Common use of Requirements Clause in Contracts

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying (a) Borrower represents and warrants that the Mortgaged Property complies with and conforms to, and Borrower, at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its Borrower's sole obligation cost and expense, and strictly shall continue to promptly comply with and conform to, or cause the following requirements: (a) Following approval by Landlord of AlterationsMortgaged Property to comply with and conform to, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements pertaining to the Premises so that Landlord may post notices of non-responsibility in Mortgaged Property, including any and all applicable federal, state or upon the Premises as provided by law; (b) The Alterations must local environmental laws and regulations, all zoning or building, use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all land use laws, ordinances, rules or regulations and regulation all covenants, restrictions and conditions now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of record which may be applicable to Borrower or to any of the other tenants in Mortgaged Property, or to the Complex; anduse, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of any of the Mortgaged Property (collectively, the "Legal Requirements"). (cb) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Without limiting the generality of the Premisesforegoing, Building Borrower covenants to operate the Mortgaged Property (whether or Complex not such property constitutes a "Facility" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") so that no cleanup or other obligation arises in connection with approving respect of CERCLA or other applicable Federal law or under any Alterations shall be paid solely by Tenant state, local or municipal law, statute, ordinance, rule or regulation designed to Landlord protect the environment, which would constitute a lien or charge on the Mortgaged Property prior to commencing that of Mortgagee. If any Alterationssuch claim be made or any obligation should nevertheless arise hereafter, Borrower agrees that it will, at its own expense, (a) promptly cure same and (b) will indemnify Mortgagee from any liability, responsibility or obligation in respect thereof or in respect of any cleanup or other liability as successor, secured party or otherwise (regardless of whether or not Mortgagee may deem to be "owner or operator" under CERCLA) for any reason including, but not limited to, the enforcement of Mortgagee's rights as a secured party under this Mortgage, or any obligation of law.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; Any Alteration to the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Premises shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition at Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation cost and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable Laws and codes (including the International Building Code and code work applicable to the Base Building Work), ordinancesand all requirements requested by Landlord, rules and regulation now including, without limitation, the requirements of any insurer providing coverage for the Premises or hereafter in effect the Project or any part thereof, and in accordance with plans and specifications approved in, writing by Landlord, and shall be constructed and installed by a manner contractor approved in writing by Landlord, which approval shall not be unreasonably withheld. In connection with any Alteration, Tenant shall deliver plans and specifications therefor to Landlord. As a further condition to giving consent, with respect to any project with an anticipated cost in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form acceptable to Landlord, in a principal amount not less than the estimated costs of such that they 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 other required approvals, permits or licenses must be furnished to Landlord, and, once the Alterations begin, Tenant will not interfere with the quiet enjoyment diligently and continuously pursue their completion. Landlord may monitor construction of the other tenants Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in the Complex; and (c) All costs reviewing plans and expenses incurred by documents and in monitoring construction, and shall pay a logistical coordination fee to Landlord in altering, repairing or replacing any portion an amount equal to five percent (5%) of the Premisestotal costs of any Alterations upon completion of the same (except that such fee shall not be applicable to the Tenant Improvements made by Tenant in order to prepare the Premises for initial occupancy by Tenant). Tenant shall maintain during the course of construction, Building or Complex 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 approving the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractors procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability policy of insurance, including bodily injury and property damage liability, naming Landlord, Tenant, any Alterations property manager designated by Landlord and Landlord’s lenders as additional insureds. The minimum limit of coverage of the aforesaid policy shall be paid solely in the amount of not less than Three Million Dollars ($3,000,000.00) each occurrence not less than Three Million Dollars ($3,000,000.00) in the aggregate. Such policy shall contain a severability of interest clause or a cross liability endorsement. Such policies of insurance shall be issued as primary policies and not contributing with or in excess of coverage that Landlord may carry, by Tenant an insurance company authorized to Landlord prior do business in the state in which the Premises are located for the issuance of such type of insurance coverage and rated A-:VIII or better in Best’s Key Rating Guide. Such requirements are in addition to commencing any AlterationsTenant’s insurance obligations set forth in Article 14 below.

Requirements. Landlord (A) All coverages in the Insurance Policies shall be primary and any coverage Purchaser may condition have in any of its consent own insurance policies shall not be considered contributory. (B) Supplier shall: (a) forthwith upon receipt of the Form and upon the renewal of any Insurance Policy, provide to Purchaser certificates of insurance for any Alterations upon Tenant complying at its expense with reasonable conditions all Insurance Policies showing Supplier and requirements, including preparation Purchaser as insured persons where required and showing required waivers of all construction plans, drawings subrogation and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval coverage set forth in Section 17.1 this Schedule A. Such coverage shall include all Supplier’s employees and their equipment and vehicles used at Purchaser’s premises in connection with this Purchase Order, if any. Either such certificates will show all Supplier Parties as insured persons or Supplier will obtain certificates for the same required insurance from its Supplier Parties (i) including all required hold harmless agreements and if Landlord does not so approvewaivers of subrogation), and provide same to Purchaser. The certificates will show that all insurers shall give Purchaser prior written notice of cancellation or material amendment of any Insurance Policy. Should Supplier fail to take out and maintain said Insurance Policies or provide said certificates of insurance as and when required by this Purchase Order, Supplier will indemnify and hold harmless Purchaser for any loss suffered or incurred by Purchaser resulting from any shortfall in writing, it insurance; and Purchaser shall be deemed that Tenant must remove entitled, at its discretion, to withhold any payments owing to Supplier until such time as Supplier provides the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end required certificates of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; insurance; (b) The Alterations must use materials promptly notify Purchaser of at least equal quality any proposed amendment or any pending or actual non-renewal any of the Insurance Policies which reduces the insurance coverage provided thereunder to Leasehold Improvements at the Commencement Dateless than what has been stipulated in this Schedule A, and must be performed shall not agree to any such amendment or non-renewal without first obtaining the approval in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment writing of the other tenants in the ComplexPurchaser; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion ensure that all conditions of the PremisesInsurance Policies are complied with at all times; (d) not do or omit to do anything which might impair the cover under the Insurance Policies or prejudice any claim thereunder and, Building or Complex as soon as practical, notify Purchaser of any occurrence at Purchaser’s premises of which it is aware that may give rise to a claim under any Insurance Policy and thereafter keep Purchaser informed of developments concerning the claim; (e) promptly notify Purchaser if the insurer gives notice of cancellation in connection with approving respect of any Alterations shall be paid solely by Tenant to Landlord prior to commencing Insurance Policy; and (f) immediately notify Purchaser of any Alterationsevent which may result in any of the Insurance Policies being cancelled.

Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord may condition its consent for and/or Landlord’s mortgagees and are authorized to do business in the state in which the Building is located and are rated not less than financial class X, and not less than policyholder rating A in the most recent version of Best’s Key Rating Guide (provided that, in any Alterations upon Tenant complying at its expense with reasonable conditions event, the same insurance company shall provide the coverages described in Sections 20.1(a) and requirements, including preparation of all construction plans, drawings and specifications for approval by 20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, at Landlord’s request, Landlord’s mortgagees, ground lessors (if any) and managers of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) not have a deductible amount exceeding a commercially reasonable level, which amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the use insurance afforded by such policy for the benefit of contractors Landlord and subcontractors approved Landlord’s mortgagees and ground lessors shall be primary, and any insurance carried by Landlord or Landlord’s mortgagees and ground lessors shall be excess and non-contributing; (f) contain an endorsement that the delivery insurer waives its right to subrogation as described in Section 22 below; (g) intentionally deleted; (h) contain a cross liability or severability of performance and payment bonds showing Landlord as a beneficiaryinterest endorsement; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, be in writing, it amounts sufficient at all times to satisfy any coinsurance requirements thereof. Each such policy shall also provide that any loss otherwise payable thereunder shall be deemed that payable notwithstanding (i) any act or omission of Landlord or Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the mortgage upon the happening of a default thereunder, or (yiv) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end any change in title or ownership of the Lease TermPremises. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expenseagrees to deliver to Landlord, and strictly comply with in no event later than the following requirements: earlier of (ai) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with Date or (ii) the date Tenant takes possession of all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion part of the Premises, Building certified copies of each such insurance policy (or Complex in connection certificates from the insurance company evidencing the existence of such insurance and Tenant’s compliance with approving the foregoing provisions of this Section 20). Tenant shall cause replacement policies or certificates to be delivered to Landlord not less than thirty (30) days prior to the expiration of any Alterations such policy or policies. If any such initial or replacement policies or certificates are not furnished within the time(s) specified herein, Tenant shall be paid solely deemed to be in material default under this Lease without the benefit of any additional notice or cure period provided in Section 23.1 below, and Landlord shall have the right, but not the obligation, to procure such policies and certificates at Tenant’s expense. Tenant agrees to use good faith efforts to notify Landlord in writing prior to any material change or cancellation of the insurance required to be carried by Tenant to Landlord prior to commencing any Alterationshereunder.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten five (5) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration the reasonably anticipated cost of which is in excess of $25,000, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Except as noted herein, Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, Tenant shall be limited to subleasing any part of the Premises to no more than four (4) subtenants at any one point in time. Tenant may enter into an “occupancy license” arrangement with respect to up to twenty percent (20%) of the floor area of the Premises to entities in a business relationship with Tenant (“Business Partners”) under a License Agreement, so long as the area of the Premises occupied by a Business Partner is not separately demised from the balance of the Premises, and so long as Tenant provides Landlord with a written notice identifying such Business Partner, including its legal notice address. Such a Business Partner shall be deemed to be an approved subtenant under the provisions of this Paragraph 18 upon Tenant obtaining Landlord’s written consent, which shall be executed by Tenant, Business Partner and Landlord. Notwithstanding anything to the contrary, in no event shall said Business Partners exceed a total of four (4) such parties at any point in time. Tenant shall not sublet the Premises without Landlord’s prior written consent, which consent shall not unreasonably be withheld. Tenant’s failure to obtain Landlord’s prior written consent before entering into any assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent to any assignment, transfer, or subletting, Landlord shall require: (i) the sublease be a triple net sublease and that the basic rent due under any such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases (however, in the event Tenant is unable to reasonably obtain a market sublease rent, Landlord will reasonably consider consenting to a below market sublease rent); (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsapproved sublease, including preparation fifty percent (50%) of all construction plansrents and/or additional consideration due Tenant from the assignees, drawings transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and specifications for approval by LandlordLease Paragraph 21 (“Bankruptcy and Default); the use of contractors and subcontractors approved by Landlord; the delivery of performance and provided, however, that before payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentsuch Excess Rent, Tenant may shall first be entitled to recover from such Excess Rent the amount of (x) ask the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant, and (y) only during the original Lease Term (i.e., fifteen (15) years, six (6) months and sixteen (16) days), Tenant’s direct out of pocket costs for the respective subtenant’s interior improvements to the sublet premises specifically made for said subtenant. Tenant shall, by twenty (20) days written notice, advise Landlord of its intent to provide assign or transfer Tenant’s interest in the approval set forth Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, Landlord shall advise Tenant as to whether it consents to the proposed assignment or transfer or whether it has elected to withhold its consent in Section 17.1 (i) and accordance with this Paragraph 18. During the Extended Lease Term, if any, Landlord does not so approvemay, in writingits sole discretion, it elect to terminate this Lease as to the portion of the Premises to be sublet as described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate; provided, however, that if the proposed assignment or transfer is equal to or greater than fifty percent (50%) of the total square footage of the Leased Premises, and (x) if the sublease term dates as specified in Tenant’s notice is during the initial Term of this Lease, then Landlord shall be deemed that Tenant must remove not have the Alteration unless Landlord later exercises its right under Section 17.1 (ii) option to terminate this Lease or (y) condition if the sublease term dates as specified in Tenant’s willingness notice is during any extended Term of this Lease, then Landlord shall have the right, at its sole option, to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termterminate this Lease. Tenant shall obtain provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If this Lease shall terminate pursuant to the foregoing with respect to less than all necessary permits for any Alterations the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its sole obligation cost and expense, and strictly comply with shall separately demise the following requirements: (a) Following approval by Landlord remaining portion of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in leased to Tenant. In the event Tenant is allowed to assign, transfer or upon sublet the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now whole or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion part of the Premises, Building with the prior written consent of Landlord, no assignee, transferee or Complex subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall be paid solely by require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior to commencing any Alterationsunder the Lease.

Requirements. Landlord may condition its consent All insurance provided for any Alterations upon Tenant complying at its expense with reasonable conditions in this Master Lease ------------ shall (I) be maintained under valid and requirementsenforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of the Premises is located and having general policyholders and financial ratings of not less than "A" and "XII", including preparation of all construction plansrespectively, drawings and specifications for approval by Landlord; in the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing then current Best's Insurance Report, (II) name Landlord as a beneficiary; and an additional insured and, for the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth casualty policy referenced in Section 17.1 6.1, as the owner and loss ----------- payable beneficiary, (iIII) and if Landlord does not so approvebe on an "occurrence" basis, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (iiIV) or (y) condition cover all of Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration 's operations at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in applicable Facility or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building (V) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord and (VI) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant's insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or Complex either of them, may have by reason of any provision in connection with approving any Alterations policy issued to them, provided such waiver does not thereby invalidate such policy. Satisfactory insurer certificates evidencing the existence of the insurance required by this Master Lease and showing the interest of Landlord shall be paid solely provided to it prior to the commencement of the Term or, for a renewal policy, prior to the expiration date of the policy being renewed. If required by Landlord's lender in writing, Tenant shall provide Landlord with a complete copy of the related policy within twenty (20) days of Landlord's written request therefor. If requested by Landlord, Tenant shall permit representatives of Landlord, upon not less than seventy-two (72) hours notice, to review a complete copy of the applicable insurance policy at the principal business office of Tenant. Provided that Landlord agrees to maintain the confidentiality of the terms thereof, Landlord shall be entitled to copy such portions of the applicable insurance policy as may be reasonably necessary to Landlord prior as the fee owner of the Premises. Tenant shall maintain the following insurance and any claims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: FIRE AND EXTENDED COVERAGE with respect to commencing each Facility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any Alterationsother risks normally covered under an extended coverage endorsement, in amounts that are not less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); COMMERCIAL GENERAL PUBLIC LIABILITY COVERAGE with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; PROFESSIONAL LIABILITY COVERAGE with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; WORKER'S COMPENSATION COVERAGE with respect to each Facility for injuries sustained by Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; BOILER AND PRESSURE VESSEL COVERAGE with respect to each Facility on any fixtures or equipment which are capable of bursting or exploding, in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; BUSINESS INTERRUPTION AND EXTRA EXPENSE COVERAGE with respect to each Facility for loss of rental value for a period not less than one (1) year; and DEDUCTIBLES/SELF-INSURED RETENTIONS for the above policies shall not be greater than Fifty Thousand Dollars ($50,000), and Landlord shall have the right at any time to require a lower such amount or set higher policy limits, to the extent commercially available and reasonable and customary for similar properties.

Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are authorized to do business in the state in which the Building is located and rated not less than financial class VII, and not less than policyholder rating A- in the most recent version of Best’s Key Rating Guide; (b) name Tenant as named insured thereunder and, with respect to liability insurance only, shall name Landlord and, at Landlord’s request, such other persons or entities of which Tenant has been informed in writing, as additional insureds there under, all as their respective interests may condition appear; (c) specifically provide that the insurance afforded by such policy for the benefit of Landlord and any other additional insureds shall be primary, and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; with respect to the coverage required under Section 20.1(a), contain an endorsement or other provision that the insurer waives its consent for right to subrogation as described in Section 22 below or that Tenant’s waiver in Section 22.1 below does not invalidate such coverage; (d) to the extent commercially available without a material increase in costs, require the insurer to notify Landlord (and any Alterations upon other additional Insureds) in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancelation or other termination thereof ((provided, that, Tenant complying at its expense with reasonable conditions and requirementsshall not be required to change or reject any insurance provide due to such insurer’s refusal to agree to the foregoing, including preparation of all construction plansinstead, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery if such provision is not commercially obtainable from Tenant’s insurer, then Tenant covenants to send written notice to Landlord of duplicate originals any such event within the aforesaid prescribed time frame); (e) contain a cross liability or severability of interest endorsement; and (f) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. To the extent reasonably obtainable, each such policy shall also provide that any loss otherwise payable there under shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision, result in a forfeiture of all marked construction drawingsor a part of such insurance payment, (ii) the occupation or use of the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the mortgage upon the happening of a default thereunder, or (iv) any change in title or ownership of the Premises. In requesting Tenant agrees to deliver to Landlord’s consent, as soon as practicable after the placing of the required insurance, but in no event later than the date Tenant may (x) ask Landlord is required to provide the approval obtain such insurance as set forth in Section 17.1 (i) 20.1 above, certificates from the insurance company evidencing the existence of such insurance and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do compliance with the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end foregoing provisions of the Lease Termthis Section 20. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in cause replacement policies or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality certificates to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant delivered to Landlord prior to commencing the expiration of any Alterationssuch policy or policies. If any such initial or replacement policies or certificates are not furnished within the time(s) specified herein, Landlord shall have the right, but not the obligation, to procure such policies and certificates at Tenant’s expense.

Requirements. Landlord may Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), ▇▇▇▇▇ Distributing, Inc. (“▇▇▇▇▇”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and ▇▇▇▇▇, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its consent for obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, ▇▇▇▇▇ and DGA in any Alterations upon form which does not materially vary from the representations made in the form of Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 17.1 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness the date of delivery to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end Purchaser of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval Estoppel Certificate executed by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsDGA.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense commercially with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law;; and (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration requiring Landlord's consent, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as "Plans"), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ ' prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) For alterations which require Landlord's consent, Tenant must obtain the prior written approval from Landlord for Tenant's contractors before the commencement of any work. Tenant's contractor for any work shall maintain commercial general liability and workers' compensation insurance in amounts required under this Lease; (g) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (ci) All Except for a Minor Alteration, Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord's engineers and expenses other consultants for review of all plans, specifications and working drawings for the alteration, within ten (10) business days after Tenant's receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any alteration, a construction administrative fee equal to five percent ( 5%) of the total cost of the alteration and the actual, reasonable costs incurred by Landlord in altering, repairing or replacing for any portion services rendered by Landlord's management personnel and engineers to coordinate and/or supervise any of the Premises, Building alteration to the extent such services are provided in excess of or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsafter the normal on-site hours of such engineers and management personnel.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying Digene shall own and hold and shall have all right, title and interest in and to all registrations with respect to Product and CMV that have been or will be filed in the name of Digene. Digene, at its expense with reasonable conditions sole expense, except as otherwise provided in this Section 5.1(c)(i) and requirementsas provided in Section 19.6(b), shall be responsible for completing and maintaining all documentation, including preparation of technical (e.g., the international products master file) and all construction plans, drawings legal documentation required for regulatory approvals for marketing Products and specifications for approval by Landlord; CMV in the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; Territory and the delivery CMV Territory, as the case may be. The Parties shall Work With each other to Landlord complete such registrations. To the extent a Designated Country requires regulatory documentation necessary to market Products and CMV to be filed in the name of duplicate originals a local Affiliate, Abbo▇▇ ▇▇▇ll promptly notify Digene in writing of all marked construction drawings. In requesting Landlord’s consentAbbo▇▇'▇ ▇▇▇ent to seek such registrations and, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord Digene does not so approvehave or does not seek to create such a local Affiliate, in writingthen THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Abbo▇▇, it ▇▇ Abbo▇▇'▇ ▇▇▇e expense, shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain responsible for completing and maintaining all necessary permits for any Alterations as its sole obligation and expensedocumentations, including technical, and strictly comply all legal documentation required for regulatory approvals for marketing Products and CMV in such Designated Country. Further, Abbo▇▇ ▇▇▇ll own and hold and shall have all right, title and interest in and to all registrations with respect to Products and CMV that Abbo▇▇ ▇▇▇d for pursuant to the following requirements: (a) Following approval by Landlord of Alterationsimmediately preceding sentence; provided, Tenant however, that Abbo▇▇ shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility not own or have any proprietary interest in or upon to any Confidential Information disclosed by Digene hereunder with respect to such registrations, unless otherwise agreed in writing by the Premises as provided by law; (b) Parties. The Alterations must use materials of at least equal quality Parties shall Work With each other to Leasehold Improvements at the Commencement Date, prepare and must be performed submit all such regulatory filings in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsDesignated Country.

Requirements. Tenant understands that, in order for Landlord may condition its consent to qualify as a real estate investment trust (a "REIT") under the Internal Revenue Code (the "Code"), the following requirements (the "REIT Requirements") must be satisfied: 20.1 The average of the adjusted tax bases of the personal property that is leased to Tenant with respect to the Premises at the beginning and end of a calendar year cannot exceed fifteen percent (15%) of the average of the aggregate adjusted tax bases of the real and personal property comprising such Premises that is leased to Tenant under such lease at the beginning and end of such calendar year (the "Personal Property Limitation"). If Landlord reasonably anticipates that the Personal Property Limitation will be exceeded with respect to the Premises for any Alterations upon Lease Year, Landlord shall notify Tenant, and Landlord and Tenant complying at its expense with reasonable conditions and requirementsshall negotiate in good faith the purchase by Tenant of items of personal property anticipated by Landlord to be in excess of the Personal Property Limitation. Provided, including preparation of all construction planshowever, drawings and specifications for approval that Tenant's responsibility to purchase such personal property will be offset by Landlord in some mutually agreeable manner. 20.2 Tenant cannot sublet the property that is leased to it by Landlord; , or enter into any similar arrangement, on any basis such that the use of contractors and subcontractors approved rental or other amounts paid by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approvesublessee thereunder would be based, in writingwhole or in part, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: either (a) Following approval the net income or profits derived by Landlord the business activities of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in sublessee or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner any other formula such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be rent paid solely by Tenant to Landlord prior would fail to commencing qualify as "rent from real property" within the meaning of Section 856(d) of the Code. 20.3 Anything to the contrary in this Agreement notwithstanding, Tenant shall not sublease the property leased to it by Landlord to, or enter into any Alterationssimilar arrangement with, any person in which Landlord owns, directly or indirectly, a ten percent (10%) or more interest, with the meaning of Section 856(d)(2)(B) of the Code, and any such action shall be deemed void ab initio. 20.4 Anything to the contrary in this Agreement notwithstanding, neither party shall take, or permit to take, any action that would cause Landlord to own, directly or indirectly, a ten percent (10%) or greater interest in the Tenant within the meaning of Section 856(d)(2)(B) of the Code, and any similar or successor provision thereto, and any such action shall be deemed void ab initio.

Requirements. Landlord may condition its consent for If Tenant desires at any Alterations upon Tenant complying at its expense with reasonable conditions time to Transfer this Lease, the Premises or any portion thereof, and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting such Transfer requires Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterationsprior consent hereunder, Tenant shall give Landlord written notice of such desire, which notice shall contain: (1) the name and address of the proposed Transferee and its form of organization, (2) the nature of the proposed business, (3) the material terms and conditions of the proposed Transfer (including, without limitation, the financial terms of such proposed assignment or sublease), (4) financial statements for the three (3) most recently completed fiscal years of the proposed Transferee and such other financial information as Landlord shall reasonably request (or if the proposed assignee or sublessee has not been extant for at least ten days’ prior Notice of commencement of work three (3) years, such financial statements as are available), (5) an executed estoppel certificate from Tenant in the Premises so that manner provided for in Section 21 below, and (6) such other information, financial or otherwise, as Landlord may post notices request concerning the proposed Transferee. At any time within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of non-responsibility the information specified in subsection (a) above, Landlord may by written notice to Tenant elect to either (i) accept the Transfer of the Premises or the portion thereof as shall be specified in said notice upon the Premises same terms as provided by law; those offered to the proposed Transferee, as the case may be; or (bii) The Alterations must use materials reject the proposed Transfer, and Tenant shall remain in possession under the terms of at least equal quality this Lease. If Landlord does not accept or reject the Transfer set forth in this Section 17.3 within said thirty (30) day period, then the proposed Transfer shall be deemed disapproved. Landlord shall have the absolute right, in its sole discretion, to Leasehold Improvements refuse consent to any such Transfer if, at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now time of either ▇▇▇▇▇▇’s notice of the proposed Transfer or hereafter in effect and in the proposed commencement date thereof there shall exist any uncured default of Tenant or matter which will become a manner such that they will not interfere default of Tenant with the quiet enjoyment passage of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationstime unless cured.

Requirements. Prior to starting work on any Alteration other than minor cosmetic work such as painting, wallpapering, or installation of carpet, Tenant shall furnish Landlord may condition with plans and specifications; names of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord. Landlord agrees to respond to any request by Tenant for approval of Alterations which approval is required hereunder within fifteen (15) Business Days after delivery of Tenant’s written request; Landlord’s response shall be in writing and, if Landlord withholds its consent for to any Alterations upon described in any such Plans, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval (including the Design Problem, if any, which is the basis for such disapproval), and the changes to Tenant’s plans which would be required in order to obtain Landlord’s approval. If Landlord fails to timely notify Tenant complying at its expense of Landlord’s approval or disapproval, Tenant shall have the right to provide Landlord with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 9(c)(ii) OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE WORK DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (5) Business Days after receipt by Landlord; , the use of contractors and subcontractors Alterations in question shall be deemed approved by Landlord; , and Tenant may, subject to the delivery other provisions of performance and payment bonds showing this Article 9, perform such Alterations. If Landlord as a beneficiary; and the delivery timely delivers to Landlord Tenant notice of duplicate originals of all marked construction drawings. In requesting Landlord’s consentdisapproval of any plans, Tenant may revise Tenant’s plans to incorporate the changes suggested by Landlord in Landlord’s notice of disapproval, and resubmit such plans to Landlord; in such event, the scope of Landlord’s review of such plans shall be limited to Tenant’s correction of the items in which Landlord had previously objected in writing. Landlord’s review and approval (xor deemed approval) ask Landlord to provide of such revised plans shall be governed by the approval provisions set forth above in this Section 17.1 (i) and if 9(c)(ii). The procedure set out above for approval of Tenant’s plans will also apply to any material change, addition or amendment to Tenant’s plans, which must also be submitted to Landlord does not so approve, in writing, it for its approval. Alterations shall be deemed constructed in a good and workmanlike manner using materials of a quality that Tenant must remove is at least equal to the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval quality designated by Landlord of Alterationsas the minimum standard for the Building. Landlord may designate reasonable rules, Tenant shall give Landlord at least ten days’ prior Notice of commencement regulations and procedures for the performance of work in the Premises so that Building and the Project and, to the extent reasonably necessary to avoid disruption to the occupants of the Building and the Project, shall have the right to designate the time when Alterations may be performed. Landlord may post notices hire outside consultants to review such documents and information if Landlord reasonably believes such consultants’ review to be necessary and Tenant shall reimburse Landlord for the actual cost thereof (without any ▇▇▇▇-up for administrative costs) within 30 days after receipt of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred an invoice for sums paid by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsfor same.

Requirements. Landlord may (a) Tenant shall obtain Landlord’s prior written consent to any Tenant’s Changes that are not Cosmetic Changes, which consent with respect to Tenant’s Changes which are not Structural or Exterior Changes shall not be unreasonably withheld, conditioned or delayed. As a condition its to obtaining Landlord’s consent for to any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Tenant’s Change that requires Landlord’s consent, Tenant may shall deliver to Landlord detailed drawings, plans and specifications for the proposed Tenant’s Changes together with other information reasonably requested by Landlord in connection therewith. (xb) ask Landlord All Tenant’s Changes shall be performed pursuant to provide the approval set forth in Section 17.1 following terms and conditions: (i) and if Landlord does not so approveTenant, in writingat its expense, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits and approvals required under applicable Laws for Tenant’s Changes (both as a condition to performance and in connection with final sign offs and inspections) (collectively, the “Approvals”) prior to commencement of any Alterations Tenant’s Changes and upon completion of any Tenant’s Changes, as applicable. Landlord may obtain all necessary Approvals (and complete at Tenant’s expense any work required in order to obtain them) at Tenant’s expense upon Tenant’s failure to obtain the same; (ii) Tenant shall perform Tenant’s Changes strictly in accordance with full plans and specifications previously approved by Landlord pursuant hereto (to the extent a permit, license or other certificate is required under applicable Laws for the performance of such Tenant’s Changes) in a good and workmanlike manner in compliance with all applicable Laws and the reasonable rules adopted by Landlord for construction in the Building from time to time; (iii) Tenant shall perform Tenant’s Changes using licensed and reputable contractors approved by Landlord in advance (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord); (iv) Prior to the commencement of any Tenant’s Changes, Tenant shall, at its sole obligation cost, carry and expensedeliver evidence to Landlord of additional insurance required under Article 14 and all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof, including, without limitation, notices of non-responsibility, performance bonds, and strictly comply funded construction escrows; (v) Tenant shall obtain lien waivers from all contractors, laborers and materialmen and shall discharge or bond, in accordance with the following requirements:provisions of Section 12.04, any liens filed against the Premises, the Building or the Property; (avi) Following In no event shall any Tenant’s Changes result in the reduction of any environmental rating for the Building or the Property which may now or hereafter be made, such as made pursuant to LEED, Green Globes or Energy Star; (vii) Tenant shall pay to Landlord, within ten (10) business days of request therefor, the reasonable out-of-pocket costs incurred by Landlord in connection with any of Tenant’s Changes including costs of Landlord’s review of Tenant’s drawings and specifications for Tenant’s Changes. No review or approval by Landlord of AlterationsTenant’s plans and specifications shall constitute any representation or warranty by Landlord as to the adequacy, Tenant shall give Landlord at least ten days’ prior Notice correctness, efficiency, compliance with Laws or any other aspect of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by lawsuch drawings and specifications; (bviii) The Alterations must use materials of at least equal quality Tenant shall hold harmless, indemnify and defend Landlord from and against any and all Liabilities arising from or relating to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the ComplexTenant’s Changes; and (cix) All costs and expenses incurred by Landlord in altering, repairing or replacing If Tenant shall need to make any portion of roof penetrations whatsoever to the Premises, Building or Complex in connection with approving any Alterations Tenant’s Changes, and if Landlord shall be paid solely by approve same, Tenant shall utilize Landlord’s roofing contractor at Tenant’s expense in order to Landlord prior to commencing any Alterationspreserve Landlord’s roof warranty.

Requirements. (a) Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications shall respond to Tenant's requests for approval for alterations from time to time within a reasonable period of time (taking into consideration, among other factors, the complexity and scale of the proposed alterations) and, if Landlord withholds consent to any proposed alterations, Landlord shall provide a written response to Tenant setting forth the reasons therefor. Notwithstanding anything contained to the contrary herein, Tenant shall, without Landlord's consent, have the right to make improvements or minor decorations within the Premises, employing contractors selected by Tenant, provided such improvements or decorations are in keeping with the standards of Tenant's existing Premises and do not affect the structure of the Building or any Building systems for which Landlord has maintenance responsibility. In the event Tenant proposes to make any alteration requiring Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery 's consent hereunder, Tenant shall, prior to commencing such alteration, submit to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s for prior written consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 : (i) detailed plans and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts reasonably required by Landlord (including, without limitation, workers' compensation insurance and additional personal injury and property damage insurance over and above the insurance required to be carried by Tenant pursuant to Subsection 13.1 hereof) naming Landlord, its managing agent, and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. (b) Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or (y) warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Landlord may, as a condition Tenant’s willingness of its approval, require Tenant to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration any non-standard office fixtures or equipment at the end expiration of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as repair, at its sole obligation cost and expense, any damage caused by the removal of such non-standard office fixtures or equipment. The provisions of subsection (e) below shall apply to all non-standard office fixtures and strictly comply equipment. (c) Tenant shall pay the entire cost of the alteration. (d) Each alteration shall be performed in a good and workmanlike manner, in accordance with the following requirements: (a) Following approval plans and specifications approved by Landlord, and shall meet or exceed the standards for construction and quality of materials established by Landlord of Alterationsfor the Building. In addition, Tenant each alteration shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules applicable Legal Requirements and regulation now or hereafter in effect shall be performed at such times and in such manner as Landlord may from time to time reasonably direct. Each alteration shall be compatible with Building systems. (e) Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant. If Tenant installs any alteration without Landlord's consent, or if a manner permitted condition of such that they will not interfere with the quiet enjoyment consent was removal, Landlord may, without waiving any other rights or remedies hereunder against Tenant for such breach of the other tenants in lease, also designate the Complex; andremoval of such alterations at Tenant's expense. (cf) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Upon completion of the Premiseswork, Building or Complex in connection with approving any Alterations other than decorations, Tenant shall be paid solely by Tenant deliver to Landlord prior to commencing any Alterationstwo complete sets of construction documents and plans (one set being printed on Mylar) and all certificates indicating final approval thereof from all governmental and insurance authorities having or asserting jurisdiction from which approvals may be required.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsAny alterations, including preparation of all construction plans, drawings and specifications for approval additions or installations performed by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may Lessee (xhereinafter collectively "alterations") ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Lessee; (b) Prior to commencement of any work of alteration, Lessee shall submit detailed plans and specifications, including working drawings, (hereinafter referred to as "Plans") of the proposed alterations, which shall be subject to the consent of Lessor in accordance with the terms of Section 15.1 above; (c) Following approval of the Plans by Landlord of AlterationsLessor, Tenant Lessee shall give Landlord Lessor at least ten days’ (10) days prior Notice written notice of commencement of work in the Leased Premises so that Landlord Lessor may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alterations shall be commenced without Lessee having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with the Plans previously approved by Lessor and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations is to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (f) Lessee must obtain the prior written approval from Lessor for Lessee's contractor prior to commencement of the work. Lessee's contractor shall maintain all of the insurance reasonably required by Lessor, including comprehensive general liability, workers' compensation, builder's risk insurance and course of construction insurance; (g) As a condition of approval of the alterations, Lessor may require performance and labor and materialmen's payment bonds issued by a surety approved by Lessor, in a sum equal to the cost of the alterations guarantying the completion of the alterations free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Lessor as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alterations must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants Lessees in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent All insurance provided for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 this Master Lease shall (i) be maintained under valid and if Landlord does enforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of the Premises is located and having general policyholders and financial ratings of not so approveless than "A-" and "X", respectively, in writingthe then current Best's Insurance Report, it shall and a claims paying ability rating from S&P of at least AA and the equivalent rating of at least one other rating agency, unless in either case Landlord agrees in the exercise of its reasonable judgment that the required insurance would not be deemed that available to Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 on commercially reasonable terms from insurers with such ratings, (ii) or name Landlord as an additional insured and, for the casualty policy referenced in this Section 6.1, as the owner and loss payable beneficiary, (yiii) condition be on an "occurrence" basis, or, to the extent such insurance is not available at commercially reasonable rates in Landlord's reasonable judgment, on a "claims-made" basis, (iv) cover all of Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration 's operations at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in applicable Facility or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building (v) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord, unless Landlord shall agree, in its reasonable judgment, that insurance is not available to Tenant on such terms at commercially reasonable rates, and (vi) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant's insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or Complex either of them, may have by reason of any provision in connection with approving any Alterations policy issued to them, provided such waiver does not thereby invalidate such policy. Original policies or satisfactory insurer certificates evidencing the existence of the insurance required by this Master Lease and showing the interest of Landlord shall be paid solely by Tenant provided to Landlord it prior to commencing the commencement of the Term or, for a renewal policy, not less than ten (10) days prior to the expiration date of the policy being renewed. If Landlord is provided with a certificate, it may demand that Tenant provide a complete copy of the related policy within ten (10) days. Landlord shall review each such policy or certificate and, within a reasonable time following its receipt thereof, notify Tenant in writing whether the insurance evidenced by such policy or certificate complies with the requirements of this Master Lease. During the Term, Tenant shall maintain the following insurance and any Alterations.claims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: FIRE AND EXTENDED COVERAGE with respect to each Facility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, 9393.9 (NHP Portfolio Lease) windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any other risks normally covered under an extended coverage endorsement, in amounts that are not less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); COMMERCIAL GENERAL PUBLIC LIABILITY COVERAGE with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; PROFESSIONAL LIABILITY COVERAGE with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; WORKER'S COMPENSATION COVERAGE with respect to each Facility for injuries sustained by Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; BOILER AND PRESSURE VESSEL COVERAGE with respect to each Facility on any fixtures or equipment which are capable of bursting or exploding, in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; BUSINESS INTERRUPTION AND EXTRA EXPENSE COVERAGE with respect to each Facility for loss of rental value for a period not less than one (1) year, provided that, so long as Tenant continues to pay all Rent and other amounts due hereunder and no other Event of Default exists, Tenant shall be entitled to receive all proceeds of such business interruption insurance; and DEDUCTIBLES/SELF-INSURED RETENTIONS for the above policies shall not be greater than Fifty Thousand Dollars ($50,000), and Landlord shall have the right at any time to require a lower such amount or set higher policy limits, to the extent commercially available and reasonable and customary for similar properties. At such times and only so long as policies of insurance with deductibles or self-insured retentions not greater than Fifty Thousand Dollars ($50,000) are generally not available to operators of assisted living facilities owned by institutional landlords and similar to the Facilities at commercially reasonable rates, as jointly determined by Landlord and Tenant in their respective reasonable judgment, the deductibles or self-insured retentions on the policies of insurance required hereunder may be in such greater amount, as jointly determined by Landlord and Tenant in their respective reasonable judgment, that would result in the applicable policies being available at commercially reasonable rates, not to exceed Two Hundred Fifty Thousand Dollars ($250,000). 9393.9 (NHP Portfolio Lease)

Requirements. Tenant agrees to provide Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation notice of all construction plansalterations, drawings and specifications for approval by additions or improvements Tenant intends to make to the Premises whether or not they require Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord 's prior consent as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termprovided above. Tenant shall cause Tenant's contractor to obtain on behalf of Tenant and at Tenant's sole cost and expense all necessary governmental permits and certificates for the commencement and prosecution of any Alterations alteration, addition or improvement and for final approval thereof upon completion. All such work shall be done at such times and in such manner as its sole obligation Landlord may from time to time designate. Tenant covenants and expenseagrees that all work done by Tenant shall be performed in full compliance with the Condominium Documents, the CC&R, in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and strictly comply boards having jurisdiction, and in full compliance with the following requirements: (a) Following approval by Landlord rules, regulations and requirements of Alterationsany insurance rating bureau having jurisdiction of the Premises or the Building. Before commencing any work, Tenant shall give Landlord at least ten days’ prior Notice (10) days notice of the proposed commencement of such work in the Premises so that order to provide Landlord may with an opportunity to post notices of non-responsibility nonresponsibility. Tenant further covenants and agrees that any mechanic's lien recorded against the Premises or the Building for work claimed to have been done for, or materials claimed to 34 have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, as provided in Article 16 hereof. All alterations, additions or improvements upon the Premises as provided made by law; (b) The Alterations must use materials either party, including all wallcovering, built-in cabinetry, paneling and the like, shall, at Landlord's option, upon the expiration or earlier termination of at least equal quality to Leasehold Improvements at this Lease become the Commencement Dateproperty of Landlord, and must shall, at such time, remain upon, and be performed in compliance surrendered by Tenant with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsas a part thereof.

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively and “alteration”) without the prior written consent of Landlord. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (I) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insiders; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to pay Landlord’s standard charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the alteration. Neither approval of the plans and specifications for approval on or supervision of the alteration by Landlord shall constitute a representation of warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the alteration, security for the payment and subcontractors completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinances, rules regulations and regulation now or hereafter in effect requirements. Each alteration shall be performed by union contractors if required by Landlord and in a manner harmony with Landlord’s employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord may have the right to require Tenant to remove such that they will not interfere alteration at Tenant’s sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Section 15 of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.

Requirements. Tenant shall not make any addition, alteration, improvement to the Premises (or remove same from the Premises) without the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed), including, without limitation, any tenant improvement work which Tenant desires to make for Tenant’s initial occupancy of the Premises, or any alteration to the Premises which Tenant desires to make after Tenant’s initial occupancy of the Premises. Any tenant improvement, alteration, replacement or removal work which Tenant desires to perform in or for the Premises is hereinafter called “Tenant’s Work”. In the event Tenant proposes to perform any Tenant’s Work, Tenant shall, prior to commencing such Tenant’s Work, submit to Landlord for prior written approval: (i) initial detailed plans and specifications (and Tenant shall thereafter submit to Landlord for approval, any and all proposed changes to such plans and specifications or Tenant’s Work); (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) a detailed cost estimate, certified by the architect who prepared the plans and specifications; (iv) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (v) certificates of insurance in form and amounts reasonably required by Landlord, naming the Landlord Parties as additional insureds; and (vi) all other documents and information as Landlord may condition its reasonably request in connection with such Tenant’s Work. Notwithstanding the foregoing to the contrary, Landlord’s consent and the foregoing submittals shall not be required for any Alterations upon Tenant’s Work (“Cosmetic Work”) that: (i) is of a cosmetic nature such as painting, wallpapering, and installing carpeting; (ii) will not affect the electrical, mechanical (HVAC), plumbing, life safety or other systems or structure of the Building; and (iii) does not require work to be performed inside the walls or above the ceiling of the Premises; provided, however, that the performance of Cosmetic Work shall remain subject to all of the other provisions of this Section 10. If requested by Landlord (but only if the cost of Tenant’s Work will exceed $25,000), Tenant complying at its expense shall deposit with reasonable conditions Landlord prior to the commencement of any Tenant’s Work, security for the payment and requirementscompletion of such Tenant’s Work in form and amount required by Landlord. Tenant shall pay to Landlord within thirty (30) days after billing, including preparation an amount equal to the sums paid by Landlord for third party examination of all construction plans, drawings Tenant’s plans and specifications for any Tenant’s Work (excluding Cosmetic Work). Landlord’s approval of any Tenant’s Work shall not constitute a representation by Landlord; Landlord that such Tenant’s Work complies with applicable Laws or will be adequate for Tenant’s use. All Tenant’s Work shall be performed in a good and workmanlike manner, in accordance with the use of contractors plans and subcontractors specifications approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; aforesaid, and shall meet or exceed the delivery to standards for construction and quality of materials established by Landlord of duplicate originals of all marked construction drawingsfor the Building. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition All Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant Work shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules applicable Laws and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsinsurance requirements.

Requirements. Landlord may condition its consent for Notwithstanding the above, the Lending Entities shall not be obliged to meet any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsDrawdown Request if (i) it has not been completed pursuant to the procedure established in Stipulation 6.1; (iii) no Termination Events have occurred that have not been remedied or consented to by the Lending Entities or which have occurred as a result of delivering the funds; or (iv) the Borrower’s declarations contained in Stipulation 21 that, including preparation according to the terms of all construction planssubsection 21.2, drawings and specifications for approval by Landlord; had to be valid on the use date of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord the funds, were not accurate with regard to all their material aspects or ceased to be exact as a beneficiaryresult of this delivery; and (iv) failure to pay commissions included in the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide Commission Letter signed on the approval Novation Signing Date // in accordance with the provisions set forth in Section 17.1 Clause 17.4 below, and costs and expenses incurred from preparing and negotiating the Novation Agreement, excluding expenses incurred from legal assessors of Lending Entities, at the same time as the first Drawdown of the Loan was delivered (ior related to it) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 Sub-Tranche B1; (iiv) a Substantial DTN Adverse Effect has occurred; or (yvi) condition Tenant’s willingness failure to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation receive documents and expense, and strictly comply with conditions indicated below in the following requirements:satisfactory form and content required by the Agent. (a) Following approval by Landlord Corporate documentation of Alterations, Tenant shall give Landlord at least ten days’ prior Notice the Borrower and the Guarantors: (i) copies of commencement proxies of work people who sign the Novation Agreement and the Guarantor’s Deeds of Accession mentioned in the Premises so that Landlord may post notices of previous Sub-Tranche and duly made public (and, where appropriate, registered at the corresponding Commercial Registry Office) with regard to Spanish companies, or granted before a foreign notary and legalised with regard to non-responsibility Spanish companies (except in or upon the Premises as provided by lawcase of Telvent Export whose powers must be supplied within a term of three working days following the Novation Signing Date); (bii) The Alterations must use materials copies of at least equal quality updated statutes of both the Borrower and Spanish Guarantors certified by their corresponding directors or secretaries or, where appropriate, a copy of the Articles of Incorporation deed and all those that contain any subsequent changes to Leasehold Improvements at such statutes (certified by their corresponding directors or secretaries); and, with regard to foreign Guarantors, equivalent documentation pursuant to the Commencement DateSpanish law, which is applicable to them (except in the case of documents of Telvent Farradyne, Telvent USA, Telvent Traffic and Telvent Canada, which must be performed delivered within the term set forth in compliance section 22.2.29 below); (iii) with all lawsregard to Spanish Guarantors with Limited Companies, ordinanceswhose director or direct partner is the Borrower, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment copy of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion agreements of the PremisesGeneral Partners’ Meeting approving the granting of the Novation Agreement or, Building where appropriate, copies of certificates issued by their corresponding directors or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationssecretaries which confirm that the Borrower is neither director nor direct partner of such Guarantors.

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Building (collectively an "ALTERATION") without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Review and approval of the Work (as defined in the Workletter) shall be subject to the terms and conditions of the Workletter, rather than the terms and conditions of the this Section 9. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord, its managing agent and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to pay Landlord's reasonable charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the alteration. Neither approval of the plans and specifications for approval nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the alteration, security for the payment and subcontractors completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinances, rules regulations and regulation now requirements. Each alteration shall be performed by Landlord or hereafter in effect under Landlord's supervision and in a manner harmony with Landlord's employees and contractors. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Building (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Building at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred Section 15 of this Lease, which required removal shall be specified by Landlord in alteringwhen Landlord consents to Tenant's requested alterations, repairing except, however, Landlord may require removal of any electronic, phone, data or replacing other telecommunications conduit and cabling and related equipment installed by or on behalf of Tenant by notice to Tenant given at any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord time prior to commencing any Alterationsthe expiration or earlier termination of this Lease.

Requirements. Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") costing more than $5,000 to complete without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to pay Landlord's standard charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction planssuch items and supervision of the alteration, drawings which charge as of the date of this Agreement is five (5%) percent of the cost of the alteration. Neither approval of the plans and specifications for approval nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if reasonably requested by Landlord; , shall deposit with Landlord prior to the use commencement of contractors the alteration, security for the payment and subcontractors completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinances, rules regulations and regulation now or hereafter in effect requirements. Each alteration shall be performed by union contractors if reasonably required by Landlord and in a manner harmony with Landlord's employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of Section 15 of this Lease. Notwithstanding the foregoing, in the event of any permitted alteration costing Tenant more than $100,000 to fully complete, Landlord shall notify Tenant prior to Tenant's commencing such alteration work whether Landlord shall require removal of such alteration by Tenant at the end of the other tenants in the Complex; and (c) All costs Term, and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations Tenant shall be paid solely by Tenant entitled to Landlord prior to commencing any Alterationsrely on such notice.

Requirements. Landlord may condition its consent for any Alterations upon All construction and installation of the Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Improvements shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten (10) days’ ' prior Notice written notice of commencement of work in the Premises construction of the Tenant Improvements so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials All Tenant Improvements shall be constructed in a skillful and workmanlike manner, consistent with the best practices and standards of at least equal quality to Leasehold Improvements at the Commencement Dateconstruction industry, and pursued with diligence in accordance with the Approved Construction Plans and in full accord with all applicable laws, regulations and ordinances, including without limitation, the ADA. All material, equipment, and articles incorporated in the Tenant Improvements are to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (c) The Contractor shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers' compensation insurance in the amounts specified in Article 9 of the Lease, and builder's risk and course of construction insurance in an amount not less than the total Tenant Improvement Costs. Tenant shall provide Landlord with certificates of insurance evidencing such insurance coverage by Contractor prior to commencing the construction of the Tenant Improvements. (d) Landlord may require performance and labor and materialmen's payment bonds issued by a surety approved by Landlord, in a sum equal to the Tenant Improvement Costs, guarantying the completion of the Tenant Improvements free and clear of all liens and other charges in accordance with the Approved Construction Plans. Such bonds shall name Landlord as beneficiary; (e) Construction of the Tenant Improvements must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they it will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.;

Requirements. All alterations shall be constructed in strict compliance with applicable state law provisions, and if applicable, with approved Construction Plans and with all additional requirements propounded by Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation the time Landlord approves the Construction Plans. Tenant’s indemnity of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 the Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s agents or anyone employed by any of them (iincluding the Contractors, as defined in Exhibit “B”) arising out of the construction of any alterations. Such indemnity by Tenant, as set forth in the Lease, shall also apply with respect to any and if Landlord does not so approveall costs, losses, damages, injuries and liabilities related in any way to Landlord’s performance of any ministerial acts reasonably necessary to permit Tenant to complete any tenant improvements, and to enable Tenant to obtain any building permit or certificates for the Premises. All of Tenant’s agents, contractors, subcontractors, engineers and the like shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry commercial general liability coverage and property damage insurance, all with limits, in writingform and with companies as are required to be carried by Tenant as set forth in the Lease, it and the policies therefor shall be deemed that Tenant must remove the Alteration unless insure Landlord later exercises its right under Section 17.1 (ii) or (y) condition and Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term, as their interests may appear. Tenant shall obtain all necessary permits for carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of any Alterations as its sole obligation and expenseMaterial Alterations, and strictly comply with such other insurance as Landlord may reasonably require at the following requirements: (a) Following approval by time Landlord of Alterations, approves the Construction Plans. Tenant shall be responsible for assuring that all alterations are completed in a lien-free manner. Tenant agrees to give Landlord at least written notice not less than ten days’ prior Notice (10) days in advance of the commencement of work any construction, alteration, addition, improvement, installation or repair costing in the Premises so excess of Twenty-five Thousand Dollars ($25,000.00) in order that Landlord may post appropriate notices of Landlord’s non-responsibility in or upon responsibility. Promptly after the Premises as provided by law; (b) The Alterations must use materials tenant improvements are completed, Tenant shall file an appropriate Notice of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsCompletion.

Requirements. Prior to starting work on any Alteration, other than a Minor Alteration, Tenant shall furnish to Landlord for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed): plans and specifications; names of proposed contractors (provided that Landlord may condition its consent for any Alterations upon Tenant complying at its expense designate specific contractors with reasonable conditions respect to Building systems, so long as such contractors are available to perform the work); copies of contracts; and requirements, including preparation necessary permits and approvals; evidence of all construction plans, drawings contractors’ and subcontractors’ insurance. Changes to the plans and specifications must also be submitted to Landlord for its approval (which approval shall not be unreasonably withheld). Landlord’s waiver on one occasion shall not waive Landlord’s right to enforce such requirements on any other occasion. 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; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; the minimum standard for the Building. Landlord may designate reasonable and non-discriminatory rules, regulations and procedures for the performance of Alterations in the Building and the delivery Project, and, to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord the extent reasonably necessary to provide avoid disruption to the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end occupants of the Lease TermBuilding and the Project, Landlord shall have the right to designate the time when Alterations may be performed. Tenant shall obtain all necessary permits reimburse Landlord within 30 days after receipt of an invoice for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval out-of-pocket sums paid by Landlord for third party examination of Tenant’s plans for Alterations. In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord a fee equal to 5% of the total cost of such Alterations for Landlord’s oversight and coordination of any Alterations, other than Minor Alterations. No later than 30 days after completion of the Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of nonfurnish “as-responsibility in or upon the Premises as provided by law; built” plans (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datewhich shall not be required for Minor Alterations), and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.completion

Requirements. Landlord may condition its consent for any Alterations upon Any alterations, additions or installations performed ------------ by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (xhereinafter collectively "alterations") ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as "Plans"), of the proposed alterations, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ ' prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-non- responsibility in or upon the Leased Premises as provided by law; (bd) No alterations shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant's contractor before the commencement of the work. Tenant's contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers' compensation; (g) As a condition of approval of alterations, Landlord may require performance and labor and materialmen's payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alterations free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alterations must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants Tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises, including without limitation the Tenant Work (collectively an "Alteration"), without the prior written consent of Landlord. Notwithstanding the foregoing, Landlord's consent shall not be unreasonably withheld, conditioned or delayed, unless the proposed Alterations could, in Landlord's reasonable judgment (i) affect the structure or safety of the Building; (ii) affect the electrical, plumbing or mechanical systems of the Building or the functioning thereof; (iii) be or become visible from the exterior of the Premises; or (iv) interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building. In the event Tenant proposes to make any Alteration, Tenant shall, prior to commencing such Alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) evidence of insurance in form and amounts reasonably required by Landlord, naming Landlord, its managing agent and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such Alteration. Tenant agrees to pay Landlord's reasonable charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction planssuch items and supervision of the Alteration, drawings which charges shall not exceed three percent (3%) of the hard costs of such Alteration. Neither approval of the plans and specifications for approval nor supervision of the Alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such Alteration with applicable law. Tenant shall pay the entire cost of the Alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the Alteration, security for the payment and subcontractors completion of the Alteration in form and amount required by Landlord. Each Alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing Landlord as materials for a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawingsfirst-class office building in Arlington County, Virginia. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each Alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements. Each Alteration shall be performed by Landlord or under Landlord's supervision, rules and regulation now or hereafter in effect and in harmony with Landlord's employees, contractors and other tenants. Each Alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such Alteration (including any item of Tenant Work) at Tenant's sole cost and expense in accordance with the provisions of Section 15 of this Lease. If Tenant installs any Alterations without the consent of Landlord as set forth above then Landlord shall have the right to remove such Alterations and Tenant shall reimburse Landlord therefor as additional Rent. Notwithstanding anything to the contrary contained in this Section 9(A), Tenant shall have the right to make Permitted Alterations (hereinafter defined) in the Premises, without Landlord's consent (but with ten (10) days prior written notice ("Permitted Alterations Notice"), which notice shall contain a manner description of the Permitted Alterations proposed to be undertaken by Tenant and state that such Alterations are Permitted Alterations). A "Permitted Alteration" shall mean any Alterations in the Premises which are consistent with the current improvements in the Premises and with a first-class office building and that they will could not (i) affect the structure or safety of the Building; (ii) affect the electrical, plumbing or mechanical systems of the Building or the functioning thereof; (iii) be or become visible from the exterior of the Premises; (iv) interfere with the quiet enjoyment operation of the Building or the provision of services or utilities to other tenants in the ComplexBuilding; and (cv) All costs cost more than the lesser of Twenty-Five Thousand Dollars ($25,000.00) or the amount which when added to all other Alterations made within the prior twelve (12) months equals Fifty Thousand Dollars ($50,000.00); or (vi) require a permit or other government approval to undertake. In the event that Landlord determines, in its reasonable discretion, that the proposed Alterations are not Permitted Alterations, and expenses incurred by Landlord so notifies Tenant, Tenant shall apply for Landlord's consent for such Alterations in altering, repairing or replacing any portion accordance with the provisions of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Section 9(A).

Requirements. Landlord A. This Agreement will enable Eligible Individuals who matriculate into DeVry programs to use certain ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ courses to meet degree requirements within DeVry programs by applying transfer credit as specifically outlined in Appendix B, subject to the specific requirements of the selected DeVry programs. The details of which ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ courses may condition its consent be so transferred and how DeVry will accept such transferred course credits is set forth on Appendix B hereto, the terms of which are incorporated herein by reference. B. DeVry reserves the right to deny admission to a student if such student cannot meet DeVry’s requirements for admission, as amended from time to time. Additionally, DeVry may terminate a student’s enrollment for violation of any Alterations upon Tenant complying rule, policy or procedure of DeVry, as amended from time to time, in the same manner as DeVry may terminate the enrollment of any student at its expense with reasonable conditions and large. Causes for termination of the student’s enrollment include, but are not limited to, the student’s failure to make timely payments of tuition and/or related fees. C. This Agreement is made explicitly subject to the terms of DeVry’s admissions requirements, academic policies, program requirements, and course descriptions, including preparation but not limited to the DeVry academic catalogs and academic policy regarding transfer of external credit (all construction plans, drawings and specifications for approval by Landlord; of the use of contractors and subcontractors approved by Landlord; foregoing collectively referred to herein as the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings“DeVry Policies”). In requesting Landlorddeveloping Appendix B, the parties have also taken into consideration the ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇’s consentcourse descriptions, Tenant may and other relevant information provided by ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to DeVry. In the event of any conflict between or among the documents mentioned in this Section 2(C) or elsewhere in this Agreement, the terms of the DeVry Policies shall prevail. D. Undergraduate students admitted to DeVry will be required to meet the same minimum admissions requirements as other of DeVry’s similarly situated undergraduate students, including but not limited to: i. High school diploma or equivalent or a post-secondary degree (x) ask Landlord to provide the approval as set forth in Section 17.1 (iby standard international transcript evaluation policies) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations from an appropriately accredited school as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval determined by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by lawDeVry; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Dateii. All other standard DeVry admissions, placement and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complexprogram requirements; and iii. English-proficiency requirements for nonnative speakers of English (cif applicable) All costs and expenses incurred by Landlord as defined in alteringthe academic catalog. E. To graduate, repairing or replacing any portion all students must meet the residency requirement for their academic program as noted in the Academic Catalog. In addition, undergraduate students must meet upper-division course requirements for their chosen DeVry program. F. Only Eligible Individuals who matriculate into DeVry programs may apply to DeVry for the course- to-course transfers outlined in Appendix B, subject to this Agreement, the specific requirements of the Premises, Building or Complex in connection with approving selected degree program and any Alterations other DeVry Policies. Students are required to submit an official transcript from every institution they previously attended regardless of whether credit was earned. It shall be paid solely by Tenant the student’s responsibility to Landlord prior to commencing request any Alterationspermitted credit transfer in accordance with the DeVry Policies and this Agreement.

Requirements. At the same time Tenant delivers the Notice to Landlord, Tenant shall also submit to Landlord a proposed copy of the proposed assignment or sublease and such information concerning the proposed assignment or sublease and the proposed assignee or sublessee as may condition its consent be requested by Landlord for Landlord's review and approval which shall not be unreasonably withheld or delayed. The following shall, however, be requirements for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 : (i) The proposed subtenant or assignee must submit a current financial statement to Landlord and if Landlord does not so approvemust have a credit rating satisfactory to Landlord, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 Landlord's reasonable judgment; (ii) The proposed subtenant or (y) condition Tenant’s willingness to do assignee must, in Landlord's reasonable judgment, be financially responsible and of good professional reputation as well as engaged in a business reasonably compatible with the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end character of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord business of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; andBuilding and Corporate ▇▇▇▇▇. (ciii) All costs The sublease must by its terms be expressly subject and expenses incurred subordinate to this Lease, must require that any subtenant comply with and abide by Landlord in altering, repairing or replacing any portion all of the Premisesterms of this Lease, Building and must provide that any termination of this Lease shall also extinguish the sublease; (iv) The proposed subtenant or Complex assignee may not be any person or entity either then occupying space in connection Corporate ▇▇▇▇▇ or one with approving whom Landlord is then negotiating for space in Corporate ▇▇▇▇▇; (v) Tenant may not then nor at the commencement of the sublease be in default under this Lease beyond any Alterations applicable grace period; A fully executed counterpart of the assignment or sublease must be delivered to Landlord within sixty (60) days after the date of Landlord's approval or Landlord's approval of the proposed assignment or sublease shall be paid solely by deemed null and void and Tenant shall again comply with all the conditions of this Section as if the Notice hereinabove referred to Landlord prior to commencing any Alterationshad not been given and received.

Requirements. All policies required of Tenant shall be written by an insurer satisfactory to Landlord. Such policies shall name Landlord and the Senior Interest Holders (as hereinafter defined) of which Tenant has notice as additional insureds. Prior to the date Tenant enters the Premises, but in no event later than sixty (60) days after the execution of this Lease, Tenant shall deliver to Landlord copies of policies or certificates evidencing the existence of the amounts and forms of coverage required (or, in the event of self-insuring as permitted in Section 20.1(iv) hereof only, evidence of the net worth of Tenant or a Person providing a guaranty of this Lease to Landlord of not less than $10,000,000). No such policy shall be cancelable or reducible in coverage except after thirty (30) days' prior written notice to Landlord. Tenant shall, within thirty (30) days prior to the expiration of any such policies, furnish Landlord with renewals, certificates of insurance, or "binders" thereof, and, if Tenant fails to do so within ten (10) days following notice of such failure, then, upon an additional notice to Tenant, Landlord may condition its consent order such insurance and charge the cost thereof to Tenant as Additional Rent. If Landlord obtains any insurance that is the responsibility of Tenant under this Article 20, Landlord shall deliver to Tenant a statement setting forth the cost of any such insurance and showing in reasonable detail the manner in which it has been computed, and, if obtainable, a certificate of insurance naming Tenant as the insured or as an additional insured. Tenant's obligation to carry insurance provided for in this Article 20 may be satisfied by inclusion within the coverage of any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsblanket policy or policies of insurance carried or maintained by Tenant, including preparation provided that the coverage required herein will not be reduced or diminished by reason of all construction plans, drawings and specifications for approval by Landlord; the use of contractors such blanket policies of insurance and subcontractors approved by Landlord; the delivery any such blanket policies of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord insurance expressly waive any pro rata distribution requirement contained in any such policies of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of insurance covering the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work, which approval shall not be unreasonably withheld. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration costing in excess of $100,000.00, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations ------------ upon Tenant complying at its sole cost and expense with reasonable conditions and requirements, including the preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction as-built drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ ' prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Tenant Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent Lessee understands that in order for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements[iStar Financial, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord Inc.] to qualify as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentREIT, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirementsrequirements (the "REIT Requirements") must be satisfied: (a) Following approval by Landlord Anything contained in this Lease to the contrary notwithstanding, the average of Alterationsthe Fair Market Value at the beginning and end of a Fiscal Year of Lessor's Personal Property that is leased to the Lessee under this Lease shall not exceed fifteen percent 15% of the average of the aggregate fair market values of all of the Leased Property at the beginning and at the end of such Fiscal Year (the "PERSONAL PROPERTY LIMITATION"). If Lessor reasonably anticipates that the Personal Property Limitation will be exceeded with respect to the Leased Property for any Fiscal Year, Tenant Lessor shall give Landlord notify Lessee, and Lessee either (i) shall purchase at least ten days’ prior Notice fair market value any personal property anticipated to be in excess of commencement of work the Personal Property Limitation ("EXCESS PERSONAL PROPERTY") either from the Lessor or a third party or (ii) shall lease the Excess Personal Property from a third party. In either case, Lessee's Rent obligation shall be equitably adjusted. In addition, in the Premises so case of the purchase or lease of Excess Personal Property by the Lessee from a third party, the Lessor's capital expenditure reserve obligation pursuant to Article 34 shall be appropriately decreased to reflect the reduced need for Lessor-owned personal property. Notwithstanding anything to the contrary set forth above, Lessee shall not be responsible in any way for determining whether or not Lessee has exceeded or will exceed the Personal Property Limitation, and shall not be liable to Lessor or any of Lessor's shareholders in the event that Landlord may post notices of non-responsibility in the Personal Property Limitation is exceeded, as long as Lessee meets Lessee's obligation to acquire or upon the Premises lease any Excess Personal Property as provided by law;above. This Section 18 is intended to ensure that the Rent qualifies as "rents from real property," within the meaning of Section 856(d) of the Code, or any similar or successor provisions thereto, and shall be interpreted in a manner consistent with such intent. (b) The Alterations must use materials of at least equal quality Anything contained in this Lease to Leasehold Improvements at the Commencement Datecontrary notwithstanding, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner Lessee shall not sublet the Leased Property on any basis such that they will not interfere with the quiet enjoyment rental to be paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or net profits derived by the business activities of the sublessee, or (ii) any other tenants in formula such that any portion of the Complex; andRent would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. (c) All costs and expenses incurred by Landlord Lessee cannot sublet the Leased Property to any Person in alteringwhich [iStar Financial, repairing Inc.], owns, directly or replacing any portion indirectly, a ten percent (10%) or more interest, within the meaning of Section 856(d)(2)(B) of the PremisesCode, Building or Complex any similar or successor provisions thereto. (d) Lessee agrees to make an election to be, and to operate as a "taxable REIT subsidiary" of [iStar Financial, Inc.] within the meaning of Section 856(e) of the Code, or any similar or successor provision thereto. (e) Lessee shall not (i) directly or indirectly operate or manage a "lodging facility" within the meaning of Section 856(d)(9)(D)(ii) of the Code or a "health care facility" within the meaning of Section 856(e)(6)(D)(ii) or (ii) directly or indirectly provide to any other Person (under a franchise, license, or otherwise) rights to any brand name under which any lodging facility or health care facility is operated; provided, however, that Lessee may provide such rights to Manager to operate or manage a lodging facility as long as such rights are held by Lessee as a franchisee, licensee, or in a similar capacity and such lodging facility is either owned by Lessee or is leased to Lessee by Lessor or one of Lessor's Affiliates. (f) Lessee agrees, and agrees to use reasonable efforts to cause Lessee's Affiliates, to use their best efforts to permit the REIT Requirements to be satisfied. Lessee agrees and agrees to use reasonable efforts to cause Lessee's Affiliates, to cooperate in good faith with [iStar Financial, Inc.] and Lessor to ensure that the REIT Requirements are satisfied, including but not limited to, providing [iStar Financial, Inc.] with information about the ownership of Lessee, and Lessee's Affiliates to the extent that such information is reasonably available. Lessee agrees, and agrees to use reasonable efforts to cause Lessee's Affiliates, upon request by [iStar Financial, Inc.], and, where appropriate, at [iStar Financial, Inc.]'s expense, to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Lessee shall notify, or use reasonable efforts to cause Lessee's Affiliates to notify, [iStar Financial, Inc.] of such noncompliance. (g) Both Lessee and Lessor agree that no provision of this lease shall be construed so as to cause [iStar Financial, Inc.] to fail to qualify as a REIT. (h) Lessee shall not permit any wagering activities to be conducted at or in connection with approving the Leased Property by any Alterations shall be paid solely by Tenant Person who is engaged in the business of accepting ▇▇▇▇▇▇ and who is legally authorized to Landlord prior to commencing any Alterationsengage in such business at or in connection with the Leased Property.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “ Plans ”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord Landlord, within twenty (20) days after Landlord’s receipt of Alterationsthe same, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval, which approval shall not be unreasonably withheld, from Landlord for Tenant’s contractor before the commencement of the work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation; (g) As a condition of approval of an alteration (excluding a Non-Structural Alteration), Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; and (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not unduly interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. At the same time Tenant delivers the Notice to Landlord, Tenant shall also submit to Landlord a proposed copy of the proposed assignment or sublease and such information concerning the proposed assignment or sublease and the proposed assignee or sublessee as may condition its consent be requested by Landlord for Landlord’s review and approval which shall not be unreasonably withheld or delayed. The following shall, however, be requirements for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 : (i) The proposed subtenant or assignee must submit a current financial statement to Landlord and if Landlord does not so approvemust have a credit rating satisfactory to Landlord, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 Landlord’s reasonable judgment; (ii) The proposed subtenant or (y) condition Tenant’s willingness to do the Alteration on assignee must, in Landlord’s written agreement that Tenant can remove reasonable judgment, be financially responsible and of good professional reputation as well as engaged in a business reasonably compatible with the Alteration at the end character of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord business of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; andBuilding and Corporate W▇▇▇▇. (ciii) All costs The sublease must by its terms be expressly subject and expenses incurred subordinate to this Lease, must require that any subtenant comply with and abide by Landlord in altering, repairing or replacing any portion all of the Premisesterms of this Lease, Building and must provide that any termination of this Lease shall also extinguish the sublease; (iv) The proposed subtenant assignee may not be any person or Complex entity either then occupying space in connection Corporate W▇▇▇▇ or one with approving whom Landlord is then negotiating for space in Corporate W▇▇▇▇; (v) Tenant may not then nor at the commencement of the sublease be in default under this Lease beyond any Alterations applicable grace period; A fully executed counterpart of the assignment or sublease must be delivered to Landlord within sixty (60) days after the date of Landlord’s approval or Landlord’s approval of the proposed assignment or sublease shall be paid solely by deemed null and void and Tenant shall again comply with all the conditions of this Section as if the Notice hereinabove referred to Landlord prior to commencing any Alterationshad not been given and received.

Requirements. Landlord may condition its consent State Street shall not establish, or permit the ------------ establishment of, any NCT Investment Option unless such NCT Investment Option is registered under, or qualifies for any Alterations upon Tenant complying an exemption in accordance with, applicable securities laws (including state securities laws) or unless such NCT Investment Option is otherwise not subject to such laws, as determined in the reasonable judgment of State Street, based on written advice of outside counsel reasonably acceptable to ABRA. Each NCT Investment Option, and each Closed Option that would be an NCT Investment Option if it were not closed (as of the Renewal Date, the Real Estate Option), shall be maintained in accordance with all applicable employee benefits, securities, banking and insurance laws and regulations by the Investment Manager, the issuer of such NCT Investment Option or Closed Option, or other appropriate party responsible for, or involved in, the offering or maintaining of such NCT Investment Option or Closed Option. Each Investment Manager appointed pursuant to Section 3.03 shall (a) be qualified at its expense all times under the terms of the Trusts to serve as an Investment Manager, (b) be deemed an investment manager under Section 3(38) of ERISA, (c) be a "qualified professional asset manager" as described in Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor, (d) acknowledge in writing that it is a fiduciary with respect to the Plans and Trusts within the meaning of Section 3(21)(A) of ERISA, (e) agree to conform and have the capability to conform to State Street's reasonable conditions administrative standards regarding the operation of the Trusts, reporting, withdrawals, payment of benefits and requirementsother similar matters and (f) agree to indemnify ABRA and State Street (to the reasonable satisfaction of each party) for losses, damages and expenses (including preparation attorneys' fees) incurred in connection with a claim or proceeding resulting from or arising out of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 Investment Manager's (i) and if Landlord does not so approvenegligence, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) reckless or intentional act or omission, (yiii) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end violation of applicable law, (iv) violation of fiduciary duty (including fiduciary duty under ERISA) and (v) violation of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsInvestment Manager Agreement.

Requirements. Landlord may condition its consent All insurance provided for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 this Lease shall (i) be maintained under valid and if Landlord does enforceable policies issued by insurers licensed and approved to do business in the state where the Facility is located and having general policyholders and financial ratings of not so approveless than “A” and “XII”, respectively, in writingthe then current Best’s Insurance Report, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or name Landlord as an additional insured and, for the casualty policy referenced in Section 6.1, as the owner and loss payable beneficiary, (yiii) condition be on an “occurrence” basis, (iv) cover all of Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration operations at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in Facility or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building (v) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord and (vi) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant’s insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or Complex either of them, may have by reason of any provision in connection with approving any Alterations policy issued to them, provided such waiver does not thereby invalidate such policy. Satisfactory insurer certificates evidencing the existence of the insurance required by this Lease and showing the interest of Landlord shall be paid solely provided to it prior to the commencement of the Term or, for a renewal policy, prior to the expiration date of the policy being renewed. If required by Landlord’s lender in writing, Tenant shall provide Landlord with a complete copy of the related policy within twenty (20) days of Landlord’s written request therefor. If requested by Landlord, Tenant shall permit representatives of Landlord, upon not less than seventy-two (72) hours notice, to review a complete copy of the applicable insurance policy at the principal business office of Tenant. Provided that Landlord agrees to maintain the confidentiality of the terms thereof, Landlord shall be entitled to copy such portions of the applicable insurance policy as may be reasonably necessary to Landlord prior to commencing as the fee owner of the Premises. Tenant shall maintain the following insurance and any Alterations.claims thereunder shall be adjudicated by and at the expense of it or its insurance carrier:

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord may which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A but subject to Paragraph 21.E (Permitted Transfers), and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease; however, a sale of Tenant’s capital stock through any public or over-the-counter exchange shall not be deemed an assignment or a Change in Control. Landlord will not approve more than two (2) subleases to be effective at any one point in time. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting its consent to any sublease, Landlord shall require for each such subletting, that: (i) the sublease be a triple net sublease and that the basic rent due under any Alterations such sublease be no less than the then current market rent for Multi Tenant/Single Parcel Page 20 of 43 BUILDING: Ardenwood I-4 PROPERTY: 1-0514 UNIT: 1 LEASE ID: 0514-WAFE01-01 subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant complying at its expense with reasonable conditions under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and requirements(iv) the Tenant shall pay to Landlord, including preparation monthly throughout the term of each approved sublease, fifty percent (50%) of all construction plansrents and/or additional consideration due Tenant from the subtenant in excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Paragraph 4.C (Late Charge) and Paragraph 24 (Bankruptcy and Default); provided, drawings and specifications for approval by Landlord; the use however, that before sharing of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterationssuch Excess Rent, Tenant shall give Landlord at least ten days’ prior Notice first be entitled to recover from such Excess Rent the amount of commencement of work the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Notwithstanding anything to the contrary above, Tenant is not allowed to assign or transfer its interest in the Premises so that Landlord may post notices of non-responsibility in Lease or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing sublease any portion of the Premises during the Basic Rent Abatement Period. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. If more than forty-nine percent (49%) of the Premises is to be subleased, Landlord may, within thirty (30) days after receipt of said written notice, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the projected sublease commencement date specified in Tenant’s notice by giving Tenant written notice of such election to terminate. If no such notice to terminate is received by Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Landlord’s notice of its election to so terminate the Lease. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, Building the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or Complex sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall be paid solely by require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to Multi Tenant/Single Parcel Page 21 of 43 BUILDING: Ardenwood I-4 PROPERTY: 1-0514 UNIT: 1 LEASE ID: 0514-WAFE01-01 assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior under the Lease. Notwithstanding anything to commencing any Alterationsthe contrary herein, under no event will Landlord consent to an assignment or transfer of less than One Hundred Percent (100%) of the Leased Premises.

Requirements. Landlord may condition its consent All insurance provided for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 this Master Lease shall (i) be maintained under valid and if Landlord does enforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of the Premises is located and having general policyholders and financial ratings of not so approveless than "A-" and "X", respectively, in writingthe then current Best's Insurance Report, it shall and a claims paying ability rating from S&P of at least AA and the equivalent rating of at least one other rating agency, unless in either case Landlord agrees in the exercise of its reasonable judgment that the required insurance would not be deemed that available to Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 on commercially reasonable terms from insurers with such ratings, (ii) or name Landlord as an additional insured and, for the casualty policy referenced in this Section 6.1, as the owner and loss payable beneficiary, (yiii) condition be on an "occurrence" basis, or, to the extent such insurance is not available at commercially reasonable rates in Landlord's reasonable judgment, on a "claims-made" basis, (iv) cover all of Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration 's operations at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in applicable Facility or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building (v) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord, unless Landlord shall agree, in its reasonable judgment, that insurance is not available to Tenant on such terms at commercially reasonable rates, and (vi) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant's insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or Complex either of them, may have by reason of any provision in connection with approving any Alterations policy issued to them, provided such waiver does not thereby invalidate such policy. Original policies or satisfactory insurer certificates evidencing the existence of the insurance required by this Master Lease and showing the interest of Landlord shall be paid solely by Tenant provided to Landlord it prior to commencing the commencement of the Term or, for a renewal policy, not less than ten (10) days prior to the expiration date of the policy being renewed. If Landlord is provided with a certificate, it may demand that Tenant provide a complete copy of the related policy within ten (10) days. Landlord shall review each such policy or certificate and, within a reasonable time following its receipt thereof, notify Tenant in writing whether the insurance evidenced by such policy or certificate complies with the requirements of this Master Lease. During the Term, Tenant shall maintain the following insurance and any Alterationsclaims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: Fire and Extended Coverage with respect to each Facility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any other risks normally covered under an extended coverage endorsement, in amounts that are not less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); Commercial General Public Liability Coverage with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; -8- Professional Liability Coverage with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; Worker's Compensation Coverage with respect to each Facility for injuries sustained by Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; Boiler and Pressure Vessel Coverage with respect to each Facility on any fixtures or equipment which are capable of bursting or exploding, in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; Business Interruption and Extra Expense Coverage with respect to each Facility for loss of rental value for a period not less than one (1) year, provided that, so long as Tenant continues to pay all Rent and other amounts due hereunder and no other Event of Default exists, Tenant shall be entitled to receive all proceeds of such business interruption insurance; and Deductibles/Self-Insured Retentions for the above policies shall not be greater than Fifty Thousand Dollars ($50,000), and Landlord shall have the right at any time to require a lower such amount or set higher policy limits, to the extent commercially available and reasonable and customary for similar properties. At such times and only so long as policies of insurance with deductibles or self-insured retentions not greater than Fifty Thousand Dollars ($50,000) are generally not available to operators of assisted living facilities owned by institutional landlords and similar to the Facilities at commercially reasonable rates, as jointly determined by Landlord and Tenant in their respective reasonable judgment, the deductibles or self-insured retentions on the policies of insurance required hereunder may be in such greater amount, as jointly determined by Landlord and Tenant in their respective reasonable judgment, that would result in the applicable policies being available at commercially reasonable rates, not to exceed Two Hundred Fifty Thousand Dollars ($250,000).

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the; Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 19.A but subject to Paragraph 19.E (Assignment and Subletting: Permitted Transfers), and Landlord may, at Landlord’s option. require that said acquiring entity also be named as a Tenant under this Lease; however, a sale of Tenant’s capital stock through any public or over-the-counter exchange shall not be deemed an assignment or a Change in Control Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain ▇▇▇▇▇▇▇▇’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent for to any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsassignment, including preparation of all construction planstransfer or subletting, drawings and specifications for approval by Landlord; the use of contractors and subcontractors unless otherwise approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approveits reasonable discretion, in writing, it Landlord shall require: (i) the sublease be deemed a triple net sublease and that Tenant must remove the Alteration unless Landlord later exercises its right basic rent due under Section 17.1 any such sublease be no less than the then current market basic rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the Single Tenant/Single Parcel Initial: security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease beyond the Lease Termination Date or an option to expand the sublet space; and (yiv) condition Tenantthe Tenant shall pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) (or one hundred percent (100%) during the Basic Rent Abatement Period) of all rents and/or additional consideration due Tenant from the assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Paragraph 4.C (Rent: Late Charge) and Paragraph 22 (Bankruptcy and Default); provided, however, that before payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by ▇▇▇▇▇▇ to a third party broker not affiliated with Tenant and the costs of the tenant improvements specifically made for said subtenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer ▇▇▇▇▇▇’s willingness to do interest in the Alteration on Landlord’s written agreement that Tenant can remove Lease or sublet the Alteration at the end Premises or any portion thereof for any part of the Lease TermTerm hereof. Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 19. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply provide Landlord with the following requirements: (a) Following approval by Landlord a copy of Alterations, Tenant shall give Landlord at least ten days’ prior Notice the assignment and/or other transfer agreement and a copy of commencement the certification of work the change in corporate identity from the Secretary of State in the Premises so that Landlord may post notices case of non-responsibility in an assignment, or upon the Premises as provided by law; (b) The Alterations must use materials a copy of at least equal quality the sublease in the case of a sublease for ▇▇▇▇▇▇▇▇’s review, and upon ▇▇▇▇▇▇▇▇’s approval of ▇▇▇▇▇▇’s request to Leasehold Improvements sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Building and Landlord shall have the right to terminate this Lease, in such event this Lease shall be terminated on the date specified in Landlord’s notice of its election to so terminate the Lease; however, if Tenant does not have an uncured default at the Commencement Datetime of its request to sublease and/or before the commencement date of said sublease, ▇▇▇▇▇▇▇▇ agrees that Tenant may sublease up to one hundred percent (100%) of three (3) of the Facebook Leases buildings for a total sublease term of three (3) years for each such sublease, and must be performed in compliance with all lawssuch event, ordinances[***]. In the event Tenant is allowed to assign, rules and regulation now transfer or hereafter in effect and in a manner such that they will not interfere sublet the whole or any part of the Building, with the quiet enjoyment prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing whole or replacing any portion part of the Premises, Building without also having obtained the prior written consent of Landlord. [***] A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or Complex use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent. Landlord shall require Tenant to pay all Landlord expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including, but not limited to, ▇▇▇▇▇▇▇▇’s costs, fees and expenses for the processing and administration of the consent documentation and ▇▇▇▇▇▇▇▇’s attorneys’ fees (if any). Landlord shall be paid solely by require ▇▇▇▇▇▇’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior under the Lease. For all such consents required in this Paragraph 19.A, Tenant shall pay to commencing any AlterationsLandlord, the Landlord’s Consent Fees as defined in Paragraph 8.G (Alterations and Additions: Processing and Administration Fees for Consent Documentation). Notwithstanding anything to the contrary herein, under no event will Landlord consent to an assignment or transfer of less than one hundred percent (100%) of the Leased Premises.

Requirements. Landlord The Mortgagor shall keep the Mortgaged Property insured for the benefit of the Mortgagee against loss or damage by fire and available extended coverage risks, as may condition its consent be reasonably required by the Mortgagee from time to time, and provided coverage of not less than the coverage en­compassed by Fire, Extended Coverage, and Vandalism and Malicious Mischief perils broadened to include the so-called "All Risk of Physical Loss", all in a format approved by the Mortgagee and in sufficient amounts to prevent the application of any insurance policy co-insurance contribution on any loss and shall in no event be less than the full face amount of the Note. Policies shall be written on a Builder's Risk, Completed Value, non-reporting form which shall include coverage therein for "completion and/or Mortgaged Property occupancy" only if improvements being made to the Mortgaged Property are so substantial as to require such coverage in addition to Mortgagor’s extended coverage policy. All insurance herein provided for shall be obtained by the Mortgagor (notwith­standing the procurement of other insurance policies by other persons or parties and relating to the Mortgaged Property) and carried in companies approved by the Mortgagee, and all policies, including additional and renewal policies, marked “premiums paid” and containing an agreement by the insurer that the policy shall not be canceled or materially changed without at least thirty (30) days' prior written notice to the Mortgagee (ten (10) days for cancellation due to failure to pay premiums), the policy, or any Alterations upon Tenant complying duplicate original policy, shall be delivered to the Mortgagee, and all renewal policies, including additional and renewals, modifications and extensions thereof, shall be deposited with the Mortgagee throughout the life of the loan and shall be payable, in case of loss or damage, to the Mortgagee as the first mort­gagee, and shall contain the standard non-contributing mortgagee clause entitling the Mortgagee to collect all proceeds payable under all such insurance, as well as stand­ard waiver of subrogation endorsement, and waiver of other endorsements, as the Mortgagee may require, all to be in form acceptable to the Mortgagee. In the event of any loss, the Mortgagor will give immediate notice to the Mortgagee. The Mortgagor hereby authorizes the Mortgagee, at its expense with reasonable conditions option, to collect, adjust and requirementscompromise any losses under any of the insurance policies, including preparation to endorse the Mortgagor's name on any document or instrument in payment of all construction plansany insured loss and, drawings and specifications for approval by Landlord; after deducting the use costs of contractors and subcontractors approved by Landlord; collection, to apply the delivery of performance and payment bonds showing Landlord proceeds, at the Mortgagee's sole option, as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 follows: (i) as a credit upon the indebtedness secured hereby, whether or not the same shall be then due and if Landlord does not so approvepayable, in writingwhich event, it the lien of this Mortgage shall be deemed that Tenant must remove affected only by a reduction thereof in any amount equal to the Alteration unless Landlord later exercises its right under Section 17.1 amount so applied as a credit, or (ii) to repairing or restoring the Mortgaged Property or any part thereof, in which event, the Mortgagee ​ shall not be obligated to see to the proper application thereof, nor shall the amount so released or used be deemed a payment on any indebtedness secured hereby. The Mortgagor shall obtain, carry and maintain Comprehensive General Liability Insurance covering the Mortgaged Property in an amount of no less than One Million Dollars (y$1,000,000) condition Tenant’s willingness bodily injury and/or property damage, per occurrence, and Demolition Insurance in the event that all buildings on the Mortgaged Property cannot always be automatically rebuilt to do the Alteration same specifications, and in the same location in the case of all types of destruction, regardless of magnitude. Insurance shall be with companies approved by the Mortgagee. Mortgagor shall provide Mortgagee with a Certificate of Insurance containing a provision designating the Mortgagee as an additional insured party and providing for not less than thirty (30) days written notice (ten (10) days for cancellation due to failure to pay premiums) to the Mortgagee prior to any material change or cancellation of Liability Insurance. ​ Notwithstanding the foregoing and provided no Event of Default is then existing, and further provided that Mortgagee is satisfied (in its commercially reasonable judgment) that there is no legal impediment to the building and improvements being rebuilt or repaired and that there are sufficient insurance proceeds or other funds available from Mortgagor for reconstruction, Mortgagee shall receive all insurance proceeds to be held to pay for the cost of the improvements on Landlord’s written agreement the Mortgaged Property in installments as the work progresses, the time and amount of each advance and upon such other terms relating to such reconstruction as are satisfactory to the Mortgagee in its reasonable discretion. ​ If the Real Property is located in an area designated by the Federal Emergency Management Agency or the Flood Disaster Protection Act of 1973 (P.L. 93-234) as being in a "special flood hazard area" or as having specific flood hazards, whether now or at any time hereafter, Mortgagor shall also furnish Mortgagee with flood insurance policies which conform to the requirements of said Flood Disaster Protection Act of 1973 and the National Flood Insurance Act of 1968, as either may be amended from time to time. The amounts of any such insurance coverages shall be in an amount equal to the full insurable value and shall be maintained thereafter at all times in an amount such that Tenant can remove Mortgagor will not be deemed a co-insurer under applicable insurance laws, regulations, policies or practices. Renewals of such policies shall be so delivered before any such insurance shall expire in accordance with the Alteration Loan Documents. If Mortgagor shall fail to provide any such insurance, or shall fail to replace any of the same within ten (10) days after being notified that the insuring company is no longer approved by Mortgagee, or if any such insurance is cancelled or lapses without replacement, Mortgagee may, at its option, procure the same in such amounts as Mortgagee may reasonably determine and the cost thereof together with interest thereon at the end lesser of the Lease Term. Tenant shall obtain all necessary permits Default Rate or the maximum interest rate allowed under Florida law, provided for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices Note per annum from the date of non-responsibility in or upon expenditure by Mortgagee to the Premises as provided date of repayment by law; (b) The Alterations must use materials of at least equal quality Mortgagor to Leasehold Improvements at the Commencement Date, Mortgagee shall be repaid by Mortgagor to Mortgagee on demand and must shall be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment part of the other tenants in Debt secured hereby. ​ 4.1. eIntentionally Omitted. ​ ​ 4.1. fIntentionally Omitted. ​ 4.1. gMortgagee Not Obligated to Require, Provide or Evaluate Insurance. Mortgagee shall have no duty to Mortgagor or anyone else to either require or provide any insurance or to determine the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing adequacy or replacing disclose any portion inadequacy of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.insurance. ​

Requirements. Except as otherwise provided herein, Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord. In the event Tenant proposes to make any alteration (other than a Permitted Alteration as defined below), Tenant shall, prior to commencing such alteration, submit to Landlord may condition its consent for any Alterations upon Tenant complying prior written approval: (i) detailed plans and specifications; (ii) copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all Governmental Requirements necessary to perform such alteration (other than Governmental Requirements relating to portions of the Property outside the Premises which are not directly affected by the alteration at issue, which permits shall be obtained by Landlord at its expense in a prompt manner); (iv) certificates of insurance in form and amounts reasonably required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Tenant shall not be obligated to pay to Landlord any fees or charges for review of such items and supervision of the alteration except that after completion of the Improvements (as defined in Exhibit "E" attached hereto and incorporated herein) Tenant shall reimburse Landlord for any actual and reasonable conditions out-of-pocket expenses incurred by Landlord in connection therewith. Neither approval of the plans and requirementsspecifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of each alteration. Within sixty (60) days after completion of any alteration (including preparation any Permitted Alteration and any improvements done by Tenant pursuant to Exhibit "E" attached hereto and incorporated herein), Tenant shall deliver to Landlord a detailed break-down of all construction planscosts of such alteration. Each alteration shall be performed in a good and workmanlike manner, drawings in substantial accordance with the plans and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules applicable Governmental Requirements and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations insurance company requirements. Each alteration shall be paid solely performed by Tenant to Landlord prior to commencing any AlterationsTenant's contractors in harmony with Landlord's employees, contractors and other tenants.

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof which would require a building permit without the prior written consent of Landlord, which shall not be reasonably withheld, conditioned or delayed. Any such alterations, additions, or improvements in, on, or to said Premises, except for any Alterations upon Tenant complying at its expense with reasonable conditions Tenant's movable furniture and requirementsequipment, including preparation of all construction plansshall immediately become Landlord's property and, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termterm hereof, shall remain on the Premises without compensation to Tenant. Tenant In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall obtain all necessary permits for any Alterations as its be made by Tenant, at Tenant's sole obligation cost and expense, in accordance with plans and strictly comply with specifications approved by Landlord, and any contractor or person selected by Tenant to make the following requirements: (a) Following approval same must first be approved in writing by Landlord. If the alterations, additions or improvements shall be made by Landlord of Alterationsfor Tenant's account, Tenant shall give reimburse Landlord at least ten days’ prior Notice for the cost thereof within twenty (20) days after receipt of commencement a statement, setting forth the actual cost of work in such alterations, additions or improvements. In any event, Tenant shall pay Landlord an administrative charge of fifteen percent (15%) of the actual cost of such alterations, additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Tenant shall remove any or all alterations, additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and Tenant shall repair and restore the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datetheir original condition, subject to ordinary wear and must tear. Such removal, repair and restoration work shall be performed in compliance done promptly and with all laws, ordinances, rules due diligence at Tenant's sole cost and regulation now or hereafter expense. The provisions of this Section 12 shall not apply to the initial Tenant Improvements described in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant Exhibit C to Landlord prior to commencing any Alterationsthis Lease.

Requirements. The Subtenant Improvements and any and all alterations, additions or improvements made by Subtenant to the Premises shall be designed by a competent licensed architect or structural engineer and shall be made under the supervision of such architect or engineer by financially sound, bondable contractors of good reputation (and which carry adequate insurance in accordance with the terms of the Lease). The Subtenant Improvements shall be constructed in accordance with plans, specifications in Exhibit C attached hereto and incorporated herein by reference. Landlord may condition require in connection with its consent to the Tenant Improvements and any Alterations, additions or improvements hereunder, that any contractor or subcontractors which provides in excess of Fifty Thousand Dollars ($50,000) of work and/or improvements, provide payment and completion bonds in such amounts and with sureties acceptable to Landlord. Notwithstanding the foregoing, Landlord shall not require payment or completion bonds for any Alterations upon Tenant complying at its expense such work performed within the twelve (12) month period following the Effective Date. The Subtenant Improvements and all Alterations, additions and improvements made by Subtenant shall be performed in a good and workmanlike manner, using new materials. Said improvements shall be diligently prosecuted to completion. All office improvements described in Exhibit C shall be completed by December 31, 2002. The cafeteria shall be improved in accordance with reasonable conditions and requirementsSection 12(c). Subtenant plans to begin construction of the approved Subtenant Improvements one (1) day after complete execution of this Agreement. Landlord shall have the right to post, including preparation file and/or record any notice of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawingsnonresponsibility or other notice required under applicable mechanic's lien laws. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Subtenant shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give notify Landlord at least ten days’ thirty (30) days prior Notice of to commencement of work any future work, alteration, addition or improvement hereunder (other than the Subtenant Improvements approved by Landlord in accordance with Section 8(a) upon execution of this Agreement and commenced within thirty (30) days after the Premises Effective Date) for which a separate notice of nonresponsibility is required to be posted, filed or recorded, including any new phases of construction, so that Landlord or Tenant may post notices post, file and/or record any notice of non-responsibility nonresponsibility or other notice required under applicable mechanic's lien laws. Subtenant shall have the right to complete the Subtenant Improvements in phases and at any time during the Term, provided no work or upon construction shall be left unfinished or partially completed. Notwithstanding the foregoing, the improvements existing as of the Effective Date in the Lab Areas may be demolished immediately but the Subtenant Improvements in the Lab Areas may be finished not later than July 1, 2005. As each phase is completed, Landlord shall be notified by Subtenant and have the right, but not the obligation, to ensure (without liability for review or approval) that any such improvements were completed in accordance with the approved plans. Subtenant may take occupancy of the Premises as provided prior to completion of the Subtenant Improvements. Upon completion of any work hereunder, Subtenant shall record in the office of the County Recorder where the Premises are located a notice of completion or any other notice required or permitted by law; (b) The Alterations must use materials applicable mechanic's lien law to commence the running of, or terminate, any period for the filing of at least equal quality to Leasehold Improvements at the Commencement Dateliens or claims, and must be performed shall deliver to Landlord any certificate of occupancy or other equivalent evidence of completion of such work in compliance accordance with the requirements of applicable law. Subtenant shall perform or cause performance of all laws, ordinances, work hereunder in accordance with such reasonable rules and regulation now or hereafter in effect and in a manner such that they will regulations not interfere inconsistent with the quiet enjoyment terms of this Agreement or the other tenants Lease as Landlord may from time to time prescribe with respect thereto. Prior to commencing any work hereunder, Subtenant shall supply to Landlord evidence that it has procured such insurance as Landlord may prescribe in the Complex; and (c) All costs and expenses incurred by Landlord in alteringconnection with such work. Upon completion of any alteration, repairing addition or replacing any portion of improvement to the Premises, Building or Complex in connection Subtenant shall provide Landlord with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations"as built" drawings reflecting the completed condition of such work.

Requirements. All alterations, additions, improvements and partitions erected by Tenant shall be and remain the property of Tenant during the Term and Tenant shall, unless Landlord otherwise elects as herein provided, remove all alterations, additions, improvements and partitions erected by Tenant and restore the Premises to their original condition on or before the Lease Expiration Date or any sooner date of termination of this Lease; provided, however, that if Landlord so elects prior to termination or expiration of this Lease, such alterations, additions, improvements and partitions shall become the property of Landlord as of the Lease Expiration Date or any sooner date of termination of this Lease and shall be delivered up to the Landlord with the Premises. All shelves, bins, machinery and trade fixtures installed by Tenant may condition its consent for be removed by Tenant prior to the termination of this Lease if Tenant so elects, and shall be removed on or before the Lease Expiration Date or any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation sooner date of all construction plans, drawings and specifications for approval termination of this Lease if required by Landlord; upon any such removal Tenant shall restore the use of contractors Premises to their original condition. All such removals and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it restoration shall be deemed that Tenant must remove accomplished in a good and workmanlike manner so as not to damage the Alteration unless Landlord later exercises its right under Section 17.1 (ii) primary structure or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end structural qualities of the Lease TermBuilding and improvements situated in the Premises. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with Notwithstanding the following requirements: (a) Following approval by Landlord of Alterationsforegoing, Tenant shall give Landlord at least ten days’ prior Notice not be required to remove or restore any of commencement of work in the alterations or improvements made to the Premises so that Landlord may post notices prior to the date of non-responsibility in Tenant's execution of this Lease. In addition, Tenant shall not be required to remove or upon restore any subsequent alteration or improvement made by Tenant, provided Tenant obtains Landlord's written consent to surrender such alteration or improvement with the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now time Landlord consents to the making of such alteration or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsimprovement.

Requirements. Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord. Notwithstanding the foregoing, no consent shall be necessary for a Cosmetic Alteration. A "Cosmetic Alteration" means any decorative or cosmetic alteration that (i) together with all other related alterations performed by Tenant does not cost more than $250,000, in the aggregate, (ii) does not require the issuance of a building permit and (iii) does not adversely affect the structural elements of the Building or the base Building mechanical, electrical or plumbing systems, the architectural aesthetics of the Building, the common areas of the Building or the use by other tenants in the Building of their demised premises (provided that even if Landlord's consent is not necessary for such a Cosmetic Alteration, Tenant shall notify Landlord in advance prior to performing the Cosmetic Alteration). In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications (other than a Cosmetic Alteration); (ii) sworn statements (of the type customarily delivered by tenants in Illinois with respect to leasehold improvement work performed by tenants), including the names, addresses and, with respect to alterations costing more than $25,000, in the aggregate, copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements (other than a Cosmetic Alteration); (iv) certificates of insurance in form and amounts required by Landlord, adding Landlord and any other parties reasonably designated by Landlord with an interest in the Building (such as the Building Manager and any mortgagees) as additional insureds; and (v) all other documents and information as Landlord may condition its consent for any Alterations upon reasonably request in connection with such alteration. Tenant complying at its expense agrees to pay Landlord's reasonable and customary out-of-pocket costs and expenses incurred in connection with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and Landlord's standard hourly charges for supervision of the alteration (excluding alterations not requiring Landlord's consent as provided above). Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord and if the cost of the alteration might exceed $250,000, shall deposit with Landlord prior to the commencement of the alteration, security for approval the payment and completion of the alteration in form and amount required by Landlord; Landlord (provided such security shall not be required if Zurich American Insurance Company or any Affiliate [as hereinafter defined] is the use of contractors Tenant). Each alteration shall be performed in a good and subcontractors workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements. Each alteration shall be performed in harmony with Landlord's employees, rules contractors and regulation now other tenants. Each alteration, whether temporary or hereafter permanent in effect character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such alteration at Tenant's sole cost and expense in a manner such that they will not interfere accordance with the quiet enjoyment provisions of Section 15 of this Lease. Notwithstanding anything contained in this Section 9A to the contrary, if Landlord gives its consent or approval, pursuant to the provisions of this Section 9A, to allow Tenant to make any alterations in the Premises, Landlord agrees to notify Tenant in writing at the time of the other tenants in giving of such consent or approval whether Landlord will reserve the Complex; and right to require Tenant to remove such alterations at the termination or expiration of this Lease (c) All costs notwithstanding the foregoing, Tenant shall be obligated to remove raised computer flooring and expenses incurred supplemental HVAC equipment, even if Landlord fails to notify Tenant of such obligation at the time Landlord consents to such an alteration). Tenant shall be required to close any floor openings created for Tenant, excluding floor openings for internal stairways. The provisions of this Section 9A do not apply to the "Work" to be performed by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection accordance with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.Exhibit C.

Requirements. Landlord may condition its Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsof Landlord, including preparation of all construction plans, drawings and specifications for approval by Landlord; which consent shall not be unreasonably withheld. Notwithstanding the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentforegoing, Tenant may perform an alteration to the interior of the Premises without Landlord's prior written consent provided such alteration (xor the performance thereof) ask Landlord to provide the approval set forth in Section 17.1 does not (i) and if Landlord does not so approveaffect the mechanical, in writingelectrical, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 HVAC, life safety, or other Building operating systems, (ii) affect the structural components of the Building or require penetration of the floor or ceiling of the Premises, (iii) involve the use or disturbance of any Hazardous Material (as hereinafter defined) or (yiv) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement cost more than $20,000.00 in any one instance, and further provided that Tenant can remove gives Landlord prior E-11 written notice of such alteration and further provided that such alteration (and the Alteration at performance thereof) shall otherwise be in compliance with the end provisions of this Article 9 (except for the Lease Termrequirement of Landlord's consent. If Tenant shall obtain proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in evidencing compliance with all lawsapplicable governmental rules, ordinancesregulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, rules naming Landlord, its managing agent and regulation now or hereafter any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in effect and in a manner connection with such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All alteration. Tenant agrees to reimburse Landlord for all out-of-pocket costs and expenses incurred by Landlord in altering, repairing or replacing any portion connection with the review and supervision of the Premisesalteration. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, Building adequacy, sufficiency or Complex propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord after reasonable review by Landlord of Tenant's then existing creditworthiness, shall deposit with Landlord, prior to the commencement of the alteration, security for the payment and completion of the alteration in connection with approving any Alterations form and amount required by Landlord. Each alteration shall be paid solely performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord, and shall meet or exceed the standards for construction and quality of materials established by Landlord for the Building. In addition, each alteration shall be performed in compliance with all applicable governmental and insurance company laws, regulations and requirements. Each alteration shall be performed by Landlord or under Landlord's supervision, and in harmony with Landlord's employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such alteration at Tenant's sole cost and expense in accordance with the provisions of Section 14 of this Lease, which required removal must be specified by Landlord prior when Landlord consents to commencing any AlterationsTenant's requested alterations; provided further, however, that Tenant shall not be required to remove the initial Work installed by Landlord in the Premises pursuant to the Workletter.

Requirements. Landlord may condition its consent for any Alterations upon Any alterations, additions or installations performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (xhereinafter collectively “alterations”) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alterations, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alterations shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractor before the commencement of the work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of alterations, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alterations free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary. The provisions of this paragraph shall not be applicable to the original party signing this Lease as Tenant or any transferee under a Permitted Transfer (as defined in Section 21.5 hereof); (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alterations must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants Tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Tenant shall not do any painting or decorating, or erect any partitions, make any alterations in or additions to the Rented Space or do any nailing, boring or screwing into the ceilings, walls or floors (collectively and individually, "Alterations") without the Landlord's prior written general and specific consent in each and every instance, with the exception of picture hanging and limited installation of shelving. Landlord may condition withhold its consent, in its sole discretion. Unless otherwise agreed by ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ in writing, the work on all such Alterations shall be performed either by or under the direction of Landlord, but at the cost of Tenant. If the Landlord gives its preliminary consent for to any Alterations upon such Alterations, the Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications shall furnish to the Landlord for approval by Landlord; before commencement of the use of contractors and subcontractors approved by Landlord; the work or delivery of performance and payment bonds showing Landlord as a beneficiary; and any materials to the delivery to Landlord Europa Center all of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 following: (i) all plans and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 specifications; (ii) names and addresses of all contractors; (iii) copies of all contracts; (iv) all necessary permits; (v) an indemnification of Landlord by all contractors in form and amount satisfactory to Landlord; and (vi) 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 such Alterations. Within ten (y10) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end business days of receiving all of the Lease Termitems specified in (i) through (v) above, in full and complete form, Landlord shall specifically approve or disapprove in writing each of the items. Tenant shall obtain all necessary permits for any Alterations modify, supplement or substitute such items as its sole obligation and expenseLandlord disapproves, pursuant to Landlord's written instructions, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner resubmit such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant items to Landlord prior for its approval. Landlord shall respond in writing to commencing any Alterations.each resubmission within ten (10) business days. Tenant

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “alteration”) without the prior written consent of Landlord. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written consent: (i) detailed plans and specifications; (ii) a list of the names, addresses and copies of contracts for all contractors; (iii) all necessary permits (if any are required) evidencing compliance with all applicable governmental rules, regulations and requirements; provided that Tenant may instead deliver copies of the applications for such permits for Landlord’s review, with copies of the actual permits to be provided after Tenant has received Landlord’s consent to such alteration; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and, if so requested, Landlord’s Mortgagee (as hereinafter defined) and property manager as additional insureds; and (v) all other documents and information as Landlord may condition its reasonably request in connection with such alteration. Tenant agrees to pay any out-of-pocket costs reasonably incurred by Landlord in retaining third parties to review Tenant’s proposed alterations, but there shall be no review fee otherwise paid to Landlord. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Notwithstanding the foregoing, no consent shall be necessary for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may alteration (or related alteration) that (i) either (x) ask Landlord to provide the approval set forth in Section 17.1 costs less than $250,000 (i) and if Landlord does provided such alteration is not so approvepart of related alterations which cost, in writingthe aggregate, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (iimore than $250,000) or (y) only involves painting and/or carpeting the Premises; (ii) does not require the issuance of a building permit, (iii) does not adversely affect the structural elements of the Complex or the base Building mechanical, electrical or plumbing systems, the common areas of the Complex or the use by other tenants in the Complex of their demised premises, (iv) does not affect the architectural aesthetics of the Complex or the appearance of any part of the Complex outside the Premises or (v) does not involve the introduction or disturbance of any hazardous or toxic materials, other than hazardous or toxic materials used in ordinary construction and office operations in accordance with applicable environmental laws (provided that even if Landlord’s consent is not necessary for such an alteration, the following provisions of this Section 9A shall apply). As a condition precedent to any alteration, Tenant agrees to obtain and deliver to Landlord written and unconditional waivers of mechanics’ liens upon the Building for all work, labor and services to be performed, and materials to be furnished, by Tenant’s willingness to do the Alteration on contractors and suppliers in connection with such alteration. Each alteration shall be performed in a good and workmanlike manner and, except for alterations not requiring Landlord’s written agreement that Tenant can remove consent, except in accordance with the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation plans and expensespecifications approved by Landlord, and strictly comply with shall meet or exceed the following requirements: (a) Following approval standards for construction and quality of materials established by Landlord of Alterationsfor the Building. In addition, Tenant each alteration shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements. Each alteration shall be performed in harmony with Landlord’s employees, rules contractors and regulation now other tenants. Each alteration, whether temporary or hereafter permanent in effect character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s trade fixtures, movable fixtures, movable cubicle partitions, telephone and other equipment, computer systems, furniture, furnishings, shelving, specialized cabinetry, uninterruptible power supply systems, transfer switches, batteries, emergency generators and fuel tanks, high security systems, alarms, SCIF doors, locks and other items of personal property (collectively, “Tenant’s Personal Property”)), shall become Landlord’s property and shall remain upon the Premises at the expiration or, termination of this Lease without compensation to Tenant. Tenant shall have the right, subject to the foregoing terms and conditions, to install conduit from the property line to the Premises in up to three (3) diverse routes, and Tenant acknowledges that such work requires Landlord’s consent (and such work will be performed in such a manner such that they will not interfere to minimize interference with the quiet enjoyment of the other tenants in operations at the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations).

Requirements. Tenant shall not make any opening in the roof, exterior walls or demising walls of the Building or any other alteration, improvement or addition to or removal from the Premises (individually, an “Alteration” and collectively the “Alterations”) without the prior written consent of Landlord in each such instance. In the event Tenant proposes to make any Alteration, Tenant shall, prior to commencing such Alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications reasonably acceptable to Landlord (and Tenant shall thereafter submit to Landlord for approval any and all proposed changes to such plans and specifications); (ii) names and addresses of all contractors reasonably acceptable to Landlord and copies of all contracts with said contractors; (iii) a detailed cost estimate, certified by the architect who prepared the plans and specifications; (iv) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (v) certificates of insurance in form and amounts reasonably required by Landlord, naming the Landlord Parties as additional insureds; and (vi) all other documents and information as Landlord may condition its reasonably request in connection with such Alteration. Notwithstanding the foregoing to the contrary, Landlord’s consent shall not be required (but Tenant shall give Landlord not less than ten (10) days’ prior written notice) for any Alterations upon Alteration that: (A) satisfies all of the following criteria: (1) will not affect the HVAC, electrical, lighting, plumbing, fire protection, security and structural units, systems and equipment of the Building; (2) does not require openings on the roof or exterior walls of the Building; and (3) does not exceed Twenty Thousand and 00/100 Dollars ($20,000.00) in any one instance and Seventy-Five Thousand and 00/100 ($75,000.00) in the aggregate in any twelve (12) month period; or (B) satisfies all of the following criteria (“Cosmetic Work”): (1) is of a cosmetic nature such as painting, wallpapering, and carpet installation; (2) will not affect the HVAC, electrical, lighting, plumbing, fire protection, security and structural units, systems and equipment of the Building; and (3) does not require work to be performed inside the walls or above the ceiling of the Premises; provided, however, that the performance of Cosmetic Work shall remain subject to all of the other provisions of this Section 10. Tenant complying at its expense shall pay the entire cost of any Alteration (which for all purposes of this Lease, except as provided in the next following grammatical sentence, includes Cosmetic Work) and, if requested by Landlord, shall deposit with Landlord prior to the commencement of any Alteration, security for the payment and completion of such Alteration in form and amount required by Landlord. Provided that the Alteration is not Cosmetic Work, Tenant shall pay to Landlord within thirty (30) days after billing an amount equal to the greater of: (aa) the sum of: (xx) Landlord’s actual and reasonable conditions out-of-pocket costs and requirements, including preparation expenses paid to third parties for the review of all construction plans, drawings Tenant’s plans and specifications for such Alteration; and (yy) a fee for Landlord’s coordination of such Alteration equal to ten percent (10%) of the cost of such Alteration; and (bb) Five Hundred Dollars ($500.00). Landlord’s approval of any Alteration shall not constitute a representation by Landlord; Landlord that such Alteration complies with applicable Laws and insurance company requirements or will be adequate for Tenant’s use. All Alterations: (aaa) shall be performed in a good and workmanlike manner, in accordance with the use of contractors plans and subcontractors specifications approved by Landlord; (bbb) shall be performed by union contractors if required by Landlord and at times and in accordance with rules, regulations and procedures reasonably established by Landlord to avoid disruption to Landlord’s other tenants, employees and contractors; (ccc) shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiaryfor the Building; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (xddd) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable Laws and insurance company requirements. Upon completion of any Alteration, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations Tenant shall be paid solely by Tenant deliver to Landlord prior to commencing any Alterationsall contractor’s and subcontractor’s affidavits and full and final waivers of lien for all labor, services or materials and “as-built” plans of such Alteration.

Requirements. Landlord may condition its consent for Prior to starting work on any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give furnish Landlord at least ten days’ prior Notice with two (2) complete sets of commencement of work professionally prepared working drawings (which shall include any architectural, structural, electrical, mechanical, computer system wiring, and telecommunication plans, which shall all be in CAD or other electronic format if requested by Landlord), and will be consistent with the construction methods and procedures manual attached hereto as Exhibit I, as amended from time to time for the Premises so that (the “Tenant Construction Manual”); names of contractors reasonably acceptable to Landlord; required permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming as additional insureds the Landlord, the managing agent for the Premises, and such other Additional Insured Parties (as defined in Section 13) as Landlord may post notices designate for such purposes. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show the purpose of non-responsibility such Cable (i) every six (6) feet in locations behind walls, beneath floors, and above ceilings (specifically including, but not limited to, the electrical room risers), and (ii) at the termination point(s) of such Cable. “Cable” shall mean and refer to any electronic, fiber, phone and data cabling and related equipment that is installed by or upon for the Premises exclusive benefit of Tenant or any party acting under or through Tenant. Any changes to the plans and specifications, other than di minimus changes that are purely cosmetic, do not affect the Building structure or mechanical systems, and do not cause the cost of the Alterations to exceed $1,000,000 (which amount shall be increased by the same percentage as provided by law; the Index as of each Adjustment Date), must also be submitted to Landlord for its approval. Prior to commencing Alterations, Tenant shall provide Landlord with a copy of the contract for the Alterations and evidence satisfactory to Landlord as to the existence of all necessary permits (to the extent not previously provided). Alterations shall be (a) constructed in a good and workmanlike manner, (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Dateconsistent with first class standards, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs consist of materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system, (d) performed by contractors or mechanics whose labor union affiliations are not incompatible with those of any workers, contractors or subcontractors who may be employed, retained or engaged by the Landlord for the development and making of any alterations at the Premises, and who are otherwise reasonably approved by Landlord, (e) in accordance with the Tenant Construction Manual, if any, and (f) designed and performed in accordance with all applicable Laws. It shall be deemed reasonable for Landlord to withhold its consent to any Alteration that adversely affects a Building’s roof, structure, or systems, that is inconsistent with a first-class life science building, that results in an increase in gross floor area at the Premises or alteration of any Building footprint, that would violate any certificate of occupancy for the Building or any other permits or licenses relating to the Building, that would reduce the utility of the Premises for life sciences laboratory, research, and manufacturing purposes, or that is otherwise inconsistent with the requirements of this Section. Tenant shall reimburse Landlord for any third-party expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving the review, inspection, and coordination of ▇▇▇▇▇▇’s plans for Alterations and ▇▇▇▇▇▇’s performance thereof. Upon completion, Tenant shall furnish “as-built” plans (in CAD or other electronic format, if requested by Landlord) for Alterations, customary American Institute of Architects completion affidavits, full and final waivers of lien, any applicable certificate of occupancy for the space affected by such Alterations and other applicable municipal or local sign-offs and inspection reports, and any other items reasonably required by Landlord for closing out the particular work in question. Landlord’s approval of an Alteration shall not be paid solely deemed to be a representation by Tenant to Landlord prior to commencing that the Alteration complies with Law or will not adversely affect any AlterationsBuilding system.

Requirements. Landlord Tenant may condition its consent for any Alterations upon Tenant complying from time to time, at its expense with reasonable conditions expense, make such alterations (herein called "Alterations") in and requirementsto the Demised Premises, including preparation of all construction plansexcluding structural changes, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide reasonably consider necessary for the approval set forth conduct of its business in Section 17.1 (i) the Demised Premises, provided and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) upon condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirementsthat: (a) Following approval by Landlord the outside appearance of Alterations, Tenant the Building shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by lawnot be affected; (b) The the Alterations must use materials are to the interior of at least equal quality the Demised Premises and no part of the Building outside of the Demised Premises shall be affected; (c) the proper functioning of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected and the usage of such systems by Tenant shall not be increased; (d) before proceeding with any Alteration, Tenant shall submit to Leasehold Improvements at Landlord for Landlord's approval plans and specifications for the Commencement Datework to be done, and must be Tenant shall not proceed with such work until it obtains Landlord's approval; (e) Tenant shall pay to Landlord upon demand the reasonable cost and expense of Landlord in (i) reviewing said plans and specifications and (ii) inspecting the Alterations to determine whether the same are being performed in compliance accordance with the approved plans and specifications and all lawslaws and requirements of public authorities, ordinancesincluding, without limitation, the fees of any architect or engineer employed by Landlord for such purpose; (f) before proceeding with any Alteration Tenant shall obtain and deliver to Landlord either (i) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in New York), each in an amount equal to one hundred twenty five (125%) percent of the cost of the Alteration as estimated by a reputable contractor designated by Landlord and in form satisfactory to Landlord, or (ii) such other security as shall be satisfactory to Landlord; (g) Tenant shall fully and promptly comply with and observe the rules and regulation now or hereafter regulations of Landlord then in effect and in a manner such that they will not interfere force with respect to the quiet enjoyment making of the other tenants in the ComplexAlterations; and (ch) All costs and expenses incurred by Landlord in alteringwith respect to Alteration or improvement work costing more than $5,000, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant agrees to pay to Landlord prior to commencing any Alterations.or Landlord's managing

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any alterations, additions, or improvements ("Alterations") in, on, or to the Project or any part thereof without the prior written consent of Landlord. Subject to the remaining provisions of this Article 13, Tenant shall have the right, without the need of written consent from (but with prior written notice to) Landlord, to make Alterations provided (i) the Alterations are nonstructural, do not impair the strength of any Building or any part thereof and are not visible from the exterior of the Premises; (ii) the Alterations do not affect the proper functioning of the HVAC System, mechanical, electrical, sanitary or other utilities, systems and services of any Building; (iii) materials used are consistent with the existing materials in the Premises and comply with Building standards as established by Landlord, and do not include any Hazardous Materials; and (iv) the cost of any such individual Alteration does not exceed $25,000.00. Whether or not Landlord's consent is required for any Alterations upon Alterations, (i) Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings shall provide to Landlord final plans and specifications for approval by Landlordthe Alterations and (with respect to Alterations for which Landlord has the right of consent) Landlord shall have approved in writing such plans and specifications and all contractors who will perform the Alterations (and, to the extent that such contractors are licensed and bondable, such consent shall not be unreasonably withheld); the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) Tenant pays to Landlord a fee for Landlord's indirect costs, field supervision or coordination in connection with the Alterations equal to a reasonable hourly fee for the time spent on such matters; and (iii) for Alterations requiring Landlord's consent only and for which Landlord reasonably determines that the cost to repair and restore the Premises (1) with respect to removal of such Alteration alone will exceed $500,000.00, or (y2) condition Tenant’s willingness with respect to do removal of such Alteration together with costs for removal of all prior Alterations made by Tenant will exceed $500,000.00 in the Alteration on aggregate, then, if requested by Landlord’s written agreement that , Tenant can shall provide for added security (including without limitation providing an additional Letter of Credit or depositing with Landlord cash security) as Landlord may reasonably require for any obligations of Tenant to remove the Alteration such Alterations and repair any damage and accomplish any restoration caused thereby at the end expiration or earlier termination of the Lease Term. Tenant shall obtain Unless all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with of the following requirements: (a) Following approval by Landlord of Alterationsforegoing conditions are satisfied, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in not have the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality right to Leasehold Improvements at the Commencement Datemake such Alterations, and must be performed Landlord shall have the right to withhold its consent to the Alterations in compliance with all laws, ordinances, rules Landlord's sole and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsabsolute discretion.

Requirements. Landlord may condition its consent for No pet will be permitted to disturb the health, safety, rights, comfort, quiet or peaceful enjoyment of other tenants. Accordingly tenant shall ensure that pets refrain from excessive barking, jumping, scratching, whining, or any Alterations upon Tenant complying at its expense other sounds. • Ensure that the pet shall not create any conflict or disturbance with reasonable conditions others and requirements, including preparation of all construction plans, drawings will not threaten any physical harm to anyone. • Tenants agree to keep their pet from being unnecessarily noisy or aggressive and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery /or causing any annoyance or discomfort to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termothers. Tenant shall obtain all necessary permits for remedy immediately any Alterations as its sole obligation and expense, and strictly complaints made through the Owners or Manager. • To comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable statutes, ordinances, restrictions, owners’ association rules and regulation now other enforceable regulations regarding any pet. • Tenant agrees to notify METRO LIVING, LLC of any violation of the addendum by another tenant or hereafter his/her pet. • To keep the rabies shots of any pet current. • Pet shall be properly maintained, licensed, and inoculated as required by local, county, or state statute, ordinance, or health code. • Tenants agree to adhere to local ordinances, including leash and licensing requirements. • Pet shall display owner identification and current inoculation tags at all times. • Tenants agree to furnish the Owners with a picture of their pet. • To confine any pet that is a dog or cat, when outside, on leashes under Tenants control and to confine any pet other than dog or cat in effect appropriate cages at all times. • Pet shall be restrained at all times when not in apartment, but not tethered when it’s outside their dwelling. Unsupervised and/or unrestrained animals in any common area are strictly prohibited. • No vicious or dangerous animals are permitted. Tenants agree to keep their pet under control at all times. • To keep the pet from damaging any property belonging to the Owner's or others. • Tenant assumes all responsibility and is strictly liable for any and all amount of any injury to any person or property as a result of the pet or its actions and tenant shall indemnify Owner's for all costs of litigation and attorney’s fees resulting from the same. • To hold the Owner's harmless from all liability arising from the tenant’s ownership or keeping of the pet, including but not limited to any liability resulting form the Owner's turning said pet over to local pet policing authorities should pet be found unsupervised. • Tenant may not abandon the pet or leave it unattended for an extended/unreasonable period of time. • To promptly remove any pet waste from the property, including all living areas, garages, storage areas, yards, porches, patios, courtyards, decks. • Tenant agrees to clean up after dog (s)/ pet (s) immediately and properly dispose of all waste into nearest outdoor trash. • No pet is permitted to urinate or defecate on any unprotected floor. • Used litter will be double bagged and disposed of in the nearest outdoor trash respectable and NOT disposed of down the toilet regardless of product’s claim of “flushablility”. All litter boxes must be placed on a protective/ plastic floor covering and maintained in a manner such proper and sanitary condition. • Any odor resulting from any pet is considered a nuisance and is strictly prohibited. • To control flea infestation and exterminate if necessary, and upon demand, in any and all areas affected with full cost to be paid by tenant. • All food and water bowls must be placed on a protective/ plastic floor covering. • Tenants agree not to leave food or water for their pet or any other animal outside their dwelling where it may attract other animals. • No visiting or temporary boarding pets. • Tenants must remove or confine any pet at any time that they will not interfere with the quiet enjoyment pet is likely to limit or prohibit Owner's or other persons access to property as permitted by the lease. • To immediately pay for any injury, damage, loss, or expense caused by the pet. In this regard, it is expressly understood that at no time shall the tenant apply any part of the other tenants in pet deposit towards such amounts due, but rather, the Complex; and (c) All costs tenant shall make restitution immediately and expenses incurred by Landlord in altering, repairing or replacing any portion of separately from the Premises, Building or Complex in connection with approving any Alterations pet deposit. It is further understood that such restitution shall be made over and above any rent or deposit paid solely in accordance with this pet addendum. • Tenant understands that this list is subject to change as deemed necessary by Tenant the Owner's. • Tenants agree that the Owners reserve the right to Landlord prior revoke permission to commencing any Alterationskeep the pet should the tenants break this agreement.

Requirements. Landlord may condition its consent for Prior to starting work on any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give furnish Landlord at least ten days’ prior Notice with two (2) complete sets of commencement of work professionally prepared working drawings (which shall include any architectural, structural, electrical, mechanical, computer system wiring, and telecommunication plans, which shall all be in CAD or other electronic format if requested by Landlord), and will be consistent with the construction methods and procedures manual attached hereto as Exhibit K, as amended from time to time for the Premises so that (the “Tenant Construction Manual”); names of contractors reasonably acceptable to Landlord; required permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming as additional insureds the Landlord, the managing agent for the Premises, and such other Additional Insured Parties (as defined in Section 13) as Landlord may post notices designate for such purposes. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show the purpose of non-responsibility such Cable (i) every six (6) feet in locations behind walls, beneath floors, and above ceilings (specifically including, but not limited to, the electrical room risers), and (ii) at the termination point(s) of such Cable. “Cable” shall mean and refer to any electronic, fiber, phone and data cabling and related equipment that is installed by or upon for the Premises exclusive benefit of Tenant or any party acting under or through Tenant. Any changes to the plans and specifications, other than di minimus changes that are purely cosmetic, do not affect the Building structure or mechanical systems, and do not cause the cost of the Alterations to exceed $1,000,000 (which amount shall be increased by the same percentage as provided by law; the Index as of each Adjustment Date), must also be submitted to Landlord for its approval. Prior to commencing Alterations, Tenant shall provide Landlord with a copy of the contract for the Alterations and evidence satisfactory to Landlord as to the existence of all necessary permits (to the extent not previously provided). Alterations shall be (a) constructed in a good and workmanlike manner, (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Dateconsistent with first class standards, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs consist of materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system, (d) performed by contractors or mechanics whose labor union affiliations are not incompatible with those of any workers, contractors or subcontractors who may be employed, retained or engaged by the Landlord for the development and making of any alterations at the Premises, and who are otherwise reasonably approved by Landlord, (e) in accordance with the Tenant Construction Manual, if any, and (f) designed and performed in accordance with all applicable Laws. It shall be deemed reasonable for Landlord to withhold its consent to any Alteration that adversely affects a Building’s roof, structure, or systems, that is inconsistent with a first-class life science building, that results in an increase in gross floor area at the Premises or alteration of any Building footprint, that would violate any certificate of occupancy for the Buildings or any other permits or licenses relating to the Buildings, that would reduce the utility of the Premises for life sciences laboratory, research, and manufacturing purposes, or that is otherwise inconsistent with the requirements of this Section. Tenant shall reimburse Landlord for any third-party expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving the review, inspection, and coordination of T▇▇▇▇▇’s plans for Alterations and T▇▇▇▇▇’s performance thereof. Upon completion, Tenant shall furnish “as-built” plans (in CAD or other electronic format, if requested by Landlord) for Alterations, customary American Institute of Architects completion affidavits, full and final waivers of lien, any applicable certificate of occupancy for the space affected by such Alterations and other applicable municipal or local sign-offs and inspection reports, and any other items reasonably required by Landlord for closing out the particular work in question. Landlord’s approval of an Alteration shall not be paid solely deemed to be a representation by Tenant to Landlord prior to commencing that the Alteration complies with Law or will not adversely affect any AlterationsBuilding system.

Requirements. Landlord Tenant shall not make or suffer to be made any alterations, additions, or improvements in, on, or to the Premises or any part thereof which would require a building permit without the prior written consent of Landlord, which shall not be reasonably withheld, conditioned or delayed; except that Tenant may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions replace floor coverings, wall coverings, reconfigure interior improvements and requirementsnon-load bearing interior walls, including preparation of all construction plans, drawings and specifications for approval by Landlord; re-paint the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Premises without Landlord’s consent. Subject to Section 11.2 hereof, Tenant may (x) ask Landlord any such alterations, additions, or improvements in, on, or to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approvesaid Premises, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition except for Tenant’s willingness to do the Alteration on movable furniture, trade fixtures and equipment, shall immediately become Landlord’s written agreement that Tenant can remove the Alteration property and, at the end of the Lease Termterm hereof, shall remain on the Premises without compensation to Tenant. If Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at Tenant’s sole cost and expense, in accordance with plans and specifications approved by Landlord, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall require any party performing work on or at the Premises to comply with Landlord’s reasonable insurance requirements. Tenant shall obtain all necessary required governmental permits and authorizations for any Alterations as its sole obligation such work and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of cause all such work to be completed in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use a good and workmanlike manner, free from defective materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all building, zoning, and other laws, ordinances, rules rules, and regulation now regulations. If the alterations, additions or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred improvements shall be made by Landlord in alteringfor Tenant’s account, repairing Tenant shall reimburse Landlord for the cost thereof within thirty (30) days after receipt of a statement, setting forth the actual cost of such alterations, additions or replacing any portion of improvements. At the time consent is given to Tenant to make an improvement to the Premises, Building Landlord shall indicate in writing whether or Complex not removal, repair and restoration will be required with respect to such improvement upon the expiration or earlier termination of this Lease. If Landlord’s consent is not required for said alteration, upon Tenant’s request, Landlord shall state in connection with approving any Alterations writing whether proposed alterations, additions or improvements must be removed upon the expiration or sooner termination of the Lease Term. Except for those items defined as Tenant’s property in Section 11.2 of this Lease, all of the initial improvements to be installed pursuant to Exhibit “B” shall immediately become Landlord’s property and, at the end of the term hereof, shall remain on the Premises without compensation to Tenant, except for removable trade fixtures and the items described in Exhibit “F” hereto, which shall be paid solely considered Tenant’s property and Tenant may remove or leave said items on the Premises at Tenant’s sole option. After the expiration or sooner termination of the Lease Term and upon demand by Tenant to Landlord prior to commencing any Alterations.made no later than thirty (30) days after such expiration or earlier termination, Tenant

Requirements. Landlord (A) All coverages in the Insurance Policies shall be primary and any coverage Purchaser may condition have in any of its consent own insurance policies shall not be considered contributory. (B) Contractor shall: (a) forthwith upon receipt of the Form and upon the renewal of any Insurance Policy, provide to Purchaser certificates of insurance for any Alterations upon Tenant complying at its expense with reasonable conditions all Insurance Policies showing Contractor and requirements, including preparation Purchaser as insured persons where required and showing required waivers of all construction plans, drawings subrogation and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval coverage set forth in Section 17.1 this Schedule A. Such coverage shall include all Contractor’s employees and their equipment and vehicles used at Purchaser’s premises in connection with this Service Order, if any. Either such certificates will show all Contractor Parties as insured persons or Contractor will obtain certificates for the same required insurance from its Contractor Parties (i) including all required hold harmless agreements and if Landlord does not so approvewaivers of subrogation), and provide same to Purchaser. The certificates will show that all insurers shall give Purchaser prior written notice of cancellation or material amendment of any Insurance Policy. Should Contractor fail to take out and maintain said Insurance Policies or provide said certificates of insurance as and when required by this Service Order, Contractor will indemnify and hold harmless Purchaser for any loss suffered or incurred by Purchaser resulting from any shortfall in writing, it insurance; and Purchaser shall be deemed that Tenant must remove entitled, at its discretion, to withhold any payments owing to Contractor until such time as Contractor provides the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end required certificates of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; insurance; (b) The Alterations must use materials promptly notify Purchaser of at least equal quality any proposed amendment or any pending or actual non-renewal of any of the Insurance Policies which reduces the insurance coverage provided thereunder to Leasehold Improvements at the Commencement Dateless than what has been stipulated in this Schedule A, and must be performed shall not agree to any such amendment or non-renewal without first obtaining the approval in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment writing of the other tenants in the ComplexPurchaser; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion ensure that all conditions of the PremisesInsurance Policies are complied with at all times; (d) not do or omit to do anything which might impair the cover under the Insurance Policies or prejudice any claim thereunder and as soon as practical, Building or Complex notify Purchaser of any occurrence at Purchaser’s premises of which it is aware that may give rise to a claim under any Insurance Policy and thereafter keep Purchaser informed of developments concerning the claim; (e) promptly notify Purchaser if the insurer gives notice of cancellation in connection with approving respect of any Alterations shall be paid solely by Tenant to Landlord prior to commencing Insurance Policy; and (f) immediately notify Purchaser of any Alterationsevent which may result in any of the Insurance Policies being cancelled.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval a. You agree to abide by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end then-current “Rules of the Lease TermRoad” posted on Epic’s user web site, which apply to the Care Everywhere Network. Tenant shall obtain all necessary permits for any Alterations The current Rules of the Road are attached as its sole obligation Exhibit A to this Addendum and expense, and strictly may be revised as provided in the Rules of the Road. Failure to comply with the following requirements:Rules of the Road may result in Epic (or the Governing Council, as explained in Section 3) taking appropriate action consistent with the policies and procedures of the Rules of the Road, and You agree to accept any determination made or action taken by Epic or the Governing Council pursuant to this Addendum or the Rules of the Road, as applicable, concerning violations of this Addendum or the Rules of the Road. (a) Following approval by Landlord of Alterationsb. If You use Care Everywhere, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work You agree that, except as provided in the Premises so Rules of the Road, You will not restrict any other Care Everywhere Customer who follows the above-mentioned Rules of the Road from obtaining any of the patient information available through Care Everywhere. c. You may not make any modifications to any of the Code for Care Everywhere or to any Epic- released records related to Care Everywhere, which includes without limitation, restricting any other Care Everywhere Customer from obtaining any of the patient information available through Care Everywhere. d. Use of Care Everywhere with a Non-Network Connection requires that Landlord may post notices of nonYou have enabled and are using the functionality that allows You to respond to Care Everywhere queries for patient information from other Care Everywhere Customers. e. You understand it is Your responsibility (and not Epic’s) to determine and establish, along with each Non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement DateNetwork Connection, under what circumstances, standards, and must terms patient information will be performed in exchanged with that Non-Network Connection. In addition, You agree to be responsible for compliance with all lawsthe laws applicable to You (including implementing HIPAA compliant privacy and security measures) regarding the use, ordinancesdisclosure, rules and regulation now or hereafter exchange of patient information with Your Non-Network Connections. If, in effect and the future, there is a network that permits a Non-Network Connection to connect to the Care Everywhere Network, then You understand that participation in a manner such that they will not interfere with network would be subject to the quiet enjoyment then-current Rules of the Road and may require that You and the Non-Network Connection enter into a separate agreement with Epic. f. You agree to implement security and access measures with respect to Your communication infrastructure for Care Everywhere, including access to the communication servers and the digital certificates used to validate You as a Care Everywhere Customer, that are HIPAA compliant. In addition, You understand that Care Everywhere includes certain privacy, security, and authorization configuration settings such as user privileges, restricted department, and authorization requirement settings, as well as other tenants configuration settings, that need to be configured based on Your workflows and implementation of the Program Property, and You agree to review the available configuration settings in the Complex; and (c) All costs current and expenses incurred by Landlord subsequent versions of Care Everywhere, determine the appropriate settings for Your use of Care Everywhere, and then configure and test Care Everywhere in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsYour system.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying shall, at its expense expense, comply with, or cause to be complied with, all insurance requirements imposed by insurers providing insurance to Tenant hereunder, and all current and future laws, statutes, ordinances and regulations of federal, state, county and, municipal authorities including, but not limited to, the Americans With Disabilities Act (collectively, "Laws"), the Covenants and Agreements and those to which the Premises or this Lease is later made in accordance with reasonable conditions this Lease, which shall impose any duty or obligation on the Premises or the owner thereof including, but not limited to, a duty to construct additional improvements or modify the Improvements or with respect to the conduct of Tenant's business therein to the extent the last date for mandatory compliance falls within the Term; provided, however, in the event of a required compliance with laws if two (2) years or less remain in the Term and requirementsthe cost of a mandated improvement or alteration (competitively bid) exceeds the sum of One Hundred Thousand and No/100 Dollars ($100,000.00), including preparation Tenant may, unless nullified by Landlord as provided in Section 13.2 hereof, terminate the Lease effective upon ninety (90) days notice to Landlord and in the event of such termination shall have no obligation to construct such additional improvements or modify the Improvements to comply with such laws. Tenant shall, together with its notice of termination, provide Landlord with copies of all construction plans, drawings bids secured by Tenant to perform such improvement or alteration and any plans or specifications prepared by or for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and have the right at Tenant's own expense, to object to and strictly comply appeal from any administrative or judicial decision requiring compliance and Landlord shall cooperate at Tenant's expense with any such appeal and/or objection by Tenant. In the event compliance shall require improvements or alterations to the Premises during the Term and Tenant is obligated to perform the same as provided for in this Section 13.1, Tenant shall, at Tenant's sole expense, construct such improvements in accordance with the following requirements: (a) Following approval by Landlord provisions for Tenant's alterations contained in Article IX of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any alterations, additions, or improvements (“Alterations”) in, on, or to the Project or any part thereof without the prior written consent of Landlord. Subject to the remaining provisions of this Article 13, Tenant shall have the right, without the need of written consent from (but with prior written notice to) Landlord, to make Alterations provided (i) the Alterations are nonstructural, do not impair the strength of the Building or any part thereof, are not visible from the exterior of the Premises, and do not affect the storefront, exterior walls or roof of the Premises; (ii) the Alterations do not affect the proper functioning of the HVAC systems, mechanical, electrical, sanitary or other utilities, systems and services of the Building; (iii) materials used are consistent with the existing materials in the Premises and comply with Building standards as established by Landlord, and do not include any Hazardous Materials; and (iv) the cost of any such individual Alteration does not exceed $10,000.00. Whether or not Landlord’s consent is required for any Alterations upon Alterations, (a) Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings shall provide to Landlord final plans and specifications for approval the Alterations and (with respect to Alterations for which Landlord has the right of consent) Landlord shall have approved in writing such plans and specifications and all contractors who will perform the Alterations (and, to the extent that such contractors are licensed and bondable, such consent shall not be unreasonably withheld, conditioned or delayed); (b) Tenant pays to Landlord a fee for Landlord’s indirect costs, field supervision or coordination in connection with the Alterations equal to a reasonable hourly fee for the time spent on such matters; (c) if requested by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant shall provide for added security (including without limitation increasing the Security Deposit) as Landlord may (x) ask Landlord reasonably require for any obligations of Tenant to provide the approval set forth in Section 17.1 (i) remove such Alterations and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration repair any damage and accomplish any restoration caused thereby at the end expiration or earlier termination of the Lease Term. ; and (d) before proceeding with any Alteration which will cost more than $50,000.00, at Landlord’s option, Tenant shall obtain and deliver to Landlord a performance bond and/or a labor and materials payment bond for the benefit of Landlord, issued by a corporate surety licensed to do business in California in an amount equal to one hundred twenty-five percent (125%) of the estimated cost of the Alterations and in form satisfactory to Landlord. Unless all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with of the following requirements: (a) Following approval by Landlord of Alterationsforegoing conditions are satisfied, Tenant shall give not have the right to make such Alterations, and Landlord shall have the right to withhold its consent to the Alterations in Landlord’s sole and absolute discretion. If any governmental entity requires, as a condition to any proposed Alteration, that improvements be made to other portions of the Building or the Common Areas, and if Landlord consents to such other improvements, then Tenant shall, at least ten days’ prior Notice of commencement of work Tenant’s sole expense, make such required improvements in the Premises so that such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord’s contractors) as Landlord may post notices of non-responsibility require in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsits sole discretion.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsAny alterations, including preparation of all construction plans, drawings and specifications for approval additions or installations performed by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may Lessee (xhereinafter collectively "alterations") ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Lessee; (b) Prior to commencement of any work of alteration, Lessee shall submit detailed plans and specifications, including working drawings (hereinafter referred to as "Plans"), of the proposed alterations, which shall be subject to the consent of Lessor in accordance with the terms of Section 21.1 above; (c) Following approval of the Plans by Landlord of AlterationsLessor, Tenant Lessee shall give Landlord Lessor at least ten (10) days’ ' prior Notice written notice of commencement of work in the Leased Premises so that Landlord Lessor may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alterations shall be commenced without Lessee having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with the Plans previously approved by Lessor and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations is to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (f) Lessee must obtain the prior written approval from Lessor for Lessee's contractor prior to commencement of the work. Lessee's contractor shall maintain all of the insurance reasonably required by Lessor, including, without limitation, commercial general liability and workers' compensation. The limits of such insurance shall be the same as those specified in Article 11; (g) As a condition of approval of the alterations, Lessor may require performance and labor and materialmen's payment bonds issued by a surety approved by Lessor, in a sum equal to the cost of the alterations guarantying the completion of the alterations free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Lessor as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alterations must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants lessees in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent In order to qualify for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsthe [DELETE], including preparation Dialysis Center’s aggregate Qualified Purchases of EPOGEN® by all construction plansAffiliates as listed on Appendix B on the Commencement Date of this Agreement [DELETE] must equal or exceed [DELETE]. For purposes of calculating the [DELETE], drawings and specifications for approval Qualified Purchases of EPOGEN® made by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawingsacquired Affiliates shall be derived using Amgen’s [DELETE]. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord [DELETE]. If either of these criteria is not met during [DELETE], Dialysis Center will not qualify for the [DELETE]. In order to participate in the [DELETE], Dialysis Center must also provide the approval set forth following data items to Amgen or to a data collection vendor specified [DELETE], and no later than [DELETE]. In those cases in Section 17.1 (i) and if Landlord does not so approvewhich Amgen directs Dialysis Center to submit [DELETE], in writing, it Dialysis Center shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end [DELETE] so long as it does so [DELETE], regardless of the Lease Term[DELETE] to Amgen: i) [DELETE]. Tenant shall obtain all necessary permits Amgen may utilize the Data for any Alterations as its sole obligation and expenselegal purpose, and strictly comply reserves the right to audit all Data, provided that any audit shall not permit access to information disclosing the identity of any patient. Under no circumstances should the Data include any patient identifiable information including, without limitation, name, complete social security number, address or birth date. The identity of the Affiliate and of the account submitting the Data and any association with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) Data will remain confidential. The Alterations [DELETE] test results must use materials of at least equal quality to Leasehold Improvements at the Commencement Datebe derived from [DELETE] taken immediately before dialysis treatment using any [DELETE], and must be performed in compliance with all laws, ordinances, rules reported to the [DELETE] and regulation now or hereafter in effect and must be submitted [DELETE] in a manner such that they will format acceptable to Amgen. Hand written reports are not interfere with the quiet enjoyment acceptable; electronic submission of the other tenants Data is preferred. ii) upon execution of this Agreement, Dialysis Center shall simultaneously provide to Amgen an executed “Certification Letter”, a copy of which is attached hereto as Exhibit #1. Amgen hereby acknowledges that it has received such required Certification Letter, in form and substance satisfactory to Amgen. Delivery of such Certification Letter shall serve to qualify Dialysis Center’s participation in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion [DELETE] throughout the Term of this Agreement for the limited purpose of certification of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant accuracy of the data submitted to Landlord prior to commencing any AlterationsAmgen hereunder.

Requirements. Landlord may condition its consent All insurance provided for any Alterations upon Tenant complying at its expense with reasonable conditions in this Master Lease shall (I) be maintained under valid and requirementsenforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of the Premises is located and having general policyholders and financial ratings of not less than "A-" and "X", including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approverespectively, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expensethen current Best's Insurance Report, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials a claims paying ability rating from S&P of at least equal quality AA and the equivalent rating of at least one other rating agency, unless in either case Landlord agrees in the exercise of its reasonable judgment that the required insurance would not be available to Leasehold Improvements Tenant on commercially reasonable terms from insurers with such ratings, (II) name Landlord as an additional insured and, for the casualty policy referenced in this Section 6.1, as the owner and loss payable beneficiary, (III) be on an "occurrence" basis, or, to the extent such insurance is not available at commercially reasonable rates in Landlord's reasonable judgment, on a "claims-made" basis, (IV) cover all of Tenant's operations at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now applicable Facility or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building (V) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord, unless Landlord shall agree, in its reasonable judgment, that insurance is not available to Tenant on such terms at commercially reasonable rates, and (VI) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant's insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or Complex either of them, may have by reason of any provision in connection with approving any Alterations policy issued to them, provided such waiver does not thereby invalidate such policy. Original policies or satisfactory insurer certificates evidencing the existence of the insurance required by this Master Lease and showing the interest of Landlord shall be paid solely by Tenant provided to Landlord it prior to commencing the commencement of the Term or, for a renewal policy, not less than ten (10) days prior to the expiration date of the policy being renewed. If Landlord is provided with a certificate, it may demand that Tenant provide a complete copy of the related policy within ten (10) days. Landlord shall review each such policy or certificate and, within a reasonable time following its receipt thereof, notify Tenant in writing whether the insurance evidenced by such policy or certificate complies with the requirements of this Master Lease. During the Term, Tenant shall maintain the following insurance and any Alterationsclaims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: FIRE AND EXTENDED COVERAGE with respect to each Facility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any other risks normally covered under an extended coverage endorsement, in amounts that are not less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); COMMERCIAL GENERAL PUBLIC LIABILITY COVERAGE with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; PROFESSIONAL LIABILITY COVERAGE with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; WORKER'S COMPENSATION COVERAGE with respect to each Facility for injuries sustained by Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; BOILER AND PRESSURE VESSEL COVERAGE with respect to each Facility on any fixtures or equipment which are capable of bursting or exploding, in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; BUSINESS INTERRUPTION AND EXTRA EXPENSE COVERAGE with respect to each Facility for loss of rental value for a period not less than one (1) year, provided that, so long as Tenant continues to pay all Rent and other amounts due hereunder and no other Event of Default exists, Tenant shall be entitled to receive all proceeds of such business interruption insurance; and DEDUCTIBLES/SELF-INSURED RETENTIONS for the above policies shall not be greater than Fifty Thousand Dollars ($50,000), and Landlord shall have the right at any time to require a lower such amount or set higher policy limits, to the extent commercially available and reasonable and customary for similar properties. At such times and only so long as policies of insurance with deductibles or self-insured retentions not greater than FIFTY THOUSAND DOLLARS ($50,000) are generally not available to operators of assisted living facilities owned by institutional landlords and similar to the Facilities at commercially reasonable rates, as jointly determined by Landlord and Tenant in their respective reasonable judgment, the deductibles or self-insured retentions on the policies of insurance required hereunder may be in such greater amount, as jointly determined by Landlord and Tenant in their respective reasonable judgment, that would result in the applicable policies being available at commercially reasonable rates, not to exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000).

Requirements. Tenant shall not make any replacement, alteration, ------------- improvement or addition to or removal from the Premises (collectively an "Alteration") that shall either (a) cost in excess of $10,000 or (b) affect a Building system, or the Building structure or external appearance without the prior written consent of Landlord, which consent shall not be unreasonably withheld unless such Alteration affects the structure or systems of the Building or affects the exterior appearance of the Building. Alterations permitted hereunder without the consent of Landlord will be referred to as "Permitted Alterations." In the event Tenant proposes to make any Alteration that is not a Permitted Alteration, Tenant shall, prior to commencing such Alteration, submit to Landlord for prior written approval: i. detailed plans and specifications; ii. the names, addresses and copies of contracts for all contractors (other than subcontractors who shall supply materials or services costing less than $5000 in connection with said work); iii. all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; iv. certificates of insurance in form and amounts required by Landlord, naming Landlord, its managing agent, and any other parties designated by Landlord as additional insureds; and v. all other documents and information as Landlord may condition its consent reasonably request in connection with such Alteration. Tenant agrees to pay Landlord's reasonable charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the Alteration. Neither approval of the plans and specifications for approval nor supervision of the Alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such Alteration with applicable law. Tenant shall pay the entire cost of the Alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the Alteration, security for the payment and subcontractors completion of the Alteration in form and amount reasonably required by Landlord. Each Alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials reasonably established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each Alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable governmental laws and regulations and insurance company requirements. Each Alteration that is not a Permitted Alteration shall be performed under Landlord's supervision, ordinances, rules and regulation now or hereafter in effect and in a manner harmony with Landlord's employees, contractors and other tenants. Each Alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere Alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred Section 14 of this Lease, which required removal shall be specified by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant when Landlord consents to Landlord prior to commencing any Tenant's requested Alterations.

Requirements. Tenant shall not make or suffer to be made any alterations, additions, or improvements (“Alterations”) in, on, or to the Premises or any part thereof without the prior written consent of Landlord. Landlord may condition will not unreasonably withhold its consent for to any Alterations upon Tenant complying at its expense with reasonable conditions provided (i) the Alterations are nonstructural, do not impair the strength of the Building or any part thereof, and requirementsare not visible from the exterior of the Premises; (ii) the Alterations do not affect the proper functioning of the heating, including preparation ventilating and air conditioning (“HVAC”), mechanical, electrical, sanitary or other utilities, systems and services of all construction plansthe Building, drawings or increase the usage thereof by Tenant; (iii) Landlord shall have approved the final plans and specifications for approval by Landlord; the use of Alterations and all contractors and subcontractors approved by Landlord; who will perform the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery alterations;(iv) Tenant pays to Landlord of duplicate originals of all marked construction drawings. In requesting a fee for Landlord’s consentindirect costs, Tenant may field supervision, or coordination in connection with the Alterations equal to five percent (x5%) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply actual cost of such Alterations; (v) materials used are consistent with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work existing materials in the Premises so that and comply with Building Standards; and (vi) before proceeding with any Alteration which will cost more than $10,000, Tenant obtains and delivers to Landlord may post notices a performance bond and a labor and materials payment bond for the benefit of non-responsibility Landlord, issued by a corporate surety licensed to do business in or upon Oregon each in an amount equal to one hundred ten percent (110%) of the Premises as provided by law; (b) The estimated cost of the Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner form satisfactory to Landlord, or such that they will not interfere with the quiet enjoyment other security as shall be reasonably satisfactory to Landlord. Unless all of the other tenants foregoing conditions are satisfied, Landlord shall have the right to withhold its consent to the Alterations in the Complex; and (c) All costs Landlord’s sole and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsabsolute discretion.

Requirements. Landlord may condition its consent Tenant’s request for approval of any proposed Major Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation shall be accompanied by a full set of all construction plans, drawings complete plans and specifications for approval such proposed Major Alterations for Landlord’s review. All Minor Alterations, and all Major Alterations consented to by Landlord, shall be completed by Tenant at Tenant’s sole cost and expense: (i) with due diligence, in a good and workmanlike manner; the use of contractors (ii) in compliance with plans and subcontractors specifications approved by Landlord; (iii) in compliance with the delivery of performance construction rules and payment bonds showing regulations promulgated by Landlord as a beneficiaryfrom time to time; (iv) in accordance with all applicable Laws (including all work, whether structural or non-structural, inside or outside the Premises, required to comply fully with all applicable Laws and necessitated by Tenant’s work); and the delivery (v) subject to all conditions which Landlord of duplicate originals of all marked construction drawings. In requesting may in Landlord’s consent, discretion impose. Such conditions may include requirements for Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 to: (i) and if Landlord does not so approveprovide payment or performance bonds or additional insurance (from Tenant or Tenant’s contractors, in writingsubcontractors or design professionals); and, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) use contractors or subcontractors designated by Landlord (y) condition Tenant’s willingness provided that Tenant shall have the right to do require that Landlord designate more than a single contractor if the Alteration contractor designated by Landlord charges materially more than would be consistent with the charges of similar contractors in the marketplace). No demolition work, core drilling, nailing or other work which could cause noise or vibration to be heard or felt outside of the Premises shall be performed before the hour of 9:00 a.m. or after the hour of 5:00 p.m. on any day of the week. With respect to any Alterations that affect the structure of the Building or its electrical, plumbing, HVAC, security or other systems, at Landlord’s written agreement that Tenant can remove option the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely made by Landlord, or by a contractor specified by Landlord, for Tenant’s account and Tenant to shall reimburse Landlord prior to commencing any Alterationsfor the commercially reasonable cost thereof (including a reasonable charge for Landlord’s overhead), within twenty (20) days after receipt of a statement from Landlord therefore.

Requirements. Landlord’s review and approval of any plans and specifications or consent to the performance of work described therein (if such consent is required hereunder) shall not be deemed an agreement by Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction that such plans, drawings specifications and work conform with all applicable Legal Requirements and requirements of the insurers of the Building (“Insurance Requirements”), shall not be deemed a waiver of Tenant’s obligations under this Lease with respect to Legal Requirements and Insurance Requirements and shall not impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance with Legal Requirements or Insurance Requirements of such plans, specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery work. Tenant agrees to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask permit Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in within the Premises. Upon completion of any material improvements, Tenant shall provide Landlord with final release of lien forms executed by all major contractors, subcontractors, laborers and materials suppliers. If, notwithstanding the foregoing, any mechanic’s or upon materialmen’s lien is filed against the Premises, the Building, the Project and/or the Land, for work claimed to have been done for, or materials claimed to have been furnished to, the Premises on Tenant’s account, such lien shall be discharged by Tenant within thirty (30) days after Tenant has notice thereof, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a surety bond in form legally sufficient to discharge the lien. If Tenant shall fail to discharge any such mechanic’s or materialmen’s lien, Landlord may, at its option, discharge such lien and treat the out-of-pocket cost thereof (including reasonable attorneys’ fees incurred in connection therewith) as provided Additional Rent payable with the next monthly installment of Base Rent falling due. It is understood and agreed that any improvements to the Premises shall be conducted on behalf of Tenant and that Tenant shall be fully responsible therefor. It is further agreed that if Landlord gives its written consent to the making of any improvements to the Premises, such written consent shall not be deemed to be an agreement or consent by law; Landlord to subject its interest in the Premises, the Building or the Land to any mechanic’s, materialmen’s or other liens that may be filed in connection therewith. Upon completion of any improvements by Tenant for which consent is required hereunder, Tenant shall provide Landlord with as-built architectural plans showing the work including electrical, plumbing and mechanical systems. Notwithstanding the foregoing, no improvements of any kind shall be made that would (bi) The Alterations must use materials decrease the size of at least equal quality the Premises or any part thereof, (ii) materially diminish the value of the Project, (iii) give or purport to Leasehold Improvements at give to any third party any easement or right of way, or license to the Commencement DatePremises or Property except as otherwise described in Section 11.2 or otherwise in this Lease, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not (iv) interfere with the quiet enjoyment business operations of Landlord or another tenant or occupant of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsBuilding.

Requirements. Landlord they are unable to read due to blindness/illiteracy through no fault of their own are unable to have any understanding of the purport of a particular document.164 Incorporation by Notice: Unsigned Document: Examples of written contractual documents not signed by the contracting parties: tickets for transport fares car park tickets tickets for entry to performance, amusement park etc brochure given to bidders at auctions describing the lots to be auctioned Quotations given by tradespersons may condition its consent for any Alterations upon Tenant complying at its expense with only be signed by one of the contracting parties. Often the written will contain terms which include a clause that excludes one party from liability should harm, injury or loss occur in the course of the contractual agreement. As both parties have not signed the written document, the rule in L’Estrange v F Graucob Ltd (160) will NOT applied.165 If the terms are to form part of the agreement, there must be other evidence that the parties have assented to the terms. Reasonable Steps Taken By Defendant By taking the document without objecting to or discussing the terms, the plaintiff can be regarded as having assented to them, and will be regarded as having been bound by them.166 If the document is NOT one that a reasonable conditions person would regard as contractual, and requirementsNO extra steps have been taken by the defendant to advise that the document contains contractual terms, including preparation of all construction plansthe plaintiff would not ordinarily be bound by the written terms. Where the defendant wants to show that the plaintiff is bound by the terms, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; onus is on the delivery of performance and payment bonds showing Landlord defendant to demonstrate that the document was not delivered to the plaintiff merely as a beneficiary; voucher or receipt, but as a contractual document. There may be some circumstances in which the plaintiff will NOT be bound by its terms even if the document is ordinarily regarded as contractual: If Notice on ticket directing passenger to conditions on the back is illegible If document is folded so as to indicate it does not contain contractual terms If ticket sets out only the place of departure and destination on the front, and the delivery terms are printed on the other side. If a document contains a term unusual for that kind of contract, or is particularly harsh, the mere handing over of the ticket, although accepted as being a contractual document, may not be sufficient to Landlord bring notice of duplicate originals that particular term to the plaintiff’s attention.167 Test Test of all marked construction drawingsfact as to whether the defendant took reasonable steps to draw the written terms to the attention of the plaintiff. In requesting LandlordReasonable Man Test to determine whether the plaintiff will be bound by the terms. Effect of Reasonable Person Not Being Able to Read or Understand Terms: The defendant must do what is sufficient to inform people in general that the ticket contains conditions. If this is done, a person cannot argue that s/he is not bound by the terms on account of his/her ‘exceptional ignorance or stupidity or carelessness’. If the particular disability preventing a person from reading or understanding the term is expressly brought to the defendant’s consentattention, Tenant may (x) ask Landlord it is possible that the outcome will be different. Reasonable Steps Taken Before or Upon Contract Formation: Once the contract has been formed it is too late for fresh terms to provide be introduced.168 Incorporation by Notice: Signs Notices or signs can display terms later relied upon by one of the approval set forth in Section 17.1 (i) and if Landlord does not so approveparties: Sign at entrance to skating rink – informing of own risk Sign at luggage counter - removing liability for loss of goods deposited to an amount more than a specified sum Sign at motel counter – removing responsibility for stolen goods The crux of the matter is whether, in writingthe circumstances of the case, the plaintiff can be regarded as having assented to the terms. If the plaintiff was aware of the term, it shall be deemed that Tenant must remove will form part of the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do contract regardless of the Alteration on Landlord’s written agreement that Tenant can remove nature of the Alteration sign. Difficulties arise if plaintiff denies observing the sign at the end time of the Lease Termcontract formation. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.Test

Requirements. Landlord may condition its consent for Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the stale in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of Best’s Key Rating Guide (provided that, in any Alterations upon Tenant complying at its expense with reasonable conditions event, the same insurance company shall provide the coverages described in Sections 20.1 (a) and requirements, including preparation of all construction plans, drawings and specifications for approval by 20.1 (d) above); (b) be in form reasonably satisfactory from lime to time to Landlord; the use of contractors (c) name Tenant as named Insured thereunder and subcontractors approved shall name Landlord: Landlord’s agents and, at ▇▇▇▇▇▇▇▇’s request, ▇▇▇▇▇▇▇▇’s mortgagees and ground lessors and other parties reasonably designated by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, which ▇▇▇▇▇▇ has been informed in writing, it as additional insureds thereunder, all as their respective interests may appear, (d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00); (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Landlord’s mortgagees and ground lessors shall be deemed primary, and any insurance carried by Landlord or Landlord’s mortgagees and ground lessors shall be excess and non-contributing; (f) except for worker’s compensation insurance, contain an endorsement that Tenant must remove the Alteration unless Landlord later exercises insurer waives its right under to subrogation as described in Section 17.1 22 below; and (iig) contain an undertaking by the insurer to notify Landlord (and the mortgagees and ground lessors or Landlord who are named as additional insureds) in writing not less than thirty (y30) condition Tenant’s willingness days prior to do any material change, reduction in coverage, cancellation or other termination thereof. ▇▇▇▇▇▇ agrees to deliver to Landlord, prior to the Alteration on Landlord’s written agreement that date Tenant can remove the Alteration at the end takes possession of the Lease Term. Tenant shall obtain all necessary permits for or any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion part of the Premises, Building certificates from the insurance company evidencing the existence of such insurance and Tenant’s compliance with the foregoing provisions of this Section 20). Tenant shall cause replacement certificates to be delivered to Landlord not less than thirty (30) days prior to the expiration of any such policy or Complex in connection with approving policies. If any Alterations such initial or replacement certificates are not furnished within the time(s) specified herein, Tenant shall be paid solely by Tenant deemed to be in material default under this Lease without the benefit of any additional notice or cure period provided in Section 23.1 below, and Landlord prior shall have the right, but not the obligation, to commencing any Alterationsprocure such policies and certificates at Tenant’s expense.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions (a) Mortgagor shall promptly comply with, or cause to be complied with, and conform to (i) all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, rules, regulations and requirements, including preparation and irrespective of the nature of the work to be done, of each Governmental Authority which has jurisdiction over the Mortgaged Property and (ii) all construction planscovenants, drawings restrictions and specifications for approval conditions now or later of record which may be applicable to any of the Mortgaged Property, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of any of the Mortgaged Property, except to the extent that failure to comply therewith could not, in the aggregate„ reasonably be expected to have a Material Adverse Effect. All present and future laws, statutes„ codes, ordinances, orders, judgments, decrees, rules, regulations and requirements of every Governmental Authority applicable to Mortgagor or to any of the Mortgaged Property and all covenants, restrictions, and conditions which now or later may be applicable to any of the Premises are collectively referred to as the “Legal Requirements”. Requirement by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord appropriate legal proceedings diligently conducted in good faith, but such right shall not be deemed or construed in any way as a beneficiary; and the delivery relieving, modifying, or extending Mortgagor’s covenant to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 comply with any such Legal Requirement unless (i) and if Landlord does not Mortgagor has given prior written notice to Mortgagee of Mortgagor’s intent so approveto contest or object to such Legal Requirement, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition TenantMortgagor shall demonsixate to Mortgagee’s willingness to do the Alteration on Landlord’s written agreement reasonable satisfaction that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed delay in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in such Legal Requirement shall not entail a manner such that they will not interfere with the quiet enjoyment risk of forfeiture of any of the Mortgaged Property or subject Mortgagor or Mortgagee to any criminal liability, (iii) by the terms of such Legal Requirement, compliance therewith pending prosecution of any such legal proceeding may legally be delayed without incurring any lien, charge or liability of any kind against the Mortgaged Property (other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing than for Permitted Exceptions or replacing any portion Liens permitted under Section 8.01 of the PremisesCredit Agreement), Building or Complex any part thereof, unless New Haven County, CT Mortgagor shall furnish a good and sufficient bond or surety as required by and reasonably satisfactory to Mortgagee and (iv) all material permits required for the operation of the Mortgaged property remain in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationseffect.

Requirements. Tenant shall not make any addition (including the installation of Tenant signage on the exterior of the Premises), alteration, or improvement to Project B (an “Alteration”), other than Allowed Interior Alterations, without the prior written consent of Landlord, which consent will not be unreasonably withheld, delayed, or conditioned. However, Tenant may make, at its sole expense, Allowed Interior Alterations consistent with the Permitted Uses, including alterations to make the Premises ready for Tenant’s initial occupancy. “Allowed Interior Alteration” means an addition, alteration, or improvement entirely within the interior of the Premises that (1) does not involve any structural changes to or penetrations of the Building Shell, (2) will not adversely affect the Building’s common systems (if any), including any common HVAC, plumbing, electric, or other systems outside the Premises, and (3) is done in accordance with all Laws, including local building codes, and (4) the estimated cost thereof does not exceed $250,000, provided, however, that the performance of the Allowed Interior Alteration shall remain subject to all of the other provisions of this Section 10. Any Alteration which Tenant desires to perform in or for the Premises is hereinafter called “Tenant’s Work”. (To be clear, Tenant’s Work will not include Landlord’s Work or the installation or removal of personal property, including Tenant’s clothes cleaning equipment. However, the attachment of any such personal property to the Building will constitute Tenant’s Work, and thus the attachment itself will be subject to the terms and conditions of this Section. If, for example, Tenant wants to bolt any item of Tenant’s clothes cleaning equipment to the slab floor of the Building, Tenant must (A) have Landlord’s prior written consent— as would be required for any Alteration involving a penetration of the slab floor; and (B) comply with the requirements listed in the next sentence regarding submissions for Landlord’s prior approval.) In the event Tenant proposes to perform any Tenant’s Work other than Allowed Interior Alterations, Tenant shall, prior to commencing such Tenant’s Work, submit to Landlord for prior written approval: (i) initial detailed plans and specifications (and Tenant shall thereafter submit to Landlord for approval, any and all proposed changes to such plans and specifications or the Tenant’s Work); (ii) a list of the names, addresses and copies of contracts for all contractors; (iii) a detailed cost estimate for the Tenant’s Work; (iv) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (v) certificates of insurance in form and amounts reasonably required by Landlord, naming the Landlord Parties as additional insureds; (vi) all other documents and information as Landlord may condition its consent reasonably request in connection with such Tenant’s Work. Tenant shall pay to Landlord within thirty (30) days after billing, (y) an amount equal to the sums paid by Landlord for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation third party examination of all construction plans, drawings Tenant’s plans and specifications for approval by Landlord; the use of contractors any Tenant’s Work (excluding Allowed Interior Alterations), and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as (z) a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting fee for Landlord’s consent, Tenant may oversight and coordination of such Tenant’s Work (xexcluding Allowed Interior Alterations) ask equal to five percent (5%) of the cost of such Tenant’s Work. Landlord’s approval of any Tenant’s Work shall not constitute a representation by Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it that such Tenant’s Work complies with applicable Laws or will be adequate for Tenant’s use. All Tenant’s Work shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation performed in a good and expense, workmanlike manner and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable Laws. In addition, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the all Tenant’s Work other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any than Allowed Interior Alterations shall be paid solely performed in accordance with plans and specifications approved by Tenant to Landlord prior to commencing any Alterationsas provided in this Section 10(a) and shall meet or exceed the standards for construction and quality of materials reasonably established by Landlord for the Building.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation; (g) As a condition of approval of an alteration the estimated cost of which exceeds $50,000, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not unreasonably interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it TILLOTTS shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterationsuse commercially reasonable efforts to perform due diligence on its potential Sublicensees to evaluate whether each such potential Sublicensee is in compliance with applicable anti-corruption laws, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in including the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; UK Bribery Act, and (b) The Alterations require each Sublicensee to comply with applicable anti-corruption laws, including the UK Bribery Act and any corporate anti-corruption policies of TILLOTTS, TILLOTTS shall cooperate in good faith with CPP with respect to monitoring and enforcing anti-corruption laws and policies, including providing CPP with access to information obtained from TILLOTTS’ compliance-related audits of its Sublicensees. TILLOTTS must use materials provide CPP written notice of at least equal quality the issuance of each Sublicense and a true copy of it within sixty days after the execution of each Sublicense. All Sublicenses shall be issued in English. In the copy of the Sublicense so provided, TILLOTTS may redact those portions of the Sublicense that are not required to Leasehold Improvements at provide CPP assurance that the Commencement Date, and must be performed Sublicense is in compliance with all laws, ordinances, rules this Agreement and regulation now or hereafter that do not otherwise pertain to the terms of this Agreement. Each Sublicense must be in writing and must include provisions similar in effect and scope in all material respects to those of this Agreement. Each Sublicense must comply with all applicable laws and governmental regulations. In particular, TILLOTTS may not grant or shall refuse to grant a manner such that they will not interfere Sublicense under any circumstance, term or condition amounting to a misuse of any Licensed Patent. TILLOTTS is responsible for complying with the quiet enjoyment any obligations in this Agreement based on activities of any Sublicensee, including paying to CPP all earned royalties due in respect of the other tenants in activities and Sales of Licensed Product by its Sublicensees. At all times during the ComplexTerm, TILLOTTS is and will remain liable for actions or omissions wrongfully made by a party having been granted a Sublicense by TILLOTTS and, if permitted by applicable laws, must name CPP an intended third-party beneficiary with full rights to: (a) enforce the Sublicensee’s obligations thereunder; and and (cb) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion terminate that sublicense for breach of the Premises, Building or Complex Sublicense under provisions similar to that provided in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsSubsections 9.1.2 and 9.1.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Except as provided below, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting its consent to any subletting, Landlord shall require for each such subletting, that: (i) the sublease be a triple net sublease and that the basic rent due under any Alterations such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant complying at its expense with reasonable conditions under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and requirements(iv) the Tenant shall pay to Landlord, including preparation monthly throughout the term of each approved sublease, fifty percent (50%) of all construction plansrents and/or additional consideration due Tenant from the subtenant in excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, drawings and specifications for approval by Landlord; the use however, that before sharing of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterationssuch Excess Rent, Tenant shall give Landlord at least ten days’ prior Notice first be entitled to recover from such Excess Rent the amount of commencement of work the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Notwithstanding anything to the contrary above, in the Premises so that Landlord may post notices of non-responsibility in event Tenant subleases all or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the PremisesPremises during the first year of the Lease Term (scheduled for the period of 04/01/06 through 03/31/07) (“First Year Period”), Building or Complex in connection with approving any Alterations one hundred percent (100%) of all rents BUILDING: Potrero 1 PROPERTY: 01-0034 UNIT: 1 LEASE ID: 0034-RUCK01-01 and/or additional consideration due Tenant from its subtenants during the First Year Period shall be paid solely payable by Tenant to Landlord and Tenant agrees that during said First Year Period Tenant shall not enter into any sublease whereby the subtenant receives free and/or reduced rent during the first twelve (12) months of the sublease term. Tenant shall, by fifteen (15) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within twenty (20) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said twenty (20) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to commencing a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any Alterationsother person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with any and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease.

Requirements. Landlord A. This Agreement will enable Eligible Individuals who matriculate into DeVry programs to use certain CIAT courses to meet degree requirements within DeVry programs by applying transfer credit as specifically outlined in Appendix B, subject to the specific requirements of the selected DeVry programs. The details of which CIAT courses may condition its consent be so transferred and how DeVry will accept such transferred course credits is set forth on Appendix B hereto, the terms of which are incorporated herein by reference. B. DeVry reserves the right to deny admission to a student if such student cannot meet DeVry’s requirements for admission, as amended from time to time. Additionally, DeVry may terminate a student’s enrollment for violation of any Alterations upon Tenant complying rule, policy or procedure of DeVry, as amended from time to time, in the same manner as DeVry may terminate the enrollment of any student at its expense with reasonable conditions and large. Causes for termination of the student’s enrollment include, but are not limited to, the student’s failure to make timely payments of tuition and/or related fees. C. This Agreement is made explicitly subject to the terms of DeVry’s admissions requirements, academic policies, program requirements, and course descriptions, including preparation but not limited to the DeVry academic catalogs and academic policy regarding transfer of external credit (all construction plans, drawings and specifications for approval by Landlord; of the use of contractors and subcontractors approved by Landlord; foregoing collectively referred to herein as the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings“DeVry Policies”). In requesting Landlorddeveloping Appendix B, the parties have also taken into consideration CIAT’s consentcatalogs, Tenant may course descriptions, and other relevant information provided by CIAT to DeVry. In the event of any conflict between or among the documents mentioned in this Section 2(C) or elsewhere in this Agreement, the terms of the DeVry Policies shall prevail. D. Undergraduate students admitted to DeVry will be required to meet the same minimum admissions requirements as other of DeVry’s similarly situated undergraduate students, including but not limited to: i. High school diploma or equivalent or a post-secondary degree (x) ask Landlord to provide the approval as set forth in Section 17.1 (iby standard international transcript evaluation policies) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations from an appropriately accredited school as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval determined by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by lawDeVry; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Dateii. All other standard DeVry admissions, placement and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complexprogram requirements; and iii. English-proficiency requirements for nonnative speakers of English (cif applicable) All costs and expenses incurred by Landlord as defined in alteringthe academic catalog. E. To graduate, repairing or replacing any portion all students must meet the residency requirement for their academic program as noted in the Academic Catalog. In addition, undergraduate students must meet upper-division course requirements for their chosen DeVry program. F. Only Eligible Individuals who matriculate into DeVry programs may apply to DeVry for the course- to-course transfers outlined in Appendix B, subject to this Agreement, the specific requirements of the Premises, Building or Complex in connection with approving selected degree program and any Alterations other DeVry Policies. Students are required to submit an official transcript from every institution they previously attended regardless of whether credit was earned. It shall be paid solely by Tenant the student’s responsibility to Landlord prior to commencing request any Alterationspermitted credit transfer in accordance with the DeVry Policies and this Agreement.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease; however, a sale of Tenant’s capital stock through any public or over-the-counter exchange shall not be deemed an assignment or a Change in Control, and a sale by any individual investor in Tenant of its stock, in whatever percentage, shall not be deemed an assignment or a Change in Control. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting consent to any subletting, Landlord shall require for each such subletting, that: (i) the sublease be a triple net sublease and that the basic rent due under any such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of each approved sublease, fifty percent (50%) of all rents and/or additional consideration due Tenant from the subtenant in excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, Landlord may condition its consent for any Alterations upon non-Permitted Transfer, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentwithin said thirty (30) day period, Tenant may (x) ask proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on for Landlord’s written agreement that Tenant can remove approval, all in accordance with the Alteration at the end terms, covenants, and conditions of the Lease Termthis Paragraph 21. Tenant shall obtain provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all necessary permits for any Alterations the Premises, the Rent and Tenant’s Proportionate Share, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its sole obligation cost and expense, and strictly comply with shall separately demise the following requirements: (a) Following approval by Landlord remaining portion of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in leased to Tenant. In the event Tenant is allowed to assign, transfer or upon sublet the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now whole or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion part of the Premises, Building with the prior written consent of Landlord, no assignee, transferee or Complex subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the BUILDING: 1098 Alta PROPERTY: 1-0001 UNIT: 1 LEASE ID: 0001-SONI01-01 processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall be paid solely by require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior to commencing any Alterationsunder the Lease.

Requirements. Tenant shall be responsible for Tenant's Contractor, subcontractors, suppliers and materialmen (A) obtaining Landlord's prior written approval (which Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation shall not unreasonably withhold or delay) of all subcontractors and labor to be utilized in the performance of such construction planswork, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (xB) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain obtaining all necessary governmental permits for and approvals in connection with all construction work shown on the Final Plans (and Landlord shall have no responsibility whatsoever in connection with obtaining the same), (c) furnishing to Landlord, prior to the commencement of any Alterations as its sole obligation and expenseconstruction in the Premises, certificates evidencing comprehensive public liability insurance with limits per occurrence of not less than $[...***...] with an additional $[...***...] umbrella policy, and strictly comply property damage insurance with the following requirements: (a) Following approval by Landlord limits per occurrence of Alterationsnot less than $[...***...], Tenant shall give Landlord at least ten days’ prior Notice of commencement of work covering Tenant's Contractor's and subcontractors' operations in the Premises so that and the Building (including any liability arising out of work involving Hazardous Materials) and builders' risk insurance providing coverage in an amount equal to the full value of the Tenant Improvements upon completion thereof, and with respect to all such insurance naming Landlord as an additional insured, and upon Landlord's request also naming any or all of the Indemnitees (as defined in Section 13. a. of the Lease) as additional insureds, (D) performing the construction work in accordance with the reasonable standards and procedures which Landlord may post notices promulgate from time to time for the safe and orderly progress of non-construction (the "Construction Procedures"), and (E) performing the construction work in a good and workmanlike manner and in accordance with applicable Legal Requirements and in such manner as to preclude disturbance of other tenants and occupants of the Buildings and, with respect to any work the sound levels or other effects of which would disturb other tenants or occupants of the Buildings, performing such work during other than business hours. Landlord shall have no responsibility for furnishing any security services in or upon about the Building or Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment safeguard Tenant's construction of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing Tenant Improvements or replacing any portion of the Premises, Building or Complex materials in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationstherewith.

Requirements. Landlord may condition its consent for any Any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval performed by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Lessee shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All Alterations shall be at the sole cost and expense of Lessee. (b) Prior to commencement of any Alterations, Lessee shall submit to Lessor detailed plans and specifications, including working drawings (hereinafter referred to as "Plans"), of the proposed Alterations, which Plans shall be subject to the approval of Lessor, which approval shall not be unreasonably withheld or delayed. Unless disapproved in writing by Lessor within ten (10) days following Lessor's receipt of the Plans, Lessor shall be deemed to have approved the same. (c) Following approval of the Plans by Landlord of AlterationsLessor, Tenant Lessee shall give Landlord Lessor at least ten days’ (10) days prior Notice written notice of commencement of work in the Leased Premises so that Landlord Lessor may post notices of non-responsibility in or upon the Leased Premises as provided by law;. (bd) No Alterations shall be commenced without Lessee having previously obtained all appropriate permits and approvals required by and of governmental agencies. (e) All Alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with the Plans previously approved by Lessor and in full accord with all applicable laws and ordinances. (f) Lessee shall only employ contractors licensed by the State of California to construct such Alterations. (g) Lessee shall take out and maintain so-called "builder's risk," "course of construction insurance" and general liability insurance insuring the Leased Premises during the period of construction, in form and amounts satisfactory to Lessor, and shall take out and maintain the other insurance that is required by Article 15 of this Lease. The insurance required herein shall comply with the provisions of Article 15 of this Lease. ------------- ----------- Lessor's Lessee's Initials Initials (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants lessees or occupants in the Complex; andShopping Center. (ci) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any No Alterations shall be paid solely commenced without Lessee having previously obtained, at Lessee's own cost and expense, completion and lien performance and indemnity bonds satisfactory to Lessor for such Alterations. Notwithstanding the foregoing, in the event any proposed Alterations involve the expenditure of less than Fifty Thousand Dollars ($50,000.00) in any one transaction, or less than One Hundred Thousand Dollars ($100,000.00) in a series of related transactions within any six (6) month period, provided such Alterations do not involve any structural changes to the Building and/or changes to the mechanical systems of the Building, the requirements of Sections 12.2(b) and (i) need not be satisfied by Tenant Lessee with respect to Landlord prior to commencing any such Alterations.

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof without first obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Any such alterations, additions, or improvements in, on, or to said Premises, except for any Alterations upon Tenant complying at its expense with reasonable conditions Tenant's movable furniture and requirementsequipment, including preparation of all construction plansshall immediately become Landlord's property and, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termterm hereof, shall remain on the Premises without compensation to Tenant. Tenant In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall obtain all necessary permits for any Alterations as its be made by Tenant, at Tenant's sole obligation cost and expense, in accordance with plans and strictly comply specifications approved by Landlord, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord. In the event Landlord consents, ▇▇▇▇▇▇▇▇ agrees to reasonably cooperate with ▇▇▇▇▇▇ in obtaining all necessary building permits and approvals. If the following requirements: (a) Following approval alterations, additions or improvements shall be made by Landlord of Alterationsfor Tenant's account, Tenant shall give reimburse Landlord at least ten days’ prior Notice for the cost thereof within twenty (20) days after receipt of commencement a statement, setting forth the actual cost of work in such alterations, additions or improvements. In any event, Tenant shall pay Landlord an administrative charge of fifteen percent (15%) of the actual cost of such alterations, additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Tenant shall remove any or all alterations, additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and Tenant shall repair and restore the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datetheir original condition, subject to ordinary wear and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.tear. Such

Requirements. All policies required of Tenant shall be written by an insurer satisfactory to Landlord. Prior to the date Tenant enters the Premises, but in no event later than sixty (60) days after the execution of this Lease, Tenant shall deliver to Landlord copies of policies or certificates evidencing the existence of the amounts and forms of coverage required (or, in the event of self-insuring as permitted in Section 20.1(iv) hereof only, evidence of the net worth of Tenant or a Person providing a guaranty of this Lease to Landlord of not less than $10,000,000). No such policy shall be cancelable or reducible in coverage except after thirty (30) days' prior written notice to Landlord. Tenant shall, within thirty (30) days prior to the expiration of any such policies, furnish Landlord with renewals, certificates of insurance, or "binders" thereof, and, if Tenant fails to do so within ten (10) days following notice of such failure, then, upon an additional notice to Tenant, Landlord may condition its consent order such insurance and charge the cost thereof to Tenant as Additional Rent. If Landlord obtains any insurance that is the responsibility of Tenant under this Article 20, Landlord shall deliver to Tenant a statement setting forth the cost of any such insurance and showing in reasonable detail the manner in which it has been computed, and, if obtainable, a certificate of insurance naming Tenant as the insured or as an additional insured. Tenant's obligation to carry insurance provided for in this Article 20 may be satisfied by inclusion within the coverage of any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsblanket policy or policies of insurance carried or maintained by Tenant, including preparation provided that the coverage required herein will not be reduced or diminished by reason of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery such blanket policies of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsinsurance.

Requirements. Except as provided in Section 12.D., Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "ALTERATION") without the prior written consent of Landlord may condition its consent (not to be unreasonably withheld, as hereinafter provided). Subject to the terms of Section 12.D., if Tenant proposes to make any alteration requiring Landlord's consent, Tenant shall, prior to commencing the alteration, submit to Landlord for any Alterations upon Tenant complying at its expense with reasonable conditions Landlord's prior written approval detailed plans and requirementsspecifications. In addition, including preparation following approval of all construction plans, drawings the detailed plans and specifications for approval any alteration by Landlord, and prior to commencing the alteration, Tenant shall also submit to Landlord, for Landlord's approval: (i) the names, addresses and, if required by any Mortgagee or Ground Lessor (as those terms are defined in Section 23), copies of contracts for all contractors; the use (ii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iii) certificates of contractors insurance (including builders risk) in form and subcontractors approved amounts required by Landlord, naming Landlord, its managing agent and any other parties reasonably designated by Landlord as additional insureds; (iv) payment and performance bonds from sureties and in form and amount satisfactory to Landlord, in its discretion, with respect to any alteration, the delivery cost of performance which Landlord determines, in its reasonable discretion, will exceed Five Hundred Thousand and payment bonds No/100 Dollars ($500,000.00), showing Landlord as a beneficiarydual obligee; and (v) all other documents and information as Landlord may reasonably request in connection with the delivery proposed alteration. If Tenant requests that Landlord perform any construction management or supervisory services relative to any alterations (other than in connection with the Tenant Improvements, for which Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (iwill not charge a fee) and if Landlord does not so approveagrees to perform the services, in writingthen Tenant agrees to pay Landlord market rate charges for the services, it to be agreed upon by Landlord and Tenant. In addition, Tenant shall be deemed reimburse Landlord within thirty (30) days following Landlord's written request, for any out-of-pocket costs incurred by Landlord for review of architectural and engineering plans and specifications; provided that prior to incurring any charges for review of plans and specifications, Landlord shall notify Tenant must remove of its intention to engage an architect and/or engineer to review the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do same and the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end anticipated cost of the Lease Termreview. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of the plans and specifications or the quality of workmanship or the compliance of the alteration with applicable law. Tenant shall obtain all necessary permits for any Alterations as its sole obligation pay the entire cost of the alteration. Each alteration shall be performed in a good and expenseworkmanlike manner, in accordance with the plans and specifications approved by Landlord, and strictly comply with shall meet or exceed the following requirements: (a) Following approval standards for construction and quality of materials established by Landlord of Alterationsfor the Building. In addition, Tenant each alteration shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements, as well as such reasonable construction rules and regulation now or hereafter regulations for the Building as may be promulgated by Landlord from time to time (including, without limitation, any rules governing usage of and charges for elevator service). Each alteration shall be performed in effect harmony with Landlord's employees, contractors and other tenants and in a manner such that they will so as not to interfere with the quiet enjoyment of the any other tenants in the Complex; tenant's occupancy and (c) All costs and expenses incurred by , at Landlord's option, Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.have

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration other than a Minor Alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above, which approval shall not be unreasonably withheld and which Landlord shall approve or disapprove within ten (10) business days after submission; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work, which approval shall not be unreasonably withheld and which Landlord shall approve or disapprove within ten (10) business days after Tenant’s request. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration other than a Minor Alteration, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not unreasonably interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "Alteration") without the prior written consent of Landlord, which consent shall not be unreasonably withheld unless such Alteration affects the structure or systems of the Building or affects any other tenant's premises. In the event Tenant proposes to make any Alteration, Tenant shall, prior to commencing such Alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord, its managing agent, and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such Alteration. Tenant agrees to pay Landlord's reasonable charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the Alteration. Neither approval of the plans and specifications for approval nor supervision of the Alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such Alteration with applicable law. Tenant shall pay the entire cost of the Alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the Alteration, security for the payment and subcontractors completion of the Alteration in form and amount required by Landlord. Each Alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each Alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable governmental laws and regulations and insurance company requirements. Each Alteration shall be performed by Landlord or under Landlord's supervision, ordinances, rules and regulation now or hereafter in effect and in a manner harmony with Landlord's employees, contractors and other tenants. Each Alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere Alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred Section 15 of this Lease, which required removal shall be specified by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant when Landlord consents to Landlord prior to commencing any Tenant's requested Alterations.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 19.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may condition be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsrights under the Lease, including preparation of all construction plansthe right to elect, drawings at Landlord sole and specifications absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery granting consent to any subletting, Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 shall require that: (i) the sublease be a triple net sublease and if Landlord does not so approve, in writing, it shall that the basic rent due under any such sublease be deemed that Tenant must remove no less than the Alteration unless Landlord later exercises its right under Section 17.1 then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) or the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably acceptable to Landlord, with said letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (yiii) condition Tenant’s willingness the sublease shall not provide for subtenant to do have an option to extend the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end term of the Lease Term. sublease or an option to expand the sublet space; and (vi) the Tenant shall obtain pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) of all necessary permits for any Alterations as rents and/or additional consideration due Tenant from its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work subtenant in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment excess of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely Rent payable by Tenant to Landlord prior hereunder for the subleased space (“Excess Rent”) (with said Excess Rent subject to commencing the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing of payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any Alterations.portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of During the Lease Term, IPTLH agrees that it shall not use or store in violation of any applicable law, code, ordinance, rule, or regulation and shall not discharge, dump, or spill, or store any Hazardous Substances (hereinafter defined) on or about the Property during the Term. Tenant If any such Hazardous Substances are introduced in any manner by the IPTLH, its agents or employees on or about the Property, all reasonable costs of removal incurred by, all liability imposed upon, or damages suffered by, the LCRDA, shall obtain all necessary permits for any Alterations as its sole obligation and expensebe borne by the IPTLH, which costs, liability, and strictly comply with damages IPTLH shall pay the following requirements: LCRDA within ten (a10) Following approval by Landlord days of Alterationsreceipt of a properly documented invoice from the LCRDA. In the event the IPTLH fails to reimburse the LCRDA for such costs, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Dateliability, and must damages as set forth above, the LCRDA shall have the right, at its election, to immediately take any appropriate legal action and to immediately terminate this Ground Sublease without waiving the LCRDA’s rights to damages for the IPTLH’s failure to perform such work. The provisions of the immediately preceding provisions of this Paragraph to the contrary notwithstanding, the LCRDA shall not be performed obligated to perform such environmental remediation and shall not be liable to the IPTLH for not performing such work. The rights granted to the LCRDA herein shall be in compliance with furtherance, and not in limitation of any other rights the LCRDA may have pursuant to this Ground Sublease. ▇▇▇▇▇ agrees to indemnify and hold the LCRDA harmless from any loss or claim for damages occasioned as a result of the IPTLH’s violation of the terms of this Paragraph. IPTLH’s obligations and liabilities under this Paragraph shall survive the expiration or termination of this Ground Sublease. For the purposes of this Ground Sublease, the term “Hazardous Substances” shall mean any and all lawstoxic or hazardous substances, ordinanceschemicals, rules and regulation now materials or pollutants, of any kind or nature, which are regulated, governed, restricted or prohibited by any federal, state or local law, decision, statute, rule, or ordinance currently in existence or hereafter in effect enacted or rendered, and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and shall include (c) All costs without limitation), all oil, gasoline and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationspetroleum based substances.

Requirements. If Tenant elects to utilize a letter of credit (“LOC”) for the security deposit, Tenant shall deposit with Landlord, at no cost to Landlord, an irrevocable standby letter of credit (the “LOC”) in favor of Landlord may condition its consent for any Alterations upon the account of Tenant complying at its expense with reasonable conditions and requirementsin the amount of $[***], including preparation of all construction plans, drawings and specifications for approval issued by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery bank acceptable to Landlord (the “Bank”) as security for the performance by Tenant of duplicate originals the provisions of all marked construction drawingsthe Lease. In requesting Landlord’s consentUntil and unless Tenant resumes [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. providing the pledged securities in accordance with Section 8.1 above, Tenant may (x) ask Landlord to provide shall maintain the approval set forth LOC in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove effect at all times during the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end term of the Lease Termand for [***] after the later of expiration of the Lease or satisfaction of all of Tenant’s obligations under the Lease. The LOC shall be in form and content acceptable to Landlord and be issued for a minimum of [***]. Landlord shall have the right to draw on the LOC if Tenant breaches any of its obligations under the Lease and fails to cure the breach within any applicable cure period, Landlord may elect either to draw the LOC in full or in a lesser amount. To the extent that Landlord applies funds drawn to cure a Tenant breach, Tenant shall immediately after notice restore the amount drawn on the LOC. Tenant shall obtain all necessary permits cause the existing LOC to be extended or renewed for any Alterations as its sole obligation an additional year or a replacement LOC be issued to Landlord and expensedelivered to Landlord at least thirty (30) days prior to the expiration date of the then existing LOC. If a renewal or replacement LOC is not delivered to Landlord thirty (30) days prior to expiration, Tenant shall be in default under the Lease, and strictly comply with Landlord shall be permitted to draw the following requirements: full amount under the LOC. The sole condition to payment by the issuer under the LOC’s shall be receipt by the issuer of a written certification from Landlord either (a) Following approval that a breach by Landlord Tenant of Alterationsits obligations under the Lease has occurred which has not been cured within any applicable cure period, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality that the existing LOC will expire within 30 days and has not been renewed or replaced by a new LOC acceptable to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsLandlord.

Requirements. Landlord may condition its consent for Lessee shall not make or suffer to be made any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsin, including preparation on, or to the Premises or any part thereof which will cost in excess of all construction plans$5,000.00 without the prior written consent of Lessor, drawings and specifications which consent will not be unreasonably withheld or delayed. If Lessor fails to respond within 30 days of receipt of any written request for approval by Landlord; consent to Alterations, the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Alterations shall be deemed to have been approved provided that Tenant must remove the Alteration unless Landlord later exercises its right under written request contains a prominent warning of the date which is the deadline and that failure to respond by such deadline will constitute deemed consent pursuant to this Section 17.1 (ii) of the Lease. Any such Alterations in, on, or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration Premises, except for Lessee's movable furniture and equipment, shall immediately become Lessor's property and, at the end of the Lease Termterm hereof, shall remain on the Premises without compensation to Lessee. Tenant In the event Lessor consents to the making of any such Alterations by Lessee, the same shall obtain all necessary permits for any Alterations as its be made by Lessee, at Lessee's sole obligation cost and expense, in accordance with plans and strictly comply with the following requirements: (a) Following approval specifications approved by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement DateLessor, and any contractor or person selected by Lessee to make the same must first be performed approved in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with writing by Lessor. If the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely made by Tenant Lessor for Lessee's account, Lessee shall reimburse Lessor for the cost thereof within twenty (20) days after receipt of a statement, setting forth the actual cost of such Alterations. In any event Lessee shall pay Lessor a reasonable administrative charge. If removal was reasonably made a condition of the consent to Landlord prior the alterations, upon the expiration or sooner termination of the Lease Term, Lessee shall, upon demand by Lessor, at Lessee's sole cost and expense forthwith and with all due diligence, remove any or all Alterations made by or for the account of Lessee designated by Lessor to commencing any Alterationsbe removed, and Lessee shall forthwith, and with all due diligence, at its sole cost and expense, repair and restore the Premises to their original condition, subject to ordinary wear and tear.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Except as provided below, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting its consent to any subletting, Landlord shall require for each such subletting, that: (i) the sublease be a triple net sublease and that the basic rent due under any Alterations such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant complying at its expense with reasonable conditions under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and requirements(iv) the Tenant shall pay to Landlord, including preparation monthly throughout the term of each approved sublease, fifty percent (50%) of all construction plansrents and/or additional consideration due Tenant from the subtenant in excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, drawings and specifications for approval by Landlord; the use however, that before sharing of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterationssuch Excess Rent, Tenant shall give Landlord at least ten days’ prior Notice first be entitled to recover from such Excess Rent the amount of commencement of work the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Notwithstanding anything to the contrary above, in the Premises so that Landlord may post notices of non-responsibility in event Tenant subleases all or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the PremisesPremises during the first year of the Lease Term (scheduled for the period of 04/01/06 through 03/31/07) (“First Year Period”), Building or Complex in connection with approving any Alterations one hundred percent (100%) of all rents Initial: [Illegible] Multi Tenant/Single Parcel Page 17 of 30 BUILDING: Potrero 1 PROPERTY: 01-0034 UNIT: 1 LEASE ID: 0034-RUCK01-01 and/or additional consideration due Tenant from its subtenants during the First Year Period shall be paid solely payable by Tenant to Landlord and Tenant agrees that during said First Year Period Tenant shall not enter into any sublease whereby the subtenant receives free and/or reduced rent during the first twelve (12) months of the sublease term. Tenant shall, by fifteen (15) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within twenty (20) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said twenty (20) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to commencing a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any Alterationsother person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with any and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord The Borrower shall prepay the outstanding principal amount of Alterationsthe A Term Loans, Tenant shall give Landlord at least ten days’ prior Notice the B Term Loans or the Revolving Loans, as the case may be, on any date on which the aggregate outstanding principal amount of commencement of work such Loans (after giving effect to any other repayments or prepayments on such day together with, in the Premises so that Landlord case of Revolving Loans, the outstanding principal amount of Letters of Credit Usage) exceeds the Total A Term Loan Commitments, the Total B Term Loan Commitments or the Total Revolving Loan Commitments, as the case may post notices be, in the amount of non-responsibility in or upon the Premises as provided by law;such excess. (b) The Alterations must use materials If the aggregate principal amount of at least equal quality outstanding Revolving Loans and Letters of Credit Usage exceeds the Borrowing Base as set forth in the Borrower's most recent Borrowing Base Certificate required to Leasehold Improvements at be delivered pursuant to Section 6.01 of this Agreement (such amount is hereinafter referred to as the Commencement Date"Excess"), and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and then the Borrower shall prepay its Revolving Loans in a manner principal amount equal to such that they will not interfere with Excess no later than two Business Days after the quiet enjoyment of Borrower has delivered, or was required to deliver, such Borrowing Base Certificate to the other tenants in Agent and the Complex; andBanks. (c) All The Borrower shall cause to be paid each Scheduled A Term Loans Principal Payment on the A Term Loans until the A Term Loans are paid in full in the amounts and at the times specified in the definition of Scheduled A Term Loans Principal Payments to the extent that prepayments have not previously been applied to such Scheduled A Term Loans Principal Payments (and such Scheduled A Term Loans Principal Payments have not otherwise been reduced) pursuant to the terms hereof. (d) The Borrower shall cause to be paid each Scheduled B Term Loans Principal Payment on the B Term Loans until all B Term Loans are paid in full, in the amounts and at the time specified in the definition of Scheduled B Term Loans Principal Payments to the extent that prepayments have not previously been applied to such Scheduled B Term Loans Principal Payments (and such Scheduled B Term Loans Principal Payments have not otherwise been reduced) pursuant to the terms hereof. (e) As promptly as practicable, but in any event within five Business Days of the date of receipt by Holdings, the Borrower and/or any of the Borrower's Subsidiaries, as the case may be, of Net Cash Proceeds or Net Financing Proceeds, an amount equal to such Net Cash Proceeds or Net Financing Proceeds shall be applied as provided in Section 3.02(B)(a); provided that with respect to any Net Cash Proceeds of the sale of equity securities of Holdings, the Borrower or any of its Subsidiaries, clause (g) of this Section 3.02(A) will govern and that with respect to any Net Cash Proceeds from any Destruction or Taking, clause (i) of this Section 3.02(A) will govern. (f) As promptly as practicable, but in any event within 90 days after the last day of each fiscal year of the Borrower, commencing with fiscal year 1996, an amount equal to 50% of Excess Cash Flow for such fiscal year shall be applied as provided in Section 3.02(B)(a). (g) As promptly as practicable, but in any event within five Business Days of the date of the receipt thereof by Holdings, the Borrower and/or any of its Subsidiaries, an amount equal to 100% of the proceeds received by the Borrower or Holdings (including capital contributions, other than those referred to in clauses (i), (ii) and (iii) of this paragraph (g), received by the Borrower or any of its Subsidiaries) or such Subsidiary (net of underwriting discounts and commissions and other costs and expenses incurred directly associated therewith) of the sale after the Closing Date of equity securities (other than proceeds from the issuance of capital stock (i) of Holdings, the Borrower or any of its Subsidiaries pursuant to any pension, stock option, profit sharing or other employee benefit plan or agreement of Holdings, the Borrower or any of its Subsidiaries in the ordinary course of business, (ii) by Landlord a Subsidiary to another Subsidiary or to the Borrower or (iii) pursuant to the Holdings IPO, except to the extent necessary in alteringconnection with the Refinancing as contemplated by this Agreement) shall be applied as provided in Section 3.02(B)(a); provided that the proceeds of the ▇▇▇▇▇▇ Holdings Limited IPO shall not be subject to mandatory prepayment pursuant to this Section 3.02(A)(g) unless any proceeds of the ▇▇▇▇▇▇ Holdings Limited IPO are transferred to the Borrower in the United States, in which case such proceeds shall, notwithstanding the provisions of Section 3.02(B)(a), be applied as promptly as practicable, but in any event within five Business Days of the date of the Borrower's receipt thereof, to repay outstanding Revolving Loans. (h) As promptly as practicable, but in any event within five Business Days of the date of the receipt thereof by the Borrower or any of its Subsidiaries, an amount equal to 100% of any surplus net assets of any Pension Plan returned to the Borrower or any of its Subsidiaries shall be applied as provided in Section 3.02(B)(a). (i) At the Agent's discretion, on the date of receipt thereof by Holdings, the Borrower and/or any of its Subsidiaries, an amount equal to 100% of any proceeds received due to loss, damage, destruction or condemnation of or to Assets (collectively, "Loss Proceeds"), less any portion of such proceeds not in excess of $500,000, in the aggregate, per fiscal year to be used for rebuilding, repairing or replacing productive assets of a kind then used or usable in the business of the Borrower and its Subsidiaries (in each case to the extent permitted by the Mortgages and the Security Documents) within 180 days of receipt of such Loss Proceeds (or such longer periods as may be consented to by the Agent, which consent shall not be unreasonably withheld) shall be delivered by Holdings, the Borrower and/or its Subsidiaries to the Agent to be held by the Agent in a cash collateral account bearing interest payable to the Borrower at a rate per annum (meaning 360 days) equal to the Federal Funds Rate. Upon the Borrower's request, Agent shall release such proceeds to the Borrower for reinvestment, rebuilding, repair or replacement as described above. To the extent the Borrower fails to use any or all of such released proceeds for such rebuilding, repair or replacement of assets within 180 days (or such longer periods as may be consented to by the Agent, which consent shall not be unreasonably withheld) of such release, the Borrower shall, at the Agent's discretion, return the unused portion of such released funds to the PremisesAgent and authorize and direct the Agent to apply such proceeds as provided in Section 3.02(B)(a). (j) As promptly as practicable, Building or Complex but in connection with approving any Alterations event within five Business Days of the date of receipt by Holdings, the Borrower and/or its Subsidiaries of any tax refund, an amount equal to 100% of such refund paid to Holdings, the Borrower and/or any of its Subsidiaries shall be paid solely applied as provided in Section 3.02(B)(a); provided that such refund or refunds are not promptly applied by Tenant Holdings, the Borrower and/or any of its Subsidiaries to Landlord prior to commencing any Alterationsthe payment of future tax liabilities.

Requirements. All policies required of Tenant shall be written by an insurer satisfactory to Landlord. Such policies shall name Landlord and the Senior Interest Holders (as hereinafter defined) of which Tenant has notice as additional insureds. Prior to the date Tenant enters the Premises, but in no event later than sixty (60) days after the execution of this Lease, Tenant shall deliver to Landlord copies of policies or certificates evidencing the existence of the amounts and forms of coverage required (or, in the event of self-insuring as permitted in Section 20.1(iv) hereof only, evidence of the net worth of Tenant or a Person providing a guaranty of this Lease to Landlord of not less than $10,000,000). No such policy shall be cancelable or reducible in coverage except after thirty (30) days' prior written notice to Landlord. Tenant shall, within thirty (30) days prior to the expiration of any such policies, furnish Landlord with renewals, certificates of insurance, or "binders" thereof, and, if Tenant fails to do so within ten (10) days following notice of such failure, then, upon an additional notice to Tenant, Landlord may condition its consent order such insurance and charge the cost thereof to Tenant as Additional Rent. If Landlord obtains any insurance that is the responsibility of Tenant under this Article 20, Landlord shall deliver to Tenant a statement setting forth the cost of any such insurance and showing in reasonable detail the manner in which it has been computed, and, if obtainable, a certificate of insurance naming Tenant as the insured or as an additional insured. Tenant's obligation to carry insurance provided for in this Article 20 may be satisfied by inclusion within the coverage of any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsblanket policy or policies of insurance carried or maintained by Tenant, including preparation provided that the coverage required herein will not be reduced or diminished by reason of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery such blanket policies of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsinsurance.

Requirements. Landlord may condition its consent for any Alterations upon All construction and installation of the Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Improvements shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of commencement of work in the Premises construction of the Tenant Improvements so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials All Tenant improvements shall be constructed in a skillful and workmanlike manner, consistent with the best practices and standards of at least equal quality to Leasehold Improvements at the Commencement Dateconstruction industry, and pursued with diligence in accordance with the Approved Construction Plans and in full accord with all applicable laws, regulations and ordinances, including without limitation, the ADA. All material, equipment, and articles incorporated in the Tenant Improvements are to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (c) The Contractor shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation insurance in the amounts specified in Article 9 of the Lease, and builder’s risk and course of construction insurance in an amount not less than the total Tenant Improvement Costs. Tenant shall provide Landlord with certificates of insurance evidencing such insurance coverage by Contractor prior to commencing the construction of the Tenant Improvements. Landlord and any other party in interest designated by Landlord shall be named as an additional insured on the commercial general liability policy, and Landlord shall be named as the loss payee on the builder’s risk and course of construction insurance. (d) Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the Tenant Improvement Costs, guarantying the completion of the Tenant Improvements free and clear of all liens and other charges in accordance with the Approved Construction Plans. Such bonds shall name Landlord as beneficiary; (e) Construction of the Tenant Improvements must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they it will not interfere with the quiet enjoyment of the other tenants in the Complex; and; (cf) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Construction of the Premises, Building or Complex in connection with approving any Alterations shall Tenant Improvements must be paid solely by Tenant to Landlord prior to commencing any Alterationscompleted during calendar year 2000.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Landlord shall make reasonable efforts to respond within thirty (30) days to any request from Tenant to sublease the Premises. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent for to any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsassignment, including preparation of all construction planstransfer, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing or subletting, Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 shall require that: (i) the sublease be a triple net sublease and if Landlord does not so approve, in writing, it shall that the basic rent due under any such sublease be deemed that Tenant must remove no less than the Alteration unless Landlord later exercises its right under Section 17.1 then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) or the sublease shall require that the security deposit clue under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (yiii) condition Tenant’s willingness the sublease shall not provide for subtenant to do have an option to extend the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end term of the Lease Term. sublease or an option to expand the sublet space; and (iv) the Tenant shall obtain pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) of all necessary permits rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for any Alterations as its sole obligation the assigned, transferred and/or subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and expenseLease Paragraph 24 (“Bankruptcy and Default”); provided, and strictly comply with the following requirements: however, that before sharing such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent (a) Following approval the amount of the reasonable leasing commission related to said transaction paid by Landlord of AlterationsTenant to a third party broker not affiliated with Tenant, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; and (b) The Alterations must use materials the amount of at least equal quality any reasonable outside costs incurred by Tenant to Leasehold Improvements at construct improvements to the Commencement Dateassigned, and must transferred or sublet premises which improvements are required to be performed made by Tenant under the assignment or transfer agreement or a sublease agreement. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in compliance with all laws, ordinances, rules and regulation now the Lease or hereafter in effect and in a manner such that they will not interfere with sublet the quiet enjoyment Premises or any portion thereof for any part of the other tenants in the Complex; and Term hereof. Within thirty (c30) All costs and expenses incurred by Landlord in alteringdays after receipt of said written notice, repairing provided Tenant intends to sublease fifty percent (50%) or replacing any portion more of the Premises, Building Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or Complex other transferee for presentment to Landlord for Landlord’s approval of Tenant’s request to sublease and/or assign, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall be paid solely by require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior to commencing any Alterationsunder the Lease.

Requirements. Landlord may condition its consent for any Alterations upon All construction and installation of the Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Improvements shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten (10) days’ ' prior Notice written notice of commencement of work in the Premises construction of the Tenant Improvements so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials All Tenant improvements shall be constructed in a skillful and workmanlike manner, consistent with the best practices and standards of at least equal quality to Leasehold Improvements at the Commencement Dateconstruction industry, and pursued with diligence in accordance with the Approved Construction Plans and in full accord with all applicable laws, regulations and ordinances, including without limitation, the ADA. All material, equipment, and articles incorporated in the Tenant Improvements are to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (c) The Contractor shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers' compensation insurance in the amounts specified in Article 9 of the Lease, and builder's risk and course of construction insurance in an amount not less than the total Tenant Improvement Costs. Tenant shall provide Landlord with certificates of insurance evidencing such insurance coverage by Contractor prior to commencing the construction of the Tenant Improvements. Landlord and any other party in interest designated by Landlord shall be named as an additional insured on the commercial general liability policy, and Landlord shall be named as the loss payee on the builder's risk and course of construction insurance. (d) Landlord may require performance and labor and materialmen's payment bonds issued by a surety approved by Landlord, in a sum equal to the Tenant Improvement Costs, guarantying the completion of the Tenant Improvements free and clear of all liens and other charges in accordance with the Approved Construction Plans. Such bonds shall name Landlord as beneficiary; (e) Construction of the Tenant Improvements must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they it will not interfere with the quiet enjoyment of the other tenants in the Complex; and; (cf) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Construction of the Premises, Building or Complex in connection with approving any Alterations shall Tenant Improvements must be paid solely by Tenant to Landlord prior to commencing any Alterationscompleted during calendar year 2000.

Requirements. Landlord may condition its consent for any Alterations upon Any work performed at the Building or on the Premises by Tenant complying at its expense or Tenant's contractor in connection with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it improvements shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following additional requirements: (a) Following approval Such work shall not proceed until Landlord has approved (which shall not be unreasonably withheld or delayed) in writing: (i) Tenant's contractor, (ii) the amount and coverage of public liability and property damage insurance, with Landlord named as an additional insured, carried by Landlord of AlterationsTenant's contractor, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law;(iii) complete and detailed plans and specifications for such work, and (iv) a schedule for The Work. (b) The Alterations must use materials All work shall be done in conformity with a valid permit when required, a copy of at least equal quality which shall be furnished to Leasehold Improvements at the Commencement DateLandlord before such work is commenced. In any case, and must all such work shall be performed in compliance accordance with all applicable laws. Notwithstanding any failure by Landlord to object to any such work, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere Landlord shall have no responsibility for Tenant's failure to comply with the quiet enjoyment of the other tenants in the Complex; andapplicable laws. (c) All work by Tenant or Tenant's contractor shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) All work by Tenant or Tenant's contractor shall be scheduled, on a reasonable basis, through Landlord. (e) Tenant or Tenant's contractor shall arrange for necessary utility, hoisting and elevator service, on a nonexclusive basis, with Landlord's contractor and shall pay such reasonable costs and expenses incurred for such services as may be charged by Landlord's contractor. Landlord in alteringshall have the right to require any necessary movement of materials by the elevator to be done after regular working hours at the expense of Tenant. (f) Tenant's entry on the Premises for any purpose, repairing including, without limitation, inspection or replacing any portion performance of improvement work by Tenant, prior to the Commencement of the Premises, Building or Complex in connection with approving any Alterations term shall be paid solely subject to all of the covenants of this Lease except the payment of rent. Entry by Tenant to Landlord prior to commencing any Alterationsshall include entry by Tenant's officers, employees, contractors, licensees, agents, servants, guests, invitees or visitors.

Requirements. Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, no consent shall be necessary for any decorative or cosmetic alteration (or related alteration) that (i) costs less than $15,000 (provided such alteration is not part of related alterations which cost, in the aggregate, more than $15,000), (ii) does not require the issuance of a building permit and (iii) does not adversely affect the structural elements of the Building or the base Building mechanical, electrical or plumbing systems, the architectural aesthetics of the Building, the common areas of the Building or the use by other tenants in the Building of their demised premises (provided that even if Landlord's consent is not necessary for such an alteration, the following provisions of this Section 9A shall apply). In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to reimburse Landlord for any Alterations upon Tenant complying at its expense with reasonable conditions Landlord's actual out-of-pocket costs and requirements, including preparation fees incurred in reviewing all such items and supervising the alteration. Neither approval of all construction plans, drawings the plans and specifications for approval nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord; , shall deposit with Landlord prior to the use commencement of contractors the alteration, security for the payment and subcontractors completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinances, rules regulations and regulation now or hereafter in effect requirements. Each alteration shall be performed by union contractors if required by Landlord and in a manner harmony with Landlord's employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Section 15 of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.