of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedthis Lease.

Alterations. Except as The Tenant shall not do any painting or decorating, or erect any partitions, make any non-structural alterations in or additions to the demised premises or do any nailing, boring or screwing into the ceilings, walls or floors, without the Landlord's prior written consent in each and every instance, which consent shall not unreasonably be withheld, unless the cost of such work is less than $10,000.00, in which case consent shall not be required. Tenants shall not perform any structural repairs or alterations regardless of the cost. Unless otherwise agreed by the Parties Landlord and Tenant in writing, Operator all such work shall be performed either by or under the direction of Landlord, but at the cost of Tenant. The Landlord's decision to refuse such consent shall be conclusive. If the Landlord's consent to such alterations or additions is required, the Tenant shall furnish the Landlord for approval: (a) plans and specifications; (b) names and addresses of contractors; (c) copies of contracts; (d) necessary permits; (e) indemnification in form and amount satisfactory to Landlord and certificates of insurance from all contractors performing labor or furnishing materials, insuring against any and all claims, costs, damages, liabilities and expenses which may arise in connection with the alterations or additions. Landlord may withhold approval of any alterations or additions if the plans or specifications therefor are not paint, decorate, install canopies acceptable to the Landlord or awnings, Landlord's architect or in any way change the Building exterior engineer (or the appearance thereofif any). No remodelingIn connection with any request for approval of any alterations or additions by Tenant, additions, alterations, or structural change Landlord may retain the services of an outside architect and/or engineer and the reasonable fees of such architect and/or engineer to Landlord shall be made in the Building reimbursed to Landlord by Operator without the prior written consent Tenant. Landlord's approval of IPS, which any plans or specifications shall not be unreasonably withheldconstrued to be an agreement or representation on Landlord's part as to the adequacy or suitability of the Tenant's alterations or additions. Operator In the event Landlord permits the alterations or additions to be completed by Tenant's contractor, Landlord reserves the right to require that Tenant shall terminate its contract with any such contractor in the event said contractor shall be engaged in a labor dispute which disrupts said contractor's work. Landlord shall also have the right to install all furnitureorder any contractor of Tenant who violates any of Landlord's requirements or standards of work to cease work and to remove himself, furnishings, his equipment and signage it reasonably deems necessary his employees from the Building. Tenant agrees that its contractors shall not conduct their work in such a manner so as to interfere with or desirable for its cause any interruption of either (i) Landlord's construction, (ii) another tenant's occupancy or construction, or (iii) other phases of Landlord's operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator shall be permitted. Operator may attach non-permanent materials and fixtures to the walls of the Facilities including, without limitation, the cafeteria, library, common areas, grounds, parking lot and driveways of the Building. Upon Whether the expiration Tenant furnishes the Landlord the foregoing or earlier termination of this Agreementnot, Operator may remove any non-permanent materials and movable fixtures that it installed that are not attached to real property. Any improvements, furnishings, and equipment installed on the Building shall be maintained by Operator, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator Tenant hereby agrees to indemnify hold the Landlord its beneficiaries, Owner and save Owner's partners and their respective agents and employees harmless IPS from any and all costs liabilities of every kind and description which may arise out of or expensesbe connected in any way with said alterations or additions. Any mechanic's lien filed against the demised premises, including attorneys’ feesor the Building of which the same form a part, that IPS may incur for work claimed to have been furnished to the Tenant shall be discharged of record by reason the Tenant within ten (10) days thereafter, at the Tenant's expense. Upon completing any alterations or additions whether Landlord's approval is required or not, the Tenant shall furnish the Landlord with contractors' affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used and a final set of as-built drawings, plans and specifications. All alterations and additions shall comply with all insurance requirements and with all ordinances, regulations, laws and other requirements of any claim for labor performed or material furnished or violation pertinent governmental authority. All alterations and additions shall be constructed in a good and workmanlike manner and good grades of any federalmaterials shall be used. All additions, statedecorations, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipmenthardware, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weathernon-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any trade fixtures and all personal improvements, temporary or permanent, in or upon the demised premises, whether placed there by the Tenant or by the Landlord, shall, unless the Landlord identifies the need for their removal at the time of installation, become the Landlord's property and unattached equipment installed by Operator may be removed shall remain upon the demised premises at the termination of this AgreementLease by lapse of time or otherwise without compensation or allowance of credit to the Tenant. If, provided that Operator upon the Landlord's request, the Tenant does not remove said additions, decorations, fixtures, hardware, non-trade fixtures and improvements earlier identified by Landlord, the Landlord may remove the same and the Tenant shall repair any and all pay the cost of such removal to the Landlord upon demand. Any damage caused by the removal of any such personal property or unattached equipment. Any personal property additions, decorations, fixtures, hardware, non-trade fixtures and unattached equipment remaining in improvements may be repaired by the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, Landlord at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration to the completed Alterations as shall be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty or condemnation exceptedTenant's expense.

Alterations. Supplementing Article 3: 48.01 Except as otherwise agreed by the Parties provided in writingArticle 3 or this Article, Operator Tenant shall not paint, decorate, install canopies or awnings, or in make any way change the Building exterior (or the appearance thereof). No remodeling, additions, alterations, installations, additions or structural change improvements (collectively, “Improvements”) in or to the premises. Any Improvements performed by or on behalf of Tenant in order to prepare the premises for Tenant’s initial occupancy thereof are referred to herein as “Initial improvements” and, unless otherwise expressly provided to the contrary in this lease, the term “Improvements” shall include Initial Improvements. (a) all Improvements shall be made in the Building by Operator without the prior written consent of IPS, which shall not be unreasonably withheld. Operator shall have the right to install at Tenant’s sole cost and expense; (b) all furniture, furnishings, equipment and signage it reasonably deems necessary or desirable for its operation of the School, all at no cost to IPS. No additions to the existing Building or the construction of new buildings by Operator Improvements shall be permittedeffected in compliance with all applicable legal and insurance requirements. Operator may attach non-permanent materials and fixtures to In the walls of the Facilities event any such Improvements (including, without limitation, the cafeteriainitial improvements) must be halted, libraryeither temporarily or permanently, common areasas a result of a failure by Tenant, groundsits contractors or subcontractors to comply with all applicable legal requirements, parking lot Owner shall have no liability or responsibility therefor and driveways the Rent due hereunder shall be payable in full; (c) before proceeding with any improvements, Tenant shall submit to Owner for approval copies of plans and specifications (or, for Improvements that constitute merely decorative changes which do not require a building or other governmental permit, a detailed description) therefor indicating the scope and nature of the improvements. Owner shall approve or reject such plans and specifications (or such detailed description) within five (5) business days after Tenant’s submission thereof to Owner. Tenant shall reimburse Owner for all reasonable out of pocket expenses and fees paid by Owner to outside consultants in connection with (i) its decision as to whether to approve such Improvements, and (ii) inspecting such Improvements to determine whether the same are being or have been performed in accordance with the approved plans and specifications therefor and with all applicable legal requirements and insurance policies covering or applicable to all or any part of the premises or Building, provided, however, that there will be no such charge with respect to nonstructural Improvements. All Improvements shall be made in accordance with plans and specifications approved by Owner and such other reasonable requirements as Owner may establish; (d) upon completion of any improvements (other than mere decorations), Tenant shall deliver to Owner three copies of “as-built” plans for such Improvements. Tenant need not seek Owner’s approval as to decorations except that any wallcoverings must have backcloths; and (e) if required by law, promptly upon the completion of any Improvements, Tenant shall obtain a certificate of occupancy (or a revised certificate of occupancy) with respect to the premises and deliver a copy thereof to Owner. 48.02 Only one or more persons, firms or corporations authorized in writing by Owner (such authorization not to be unreasonably withheld or delayed) shall be permitted to act as contractor or subcontractor for any work to be performed in accordance with Article 3 of this lease. Owner expressly reserves the right to exclude from the Building any person, firm or corporation attempting to act as a construction contractor in violation hereof. In the event Tenant shall employ any contractor permitted by this Section, such contractor and any subcontractor shall agree to employ only such materials and such labor as will not result in labor disputes, strikes or jurisdictional disputes with other contractors, mechanics, or laborers engaged by Tenant, Owner or others. Tenant, upon demand of Owner, shall use its best efforts to cause all materials, contractors, mechanics or laborers causing such difficulty, strike or dispute to leave or be removed from the Building immediately. Owner agrees that such contractor or subcontractor shall have reasonable use of the Building facilities provided the same does not unreasonably interfere with the other tenants of the Building or cause Owner to incur any overtime or premium wages. Tenant will inform Owner in writing of the names of any contractor or subcontractor Tenant proposes to use in the premises at least three (3) business days prior to the beginning of work by such contractor or subcontractor. 48.03 Notwithstanding the provisions of Article 3, no approval of plans or specifications by Owner or consent by Owner allowing Tenant to make any alterations, installations, additions or improvements in the premises at any time during the Term shall in any way be deemed to be an agreement by Owner that the contemplated alterations, installations, additions or improvements comply with any legal requirements or any certificate of occupancy for the Building nor shall it be deemed to be a waiver by Owner of such compliance by Tenant or of any of the other terms of this lease. Notice is hereby given that neither Owner, Owner’s agent, nor any mortgagee of the Building shall be liable for any such labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for such labor or material shall attach to or affect any estate or interest of Owner or any such mortgagee in and to the premises or the Building. Upon If a mechanic’s or other lien is filed against the land and the Building as a result of work performed by and for Tenant, Tenant shall cause same to be discharged by bonding or otherwise within sixty (60) days or such lesser period as may be required pursuant to any mortgage encumbering said land and Building. Tenant shall keep records of all alterations, installations, additions or improvements costing in excess of $50,000 and the cost thereof, and within 15 days after demand by Owner, Tenant shall furnish to Owner copies of such records if Owner shall request the same in connection with any tax certiorari proceedings or in connection with any dispute under Section 41.06(j) hereof. 48.04 Notwithstanding the provisions of Article 3, Tenant shall not be required to remove from the premises upon the expiration or earlier termination of this Agreementlease (i) any Improvements or installations or alterations that are existing in the premises as of the Commencement Date (other than the Existing Furniture, Operator may remove which Tenant must remove), (ii) any non-permanent materials and movable fixtures that it installed Improvements that are not attached Specialty Alterations (defined below), or (iii) any Specialty Alterations which Owner, pursuant to real propertythe following provisions of this Section 48.04, has elected not to require Tenant to remove. Any improvementsAt the time Tenant requests Owner’s consent to any Improvements, furnishingsTenant may request (in bold/block lettering) whether any of the alterations, and equipment installed on the Building shall be maintained by Operatoradditions or changes shown thereon constitute Specialty Alterations and, if so, whether Owner will require that Tenant, at Operator’s expense, in good condition and repair. All permitted alterations, changes, partitions, and installations of improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state expiration or local authority responsible for licensing building contractors and approved by IPS, such approval not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of any claim for labor performed or material furnished or violation of any federal, state, or local statute, regulation, code, ordinance, or other law that may arise by reason of the installation of any Alteration or fixtures, equipment, or partitions by Operator as herein provided. No installation of, repair to, or other activity concerning equipment within or other Alterations made to the Building shall: (a) adversely affect the structural integrity of the Building; (b) impair or affect the weather-tight condition of the roof or decrease the roof’s useful life; (c) overload electrical circuits or equipment; (d) overload or unreasonably burden plumbing, water, or sanitary sewage disposal facilities; (e) overload, unreasonably burden, or otherwise adversely affect heating, air conditioning, and other mechanical facilities or equipment; or (f) otherwise affect the Building in any materially adverse way. Any and all personal property and unattached equipment installed by Operator may be removed at the earlier termination of this Agreementlease, provided that Operator shall repair any remove such Specialty Alteration and all damage caused by restore the removal of any such personal property or unattached equipment. Any personal property and unattached equipment remaining in the Building upon termination of this Agreement shall, if not removed within 10 days after written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion, become the property of IPS, and IPS may retain or dispose of such personal property and unattached equipment in its sole discretion and without liability to account to Operator; provided, Operator shall reimburse IPS for the costs of storing or disposal of such personal property or unattached equipment. Operator shall submit to IPS detailed plans and specifications in connection with any Alterations and evidence that said plans and specifications are in compliance with Applicable Law. If such Alterations are not in compliance with Applicable Law, Operator shall, at Operator’s cost, make such modification or alteration demised premises to the completed condition the same were in prior to the making thereof (stating in bold/block typeface that Owner’s failure to identify (at the time Owner responds to Tenant’s request for approval) those Specialty Alterations as shall that Tenant will be required to bring the same in compliance with Applicable Law. IPS’ consent to the plans and specifications, or any work proposed or completed by Operator, shall not be deemed a representation or affirmation regarding compliance with any such Applicable Law. In any event, Operator shall not remove any improvements and shall surrender the Facilities at the end of the Term term shall be deemed to mean that Owner has elected not to require Tenant to remove same at the end of the term hereof), and if Owner does not timely identify any of the proposed changes or alterations as Specialty Alterations and require such removal/restoration following such express request, Tenant at the expiration or earlier termination of this Lease, shall not be required to remove such Specialty Alteration(s) that were so consented to by Owner. For purposes of this lease, a “Specialty Alteration” shall mean an alteration, improvement or change which, at the time of installation, is not the type of improvement that is customarily found in good condition and repair, ordinary wear and tear and damage by casualty or condemnation excepteda standard office installation.