Common use of Landlord's Consent and Conditions Clause in Contracts

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approval. The following requirements shall apply to all Tenant’s Alterations:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting in advance plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord Landlord, and without obtaining Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed. Landlord may withhold its , except that Landlord's consent shall not be required for interior, nonstructural alterations that do not exceed Ten Thousand Dollars ($10,000) in its sole discretion for any Tenant’s Alterations which cost per project so long as such Work (a) impacts does not impact the base structural components or systems of the Building, (b) will not impact any other tenant's premises, and (c) is not visible from outside the Premises. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion for any Work which (a) impacts the base structural components or the Building systems, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent All improvements or alterations greater than Ten Thousand Dollars ($10,000) shall be performed by Landlord's contractor or other contractor approved in writing by Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to commencing such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expenseconstruction. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall promptly reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork as and when such payment is first due. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 5E. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations in or additions, changes or installations to the structuralPremises other than those made in accordance with the Tenant Improvement Agreement attached as Appendix C (collectively, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) which (i) adversely impact, in Landlord’s sole opinion, the base structural components or the heating, air conditioning, ventilation, electrical, plumbing or mechanical systems (collectively, the “Systems”) of the Building, or (ii) impact any other tenant’s premises (collectively, the “Systems/Structure Work”), without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations therefor to Landlord Landlord, and obtaining Landlord’s prior written consentconsent thereto (which consent may be withheld in Landlord’s sole discretion). Tenant shall not make any Alterations to the Premises which are not deemed Systems/Structure Work pursuant to this Section 5.A., without submitting plans and specifications therefor to Landlord, and obtaining Landlord’s prior written consent thereto (which consent shall not be unreasonably withheld), conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which if (a) impacts the base structural components cost thereof is in excess of $25,000,000, or systems of the Building, (b) impacts any other tenant’s premisessuch Alterations are visible from outside the Premises, or (c) is visible from outside such Alterations impact the PremisesSystems but are not deemed Systems/Structure Work by Landlord in its sole opinion (collectively, the “Consent Work”). Further, as a condition Tenant shall be allowed to its consent Landlord may require Tenant to remove such Tenant’s make any Alterations or changes to the Premises upon which are not deemed Systems/Structure Work or Consent Work pursuant to this Section 5.A. without Landlord’s consent (collectively, the expiration or earlier termination “Non-Consent Work”). For purposes of this Lease, Systems/Structure Work, Consent Work and Non-Consent Work are sometimes collectively referred to herein as the “Lease Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Work.” Tenant shall have the option not to proceed with the proposed item pay Landlord’s reasonable out of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred expenses for review of the plans for and all other items submitted by Tenant’s Alterations. Landlord may impose any reasonable conditions it chooses on any such consent it is entitled to give. Tenant shall pay for the cost of all Tenant’s AlterationsLease Term Work. All Tenant’s Alterations Lease Term Work shall become the property of Landlord upon its installationtermination, except for Tenant’s trade fixtures and any other items that which Tenant identifies as removable shall remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease. The following requirements shall apply to all Tenant’s AlterationsLease Term Work:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent, which . Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork, provided that Work in connection with the Initial Improvements shall be subject to the Tenant Improvement Agreement. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time termination of the Lease pursuant to Section 5E. Tenant shall designate those items which it submits considers to be its trade fixtures in any request for Landlord's approval of alterations. Any alterations not designated as such in Tenant’s Alterations plans for approval's request shall be deemed not to be trade fixtures. All Initial Improvements constructed under Appendix C shall become the property of Landlord upon installation, and shall be surrendered to Landlord with the Premises at the termination of this Lease or of Tenant's right to possession. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which . Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord’s standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time termination of the Lease pursuant to Section 5E. Tenant shall designate those items which it submits considers to be its trade fixtures in any request for Landlord’s approval of alterations. Any alterations not designated as such in Tenant’s Alterations plans for approvalrequest shall be deemed not to be trade fixtures. All Initial Improvements constructed under Appendix C shall become the property of Landlord upon installation, and shall be surrendered to Landlord with the Premises at the termination of this Lease or of Tenant’s right to possession. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which shall consent (such consent not to be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which ) unless (a) impacts the cost thereof is less than $25,000, (b) such Work does not impact the base structural components or, in Landlord’s reasonable opinion, adversely affects the mechanical, electrical or plumbing systems of the Building, (bc) impacts such Work will not materially adversely impact any other tenant’s premises, or and (cd) is visible from outside such Work does not involve changes to the exterior appearance of the Premises. FurtherTenant shall, except as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such TenantInitial Improvements, pay Landlord’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) materially impacts the base structural components or, in Landlord’s reasonable opinion, adversely affects systems of the Building, (b) materially adversely impacts any other tenant’s premises, or (c) involves material changes to the exterior appearance of the Premises. The Work does not include merely decorative alterations such as painting, carpeting, floor covering, furniture movement, cabling and computer and telephone installation to the extent same do not impact base structural systems or, in Landlord’s reasonable opinion, adversely affect the systems of the Building. Tenant’s Alterations, shall except as to the Initial Improvements, reimburse Landlord for reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures Trade Fixtures and for items which Landlord requires Tenant to remove at Tenant’s cost at the termination of the Lease pursuant to Section 3E. As used herein, “Trade Fixtures” shall mean any equipment or furnishings customarily considered in a technology-based business office or in the telecommunications industry generally to be the property of the tenant, including in particular any built-in computer equipment, video conferencing facilities, audiovisual facilities, any other built-in communications equipment, and antenna or satellite equipment installed on the roof or elsewhere, and any special climate control equipment installed to protect file servers (except to the extent removal of same would adversely affect the Building systems) or other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approvaltelecommunications equipment, but excluding any millwork or hardware not heretofore specified. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material structural or exterior improvements or alterations to the structuralPremises or any alterations affecting the Building systems, mechanical nor any non-structural interior improvements or electrical portions of alterations not affecting the Premises Building systems costing more than $10,000.00 (in either case, the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayedunduly delayed or conditioned. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work to the exterior of the Premises or any Work which (a) impacts the base structural components or systems of the Building, Building or (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations, not to exceed $500.00. Unless agreed otherwise, Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for (i) Tenant’s 's trade fixtures fixtures, including, without limitation, Tenant's reception area equipment and desk, hanging file systems, secretarial and work stations or systems, supplemental HVAC units, security system, and any other system or item the removal of which will not materially impact the structural integrity of the Building and which other system (i.e., not specifically identified above) was not paid for by Landlord's Contribution (as defined in Appendix C), and (ii) items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time termination of the Lease pursuant to Sections 5D and 5E. Tenant shall designate those items which it submits considers to be its trade fixtures in any request for Landlord's approval of alterations. Any alterations not designated as such in Tenant’s Alterations plans for approval's request shall be deemed not to be trade fixtures. Except as expressly provided above, all Initial Improvements constructed under Appendix C shall become the property of Landlord upon installation, and shall be surrendered to Landlord with the Premises at the termination of this Lease or of Tenant's right to possession. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which shall consent (such consent not to be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which ) unless (a) impacts the cost thereof is less than $25,000, (b) such Work does not impact the base structural components or, in Landlord’s reasonable opinion, adversely affects the mechanical, electrical or plumbing systems of the Building, (bc) impacts such Work will not materially adversely impact any other tenant’s premises, or and (cd) is visible from outside such Work does not involve changes to the exterior appearance of the Premises. FurtherTenant shall, except as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such TenantInitial Improvements, pay Landlord’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) materially impacts the base structural components or, in Landlord’s reasonable opinion, adversely affects systems of the Building, (b) materially adversely impacts any other tenant’s premises, or (c) involves material changes to the exterior appearance of the Premises. The Work does not include merely decorative alterations such as painting, carpeting, floor covering, furniture movement, cabling and computer and telephone installation to the extent same do not impact base structural systems or, in Landlord’s reasonable opinion, adversely affect the systems of the Building. Tenant’s Alterations, shall except as to the Initial Improvements, reimburse Landlord for reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures Trade Fixtures and for items which Landlord requires Tenant to remove at Tenant’s cost at the termination of the Lease pursuant to Section 3E. As used herein, “Trade Fixtures” shall mean any equipment or furnishings customarily considered in a technology—based business office or in the telecommunications industry generally to be the property of the tenant, including in particular any built-in computer equipment, video conferencing facilities, audiovisual facilities, any other built-in communications equipment, and antenna or satellite equipment installed on the roof or elsewhere, and any special climate control equipment installed to protect file servers (except to the extent removal of same would adversely affect the Building systems) or other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approvaltelecommunications equipment, but excluding any millwork or hardware not heretofore specified. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned unless (a) the cost thereof is less than $25,000 per Building per occurrence, (b) such work does not impact the base structural components or delayedsystems of the Building, (c) such Work will not impact any other tenant’s premises, and (d) such Work is not visible from outside the Premises. Provided that Landlord receives all necessary information and plans from Tenant, Landlord agrees to respond to Tenant’s request for Landlord’s prior written consent to such alterations within ten (10) business days. However, even if Landlord’s prior written consent is not required Tenant shall provide Landlord with prior written notice at least five (5) days in advance of commencing the Work so that Landlord may take appropriate actions (e.g., notify other tenants in the Project, post and record notices of nonresponsibility or other notices deemed by Landlord to be appropriate, request and review applicable insurance certificates) before the commencement of such Work. Tenant shall pay Landlord’s actual out-of- pocket costs-incurred for reviewing of all of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, and/or (b) impacts any other tenant’s premises. As part of the Work, Landlord agrees that Tenant shall be entitled to construct exterior equipment pads located outside each Building leased by Tenant hereunder and one or more exterior chemical storage facilities, provided that Tenant shall first submit to Landlord the proposed plans for such Work and obtain Landlord’s written approval of such plans prior to commencing such Work (c) whether such Work is visible from outside performed by Tenant during the Premisesterm of this Lease or during the term of the Proxim Sublease). FurtherLandlord reserves the right to require Tenant, as a condition to at its consent Landlord may require Tenant sole cost and expense, to remove such exterior Work upon termination or expiration of this Lease. Tenant agrees and acknowledges that any parking spaces which may be taken by Tenant in connection with the construction and installation of such pads shall be deducted from Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination parking spaces as set forth in Item 13 of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s AlterationsSchedule. Tenant shall pay for the cost of all Tenant’s AlterationsWork, including the cost of any and all approvals, permits, fees and other charges which may be required as a condition of performing such Work. All Tenant’s Alterations Upon completion all Work shall become the property of Landlord upon its installationLandlord, except for Tenant’s trade fixtures and any other those items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its termination of the Lease pursuant to Section 5E. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that Tenant’s Alterations plans for approvalanechoic chamber shall remain Tenant’s property and be treated herein as a trade fixture, which shall be removed (and any damage caused thereby shall be repaired) at Tenant’s sole cost and expense upon the expiration or termination of this Lease. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material structural or exterior improvements or alterations to the structuralPremises or any alterations affecting the Building systems, mechanical nor any non-structural interior improvements or electrical portions of alterations not affecting the Premises Building systems costing more than $10,000.00 (in either case, the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work to the exterior of the Premises or any Work which (a) impacts the base structural components or the systems of the Building, Building or (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant not to exceed $500. Except for Tenant’s Alterations. improvement allowances provided hereunder, Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for (i) Tenant’s trade fixtures fixtures, including, without limitation, Tenant’s reception area equipment and desk, hanging file systems, secretarial and work stations or systems, supplemental HVAC units, security system, and any other system or item, the removal of which will not materially impact the structural integrity of the Building or any of the Building’s mechanical, electrical or plumbing systems, and (ii) items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time termination of the Lease pursuant to Sections 5D and 5E. Tenant shall designate those items which it submits considers to be its trade fixtures in any request for Landlord’s approval of alterations. Any alterations not designated as such in Tenant’s Alterations plans for approvalrequest shall be deemed not to be trade fixtures. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which shall consent (such consent not to be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which ) unless (a) impacts the cost thereof is less than $20,000, (b) such Work does not impact the base structural components or or, in Landlord’s reasonable opinion, adversely affects systems of the Building, (bc) impacts such Work will not materially adversely impact any other tenant’s premises, or and (cd) is visible from outside such Work does not involve changes to the exterior appearance of the Premises. FurtherTenant shall, except as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such TenantInitial Improvements, pay Landlord’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) impacts the base structural components or, in Landlord’s reasonable opinion, adversely affects systems of the Building, (b) materially adversely impacts any other tenant’s premises, or (c) involves changes to the exterior appearance of the Premises. The Work does not include merely decorative alterations such as painting, carpeting, floor covering, furniture movement, cabling and computer and telephone installation to the extent same do not impact base structural systems or, in Landlord’s reasonable opinion, adversely affect the systems of the Building. Tenant’s Alterations, shall except as to the Initial Improvements, reimburse Landlord for reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 3E. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting in advance plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord Landlord, and without obtaining Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed, except that Landlord’s consent shall not be required for interior, nonstructural alterations that do not exceed Five Thousand Dollars ($5,000) in cost per project so long as (a) such Work does not impact the base structural components or systems of the Building and (b) such work will not impact any other tenant’s premises, and (c) such Work is not visible from outside the Premises. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the BuildingBuilding systems, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as All improvements or alterations greater than Five Thousand Dollars ($5,000) shall be performed by a condition to its consent contractor approved in writing by Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to commencing such Tenant’s Alterationsconstruction, including restoring any damage resulting from such removalapproval not being unreasonably withheld, all at Tenant’s expenseconditioned or delayed. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork as and when such payment is first due. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease pursuant to Section 5E. Notwithstanding the foregoing, unless Tenant is in default under this Lease, Tenant shall retain ownership of any and all telephone systems, computer systems, air filtration systems and other such systems which are installed at the Premises but are reasonably removable. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material --------------------------------- improvements or alterations to the structuralPremises which (i) impact the base structural components or the heating, air conditioning, ventilation, electrical, plumbing or mechanical or electrical portions systems (collectively, the "Systems") of the Building (although Tenant may bolt its Equipment and furniture to the floor of the Premises provided such bolting does not impact the foregoing) or (ii) impact any other tenant's premises (collectively, the “Tenant’s Alterations”) "Systems/Structure Work"), without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations therefor to Landlord Landlord, and obtaining Landlord’s 's prior written consentconsent thereto (which consent Landlord may withhold in its sole discretion). Tenant shall not make any improvements or alterations in or additions, changes or installations to the Premises which are not deemed Systems/Structure Work pursuant to this Section 5A, without submitting plans and specifications therefor to Landlord, and obtaining Landlord's prior written consent thereto (which consent shall not be unreasonably withheld), conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which if (a) impacts the base structural components cost thereof, excluding installation of telephone switching equipment, is in excess of $8,000.00, or systems of the Building, (b) impacts any other tenant’s premisessuch improvements, alterations, additions, changes or (c) is installations are visible from outside the PremisesPremises (collectively, the "Non- Systems Work"). FurtherTenant shall be allowed to make any improvements or alterations in or additions, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations changes or changes installations to the Premises upon which are not deemed Systems/Structure Work or Non-Systems Work pursuant to this Section 5A without Landlord's consent (collectively, the expiration "Non-Consent Work."). For purposes of this Lease, Systems/Structure Work, Non-Systems Work and Non-Consent Work are sometimes collectively referred to herein as the "Work". Landlord hereby agrees to inform Tenant of its approval or earlier termination disapproval of the Term any such Systems/Structure Work or NonSystems Work within fifteen (15) days after receipt of a complete set of plans and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expensespecifications therefor. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item pay Landlord's out of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred expenses for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant At Tenant's option, the Work shall pay for the cost of all Tenant’s Alterationsbe performed by Landlord's employees or contractors. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures 's Trade Fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent; provided, subject to all other provisions of this Lease, including, but not limited to, the other provisions of this Section 5 and the Rules and Regulations attached as Appendix C hereto, Tenant may perform, without Landlord’s prior consent, but with reasonable advance written notice to Landlord, Work of a purely cosmetic nature in the Premises (i.e. painting, carpeting, wallcoverings, etc.), but specifically excluding the Stairway Improvements, which shall does not be unreasonably withheld, conditioned affect base Building systems or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which (a) impacts the base equipment or structural components or systems of the Building, (b) impacts any other tenant’s premises, or (c) which is not visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations and which does not affect the premises of any other tenant or changes to the Premises upon the expiration or earlier termination occupant of the Term and to restore Project so long as such Work does not cost more than $50,000.00 in the Premises to the condition they were aggregate in prior to such Tenant’s Alterationsany twelve (12) month period (collectively, including restoring any damage resulting from such removal, all at Tenant’s expense“Permitted Work”). If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual all reasonable out-of-pocket costs incurred by Landlord for review of the plans for and all other items submitted by Tenant’s Alterations. Landlord shall not unreasonably withhold, condition, or delay its consent to any such Work; provided, Landlord may withhold such consent in its sole and absolute discretion with respect to any Work which affects base Building systems or equipment or structural components of the Building, which is visible from the exterior of the Premises, or which affects the premises of any other tenant or occupant of the Project. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant Subtenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and Sublandlord and obtaining Landlord’s 's and Sublandlord's prior written consent, which shall not be unreasonably withheld, conditioned unless (a) the cost thereof is less than $50,000 per occurrence, (b) such Work does not impact the base structural components or delayedsystems of the Building, (c) such Work will not impact any other tenant's premises, and (d) such Work is not visible from outside the Building. Provided that Sublandlord receives all necessary information and plans from Subtenant, Sublandlord agrees to respond to Subtenant's request for Sublandlord's prior written consent to such alterations within seven (7) business days in the case of Work costing between $50,000 and $100,000, and within ten (10) business days for Work costing over $100,000. For purposes of the $50,000 and $100,000 thresholds, Subtenant may exclude costs associated with performing alterations which are solely cosmetic in nature, such as recarpeting and repainting the Premises. However, even if Sublandlord's or Landlord's prior written consent is not required, Subtenant shall provide Sublandlord and Landlord with prior written notice at least seven (7) days in advance of commencing the Work so that Sublandlord and Landlord may post and record a notice of nonresponsibility or other notices deemed appropriate before the commencement of such Work. Subtenant shall pay Landlord's and Sublandlord's actual out-of-pocket costs incurred for reviewing of all of the plans and all other items submitted by Subtenant. Landlord may withhold and/or Sublandlord will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, and (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant Subtenant shall pay for the cost of all Tenant’s AlterationsWork, including the cost of any and all approvals, permits, fees and other charges which may be required as a condition of performing such Work. All Tenant’s Alterations Upon completion all Work shall become the property of Landlord upon its installationLandlord, except for Tenant’s Subtenant's trade fixtures and any other for items that Tenant identifies as removable which Landlord requires Subtenant to remove at Subtenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Sublease pursuant to Section 5E. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting in advance plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord Landlord, and without obtaining Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed, except that Landlord's consent shall not be required for interior, nonstructural alterations that do not exceed Fifty Thousand Dollars ($50,000) in cost per project so long as (a) such Work does not impact the base structural components or systems of the Building (provided, however, that Tenant may make minor modifications to the Building systems without the Landlord's consent), and (b) such Work is not visible from outside the Premises. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of components, or, except as permitted above, the BuildingBuilding systems, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a or (c) would require penetration of the roof of the Building; provided, however, that Landlord shall not unreasonably withhold, condition to or delay its consent Landlord may require Tenant to remove such Tenant’s Alterations installation of additional equipment to support Building systems and services or changes to roof penetrations related to the Premises upon same or to existing equipment installations. Notwithstanding any provision to the contrary, Tenant shall, at Tenant's cost, on or before the expiration or earlier sooner termination of the Term and to restore the Premises Lease, upon Landlord's request, return to the condition they were in prior existing as of the date hereof, any portion of the Building systems modified by Tenant pursuant to such Tenant’s Alterationsthe terms of this Section, including restoring and, as to any damage resulting from such removalimprovements or alterations for which Tenant shall have otherwise obtained Landlord's consent, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing upon Landlord's request given at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. consent to the Work. Tenant shall reimburse Landlord for actual Landlord's reasonable out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other equipment that does not affect the functionality of Building systems (collectively, "Trade Fixtures") and for items that which Tenant identifies as removable is required hereunder to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease. The following requirements shall apply to all Tenant’s AlterationsWork:

Landlord's Consent and Conditions. (a) Except for Minor Alterations (as defined below), Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord may shall provide or withhold its consent in its sole discretion for any Tenantwithin ten (10) business days after Landlord’s Alterations which (a) impacts the base structural components or systems receipt of the Buildingplans and specifications; provided, (b) impacts any other tenant’s premiseshowever, or (c) is visible from outside that if the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination nature of the Term Alterations is such that Landlord requires additional time to review such plans and to restore specifications, then the Premises to the condition they were in prior ten (10) business day period shall be extended to such Tenantlonger period as is reasonably necessary to complete Landlord’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expensereview. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenantpay Landlord’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of all of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Alterations which (i) impacts the base structural components or the Building Systems, (ii) are visible from outside the Premises or (iii) impacts any other tenant’s premises. As part of the Alterations, Landlord agrees that Tenant shall be entitled to construct exterior equipment pads located outside the Building leased by Tenant hereunder and one or more exterior chemical storage facilities, provided that Tenant shall first submit to Landlord the proposed plans for such Alterations and obtain Landlord’s written approval of such plans prior to commencing such Alterations. Landlord reserves the right to require Tenant, at its sole cost and expense, to remove such exterior Alterations upon termination or expiration of this Lease. Tenant agrees and acknowledges that any parking spaces which may be taken by Tenant in connection with the construction and installation of such pads shall be deducted from Tenant’s Alterations. Tenant shall pay for parking spaces as set forth in the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approval. The following requirements shall apply to all Tenant’s Alterations:Schedule.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which (ai) impacts adversely impact, in Landlord's sole discretion, the base structural components or the heating, air conditioning, ventilation, electrical, plumbing or mechanical systems (collectively, the "Systems") of the Building, or (ii) impact any other tenant's premises (collectively, the "Systems/Structure Work"), without submitting plans and specifications therefor to Landlord, and obtaining Landlord's prior written consent thereto (which consent may be withheld in Landlord's sole discretion). Tenant shall not make any improvements or alterations in or additions, changes or installations to the Premises which are not deemed Systems/Structure Work pursuant to this Paragraph 5A, without submitting plans and specifications therefor to Landlord, and obtaining Landlord's prior written consent thereto, if (a) the cost thereof is in excess of $10,000.00, or (b) impacts any other tenant’s premisessuch improvements, alterations, additions, changes or installations are visible from outside the Premises, or (c) is visible from outside any improvements, alterations, additions, changes or installations which impact the PremisesSystems but are not deemed Systems/Structure Work by Landlord in its sole discretion (collectively, the "Consent Work"). FurtherTenant shall be allowed to make any improvements or alterations in or additions, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations changes or changes installations to the Premises upon which are not deemed Systems/Structure Work or Consent Work pursuant to this Section 5A without Landlord's consent (collectively, the expiration "Non-Consent Work"). For purposes of this Lease, Systems/Structure Work, Consent Work, Non-Consent Work and Initial Improvements are sometimes collectively referred to herein as the "Work". Landlord hereby agrees to inform Tenant of its approval or earlier termination disapproval of the Term any such Systems/Structure Work or Consent Work within fifteen (15) days after receipt of a complete set of plans and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expensespecifications therefor. If Landlord elects fails to have Tenant remove any item of Tenant’s Alterationsrespond in such 15-day period, it such Work shall do so in writing at the time it approves the Tenant’s Alterations and be deemed approved. Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred pay Landlord's standard charge for review of the plans for Tenant’s Alterationsand all other items submitted by Tenant (which is currently $75.00 per hour). With respect to Systems/Structure Work and Consent Work, Landlord may impose any conditions it chooses on such consent. Except as provided in Addendum D below, Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations The Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approvalbe performed by contractors acceptable to Landlord. The following requirements shall apply to all Tenant’s AlterationsWork: