Common use of TENANT'S CHANGES Clause in Contracts

TENANT'S CHANGES. 12.01. Tenant shall not, without first obtaining the written consent of Landlord, make any alterations, additions or improvements in, to or about the Demised Premises (any such to be “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Lease.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notnot during the term of this lease, without first obtaining make alterations, additions, installation, substitutions, improvements and decorations (hereinafter collectively referred to as “changes” and, as applied to changes provided for in this Article, “Tenant’s Changes”) in and to the written consent Demised Premises. In the event Landlord approves any requested Tenant’s Changes, Tenant agrees that these will be subject to the following conditions: (a) the outside appearance or the strength of the Building or of any of its structural parts shall not be affected; (b) no part of the Building outside of the Demised Premises shall be physically affected; (c) the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected or the usage of such systems by Tenant shall not be increased; (d) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article; and (e) Before proceeding with any Tenant’s Changes, Tenant will advise Landlord thereof and shall submit to Landlord all plans and specifications and all changes and revisions thereto for the proposed changes, and for the work to be done for Landlord’s approval and Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants. Landlord may as a condition of its approval require Tenant to make any alterations, additions revisions in and to the plans and specifications and to post a bond or improvements in, other security reasonably satisfactory to or about Landlord to insure the Demised Premises (any completion of such to be “Tenant Changes”)change. Notwithstanding the foregoing, Landlord’s consent approval of plans and specifications shall not be required for in connection with any Tenant Changes that (i) are cosmetic non-structural and will notchange, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion estimated cost of the Building (“Major Changes”), and (ii) do not costwhich, in the aggregate, more than (a) Thirty-Five Thousand Dollars does not exceed seven thousand five hundred ($35,000.007,500.00) for dollars provided such changes may be undertaken without the filing of any materials with the City of Fort L▇▇ (exclusive of the costs of decorating work and items constituting Tenant’s Property, as defined in Article 14, and any architect’s and engineer’s fees) and provided same complies with all applicable laws, rules and regulations. (f) Except in connection with Cosmetic Changes, Landlord will choose a contractor who will perform the Tenant’s Changes at Tenant’s sole cost and expense. Additionally, Tenant Changes that require a building permit from shall pay to Landlord, on demand, an amount equal to twenty (20%) percent of the municipality in contract price, which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. includes Landlord’s consent overhead for administration, review and handling of the Changes. (g) It is further agreed upon that should the Tenant fail after three (3) days request by Landlord to provide any necessary information to the Landlord, the Landlord may, at it’s option, perform the Changes using building standard materials and charge Tenant the cost of said work, plus twenty (20%) percent of Landlord’s cost (which building standard materials include items generally included within the term “building standard materials” in the Metropolitan New York area). (h) 1. Before commencement of Tenant’s Changes. Tenant’s general contractor and/or sub-contractors shall secure, pay for and maintain the following insurance: (i) property insurance upon all tools, material and equipment (owned, borrowed or leased by the contractor or their employees) to the full replacement value thereof during the full term of this contract. This insurance shall insure against damage or loss caused by fire and other perils covered by a standard “All Risk” insurance policy. Contractors agree to waive their right of subrogation against Owner. The property policy shall allow for a waiver of subrogation in favor of Landlord. Failure of the contractor to secure and maintain adequate coverage shall not be unreasonably withheld, conditioned obligate the Landlord or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold its agents or condition its consent to any Major Changes employees for any reason or losses; (ii) Workers Compensation affording coverage under the Workers Compensation laws of the State of New Jersey and Employers Liability coverage subject to a limit of no reason less than $500,000 each employee, $500,000 each accident, and $500,000 policy limit; (iii) Commercial General Liability Insurance for limits of $1,000,000.00 per occurrence Bodily Injury and Property Damage Combined, $1,000,000 per occurrence Personal & Advertising Injury, $2,000,000 aggregate Products and Completed Operations Liability, $100,000 Fire Legal Liability and $2,000,000 General Aggregate limit per location per job. The policy shall be written on an occurrence basis with no deductible; (iv) Automobile Liability Insurance for Bodily Injury and Property Damage in Landlord’s sole the amount of $1,000,000 combined and absolute discretion without any liability whatsoever to Tenantcovering all owned, non-owned and hired vehicles; and (v) Umbrella Liability Insurance at not less than a $5,000,000 limit providing excess coverage over all limits and coverages noted in paragraphs (i), (ii), (iii) and (iv) above. This policy shall be written on an “occurrence” basis. All Tenant Changes policies noted in the above shall become be written with insurance companies licensed to business in the property State of Landlord New Jersey and shall remain at rate no lower than A:10 in the Premises upon the expiration or earlier termination most current edition of this Lease unless Landlord notifies Tenant, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Lease.A.M.

TENANT'S CHANGES. 12.01. 8.01 Tenant shall not, at any time or from time to time during the Term, make such alterations, additions, installations, substitutions, or improvements (hereinafter collectively called "changes" and, as applied to changes provided for in this Article, "Tenant's Changes") in and to the Demised Premises, without first obtaining the Landlord's prior written consent of Landlordin all instances, make any alterations, additions or improvements in, to or about the Demised Premises (any such to be “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld. The foregoing notwithstanding, conditioned and without limitation, Landlord may, in its sole and absolute discretion, decline to consent to any changes to the structural elements of the Building and to any change which shall negatively impact any systems serving others in the Building. If Landlord shall consent, all Tenant's Changes shall comply, whether structural or delayed non-structural, with the following conditions: (a) such changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to the Demised Premises, unless Tenant shall have obtained the same or shall covenant to do so and provide to Landlord such bond or other security as it shall require; (b) the outside appearance, character or use of the Demised Premises or the Building shall not be affected, and no Tenant's Changes shall weaken or impair the structural strength or lessen the value of the Building; (c) the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected; (d) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Article and in Article 33; (e) at the Expiration Date, Tenant shall on Landlord's written request restore the Demised Premises to their condition prior to the making of any changes permitted by this Article, reasonable wear and tear excepted, unless at the time of granting of Landlord's consent, such requirement was waived by Landlord; (f) before proceeding with any change Tenant shall submit to Landlord plans and specifications for the work to be done, and shall request Landlord's approval in writing, and, if such change requires approval by or notice to the lessor of a superior lease or the holder of a superior mortgage, Tenant shall not proceed with the change until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease or superior mortgage with respect to the proposed change or alteration have been met or complied with at Tenant's expense (including, without limitation, all costs incurred by Landlord in reviewing and analyzing Tenant's request for changes); and Landlord, if it approves the change (only if Landlord's approval is required in accordance with the foregoing), will request such approval or give such notice, as the case may be; any change for which approval has been received shall be performed strictly in accordance with the approved plans and specifications, and no substantial amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord; and Tenant shall not be permitted to install and make a part of the Demised Premises any materials, fixtures or articles which are subject to liens, conditional sales contracts, security agreements or chattel mortgages; (g) Tenant shall not interfere with the access or egress of other tenants nor otherwise interfere with the peaceful use of the Building by such other tenants; and (h) Tenant shall comply with all other terms and conditions of this Lease in connection with Tenant's Changes. Neither approval of the plans and specifications nor supervision of the alteration by the 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 such cost shall exceed $25,000, Tenant shall deposit with Landlord prior to the commencement of the alteration, the full cost of such improvement in form and amount required by Landlord and/or its lender. As construction is completed, Tenant may direct Landlord to disburse such sums from said deposit based upon Landlord's architect's or engineer's certification of the percentage of completion. All costs of the foregoing shall be borne by Tenant. 8.02 All Tenant's Changes other than Major shall at all times comply with laws, orders and regulations of governmental authorities having jurisdiction thereof, and all rules and regulations of Landlord, and Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant's Changes and for final approval thereof upon completion, and shall cause Tenant's Changes to be performed in compliance therewith and with all applicable requirements of insurance bodies, and in good and first class workmanlike manner, using materials and equipment of at least first class quality. Throughout the performance of Tenant's Changes, it being agreed that Tenant, at its expense, shall carry, or cause to be carried, worker's compensation insurance in statutory limits, and general liability insurance for any occurrence on, in or about the Demised Premises, of which Landlord, managing agent and any mortgagee shall be named as parties insured, in such limits as Landlord may withhold reasonably prescribe (but not less than those specified in Article 11), with insurers admitted to do business in the State of New York having a rating of no less than "A/10" in the most current edition of Bests Key Rating Guide. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or condition its consent to any Major before the commencement of Tenant's Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. All Tenant No Tenant's Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises, unless such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense and free of superior title, liens and claims, with fixtures, equipment or other property (as the case may be) of like utility and at least equal value acceptable to Landlord (which replaced fixtures, equipment or other property shall thereupon become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease Landlord), unless Landlord notifies shall otherwise expressly consent in writing. 8.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's Changes which shall be issued by the appropriate department of the municipality where the Building is located or any other public authority having or asserting jurisdiction. Upon completion of any Tenants Changes, Tenant shall promptly furnish Landlord with sworn owner's and contractor's statements and full and final waivers of lien covering all labor and materials included in such Tenant's Changes. Tenant shall not permit any mechanics lien to be filed against the Building, or any part thereof, arising out of any Tenant's Changes performed, or alleged to have been performed, by or on behalf of Tenant. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanics and other liens in connection with Tenant's Changes, repairs or installations, including but not limited to the liens of any conditional sales of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Demised Premises and against all costs, attorney's fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall commence the necessary proceedings to procure the satisfaction or discharge of all such liens within ten (10) business days after its receipt of notice the filing of such lien against the Demised Premises or the Building and shall, within the minimum time period possible under the laws of the State of New York, cause such lien to be discharged. If Tenant shall fail to comply with the foregoing requirements within the aforesaid time periods, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. If Landlord is required to make any repairs or perform any maintenance or do any work of any nature whatsoever with respect to Tenant's Changes, that then Tenant will shall pay to Landlord immediately upon demand the cost of any such repairs or maintenance as Additional Rent. However, nothing herein shall be required construed to remove such Tenant Changes upon the expiration or earlier termination of this Leaseimpose a duty on Landlord to mitigate its damages by undertaking any repair which is Tenant's obligation.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notmay from time to time during the term of this lease, without first obtaining the written consent of Landlordat its expense, make any such alterations, additions additions, installations, substitutions, improvements and decorations (hereinafter collectively referred to as “changes” and, as applied to changes provided for in this Article, “Tenant’s Changes”) in and to the Demised Premises, excluding structural changes and changes which affect the Building systems, as Tenant may reasonably consider necessary for the conduct of its business in the Demised Premises, on the following conditions: (a) the outside appearance or improvements in, to the strength of the Building or about of any of its structural parts shall not be affected; (b) no part of the Building outside of the Demised Premises shall be physically affected: (c) the proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required adversely affected or the usage of such systems by Tenant shall not be increased; (d) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article; (e) before proceeding with any Tenant’s Changes, Tenant will advise Landlord thereof and shall submit the names of the contractors or subcontractors who will be performing Tenant’s Changes for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgmentapproval, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval shall not be unreasonably withheld, conditioned or delayed delayed. Additionally, any Tenant’s Changes (including, without limitation, Tenant’s Work) except for any Tenant’s Changes of a purely decorative nature, shall be performed under the supervision of a licensed architect (hereinafter referred to as “Tenant’s Architect”) approved by Landlord, in advance, which approval shall not be unreasonably withheld, conditioned or delayed. Before proceeding with any Tenant’s Changes, Tenant shall submit to Landlord plans and specifications and all changes and revisions thereto prepared by Tenant’s Architect, for the work to be done for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall be permitted to make changes to the Demised Premises to add sprinklers therein provided the plans for same are submitted to Landlord for its prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants, but not to exceed $3,500 for any project and there shall be no charge with respect to the initial work Tenant performs prior to opening for business at the Demised Premises. Tenant agrees that any review or approval by Landlord of any plans and specifications is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. The granting by landlord of its approval to such plans and specifications shall in no manner constitute or be deemed to constitute a judgment or acknowledgment by Landlord as to their legality or compliance with laws and/or requirements of public authorities. Landlord may as a condition of its approval require Tenant to make reasonable revisions in and to the plans and specifications and to post a bond or other security reasonably satisfactory to Landlord to insure the completion of Tenant’s Changes other than Major and/or Tenant’s Work. 13.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion and shall furnish copies thereof to Landlord, and shall cause Tenant’s Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using first class materials and equipment. Tenant’s Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnity Landlord therefor to the latter’s reasonable satisfaction) as not to impose any additional expense upon, Landlord in the renovation, maintenance or operation of the Building or any portion thereof. Tenant’s Changes shall be performed diligently and expeditiously. Throughout the performance of Tenant’s Changes, it being agreed that Tenant, at its expense, shall carry, or cause to be carried, worker’s compensation insurance in statutory limits and general liability insurance for any occurrence in or about the Building and/or the Unit as set forth in Section 11.02 hereof, in which Landlord and its agents and any other party named by Landlord (including without limitation, the Condominium and the managing agent thereof) shall be named as parties insured, in such limits as Landlord may withhold reasonably prescribe, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of Tenant’s Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant’s Changes. If any of Tenant’s Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant’s Property (as defined in Article 14), such fixtures, equipment or other property shall be promptly replaced, at Tenant’s expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent in writing and Tenant shall, upon Landlord’s request in advance of the removal, surrender any such fixtures, equipment or property so removed to Landlord upon such removal. All electrical and plumbing work in connection with Tenant’s Changes shall be performed by contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. Upon the completion of Tenant’s Changes, Tenant shall furnish to Landlord a complete set of “as-built” plans and specifications. 13.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant’s Changes which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanic’s and other liens filed in connection with Tenant’s Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises and against all costs, expenses and liabilities incurred in connection with any such lien, security interest, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge or bonding over of all such liens within thirty (30) days after Landlord makes written demand therefor. Nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any such notice of violation, provided that Tenant shall comply with the provisions of Section 10.02. 13.04 Tenant agrees that the exercise of its rights pursuant to the provisions of this Article 13 or any other provision of this lease shall not be done in a manner which would create any work stoppage, picketing, labor disruption or dispute or violate Landlord’s union contracts affecting the Land, the Building or the Unit nor cause any material or unreasonable interference with the business of Landlord or any tenant or occupant of the Building, without the prior written consent of Landlord and/or the Condominium. In the event of the occurrence of any condition its consent described above arising from Tenant’s violation of the provisions of this Article 13 or any other provision of this lease, Tenant shall, immediately upon notice from Landlord, cease the violation giving rise to such condition. The parties agree that in such instance, Landlord will suffer irreparable harm for which money damages will be an insufficient remedy. For that reason, in the event Tenant fails to cease such violation, Landlord, in addition to any Major Changes rights otherwise available to it under this lease and pursuant to law and equity, shall have the right to a court order granting an injunction against Tenant’s manner of exercise of its rights as aforesaid, application for such injunction to be made without notice. Notwithstanding anything to the contrary in this lease, Landlord shall not require Tenant to use union labor in connection with any reason of the work specified in this Article 13 or no reason elsewhere in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Lease. 13.05 The timely and lien free completion of Tenant’s Work which shall, without limitation, include the design, remodeling and enhancement of the the interior of the Demised Premises, shall be performed in accordance with the terms and provisions of this Article 13.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notmay from time to time during the term of this Lease, without first obtaining at its expense, make such other alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively referred to as “changes” and, as applied to changes provided for in this Article, “Tenant’s Changes”) in and to the Demised Premises, excluding structural changes, as Tenant may reasonably consider necessary for the conduct of its business in the Demised Premises with the prior written consent of Landlord, make which consent shall be at Landlord’s sole discretion, on the following conditions: (a) the outside appearance or the strength of the Building or of any alterations, additions or improvements in, to or about of its structural parts shall not be affected; (b) no part of the Building outside of the Demised Premises shall be physically affected and in no event may Tenant install or maintain any window air-conditioning unit; (c) the proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required adversely affected or the usage of such systems by Tenant shall not be increased; (d) all Tenant’s Changes shall be consistent with the first class character and quality of the Building, and its landmark status, if any; (e) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article; (f) Before proceeding with any Tenant’s Changes, Tenant will advise Landlord thereof and shall submit to Landlord proof reasonably satisfactory of the cost thereof and the name of the contractor who will be performing Tenant’s Changes for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgmentapproval, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval shall not be unreasonably withheldwithheld or delayed. In selecting a contractor, conditioned Tenant will allow a contractor selected by Landlord to bid on the job but nothing herein shall be deemed to require Tenant to select such contractor. Additionally, before proceeding with any Tenant’s Changes other than those of a decorative nature such as painting, wall coverings and floor coverings, Tenant shall submit to Landlord plans and specifications and all changes and revisions thereto, for the work to be done for Landlord’s approval (which approval shall not be unreasonably withheld or delayed except in connection with Tenant’s Changes which relate to items set forth in Section 13.01(a)-(c)) above and Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants, provided such costs shall not exceed $2,500.00. Any mechanical and electrical engineering plans required in connection with Tenant’s Changes shall be prepared at Tenant’s sole cost and expense, by the Building’s engineer and any plans and specifications required to be submitted to, or filed with, any governmental agency shall be submitted or filed by the Building’s expediter, at Tenant’s sole cost and expense. A complete set of the plans and specifications shall be submitted by Tenant to both the Building manager at the Building and the Property Manager at Landlord’s address. Tenant agrees that any review or approval by Landlord of any plans and specifications is solely for Landlord’s benefit and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. The granting by Landlord of its approval to such plans and specifications shall in no manner constitute or be deemed to constitute a judgment or acknowledgment by Landlord as to their legality or compliance with laws and/or requirements of public authorities. Additionally, the execution by Landlord of any application by or on behalf of Tenant Changes other than Major Changesfor any permits, it being agreed that approvals, licenses or permission shall not be deemed to be an approval by Landlord of any of Tenant’s plans and specifications. Landlord may withhold as a condition of its approval require Tenant to make revisions in and to the plans and specifications and to post a bond or condition its consent other security reasonably satisfactory to any Major Changes for any reason or no reason Landlord to insure the completion of such change. Notwithstanding anything to the contrary contained in this Section 13.01, Tenant may perform decorative changes in the Premises including painting and carpeting, without obtaining Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All consent thereto, providing Tenant Changes shall become the property of first provides Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within with ten (10) business days notice prior to performing such work. 13.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion and shall furnish copies thereof to Landlord, and shall cause Tenant’s Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using first-class materials and equipment. Tenant’s Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord therefor to the latter’s reasonable satisfaction) as not to impose any additional expense upon, Landlord in the renovation, maintenance or operation of the Building or any portion thereof. Throughout the performance of Tenant’s Changes, Tenant, at its expense, shall carry, or cause to be carried, worker’s compensation insurance in statutory limits with a waiver of subrogation in favor of Landlord, the Present Additional Insureds and all other additional insureds as requested by Landlord and otherwise as set forth in Section 11.02(b) and commercial general liability insurance for any occurrence in or about the Building with limits and otherwise as set forth in Section 11.02(a) hereof. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of Tenant’s Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant’s Changes. If any of Tenant’s Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant’s Property (as defined in Article 14), such fixtures, equipment or other property shall be promptly replaced, at Tenant’s expense, with first-class fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent in writing and Tenant shall, upon Landlord’s request, deliver any such fixtures, equipment or property so removed to Landlord. All electrical and plumbing work in connection with Tenant’s Changes shall be performed by contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. Upon completion of Tenant’s Changes, Tenant shall furnish a complete set of “as built” plans and specifications to both the Building manager at the Building and to Landlord. 13.03 Tenant shall defend, indemnify and save Landlord harmless from and against (a) all mechanic's and other liens filed, and (b) all violations issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction, in connection with or arising from, or otherwise connected with, any Changes (including Tenant's Work) or any other work claimed to have been done for, or materials furnished to, Tenant or any person or entity claiming by, through or under Tenant, whether or not done or furnished pursuant to this Article, including, without limitation, the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises, and against all costs, expenses and liabilities incurred or paid in connection with any such lien, violation, security interest, conditional sale, or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall satisfy, cancel or discharge all such liens and violations, and remove same from the record (or may bond such liens) within fifteen (15) days after its receipt of notice Landlord makes written demand therefor, provided, however, that the granting of such fifteen (15) days shall not effect Tenant's other obligations and liabilities under this Lease, including the indemnification obligation set forth in this Section. 13.04 Tenant Changesagrees that the exercise of its rights pursuant to the provisions of this Article 13 or any other provision of this Lease shall not be done in a manner which would create any work stoppage, that picketing, labor disruption or dispute or violate Landlord’s union contracts affecting the Land and/or Building nor interference with the business of Landlord or any Tenant will be required or occupant of the Building. In the event of the occurrence of any condition described above arising from the exercise by Tenant of its right pursuant to remove such Tenant Changes upon the expiration provisions of this Article 13 or earlier termination any other provision of this Lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. The parties agree that in such instance, Landlord will suffer irreparable harm for which money damages will be an insufficient remedy. For that reason, in the event Tenant fails to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any rights otherwise available to it under this Lease and pursuant to law and equity, shall have the right to a court order granting an injunction against Tenant’s manner of exercise of its rights as aforesaid, application for such injunction to be made without notice. With respect to Tenant’s Changes, Tenant shall make all arrangements for, and pay all expenses incurred in connection with use of the freight elevators servicing the Demised Premises.

TENANT'S CHANGES. 12.01. 12.01 Tenant may, at any time and from time to time during the Term, at its sole expense, make such other alterations, additions, installations, substitutions, improvements and decorations, including the installation and maintenance of such wiring and cable as is necessary to operate and maintain Tenant's telephone business at the Demised Premises, (hereinafter collectively called "Changes" and, as applied to including the installation and maintenance of such wiring and cable as is necessary to operate and maintain its telephone business at the Demised Premises, changes provided for in this Article, "Tenant's Changes") to the Demised Premises, excluding structural changes and changes affecting the mechanical systems, on the following conditions, and providing such changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to the Demised Premises: (a) The outside appearance, character or use of the Building shall notnot be affected, without first obtaining and no Tenant's Changes shall weaken or impair the written consent structural strength or, in the opinion of Landlord, make any alterations, additions or improvements in, to or about lessen the value of the Building; (b) No part of the Building outside of the Demised Premises shall be physically affected; (c) The proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required for any adversely affected; (d) In performing the work involved in making such changes Tenant Changes that shall be bound by and observe all of the conditions and covenants contained in this Article; (ie) are non-structural and will notAt the Expiration Date, in Tenant shall on Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving 's written request restore the Demised Premises or to their condition prior to the making of any other portion of the Building (“Major Changes”)changes permitted by this Article, reasonable wear and tear excepted, and Landlord shall be entitled to additional security pursuant to Article 15 for the performance of Tenant's obligation; (iif) do not costAt least thirty (30) days prior to proceeding with any change (exclusive of changes in items constituting "Tenant's Property" as defined in Article 13) Tenant shall submit to Landlord plans and specifications for the work to be done, for Landlord's approval in the aggregatewriting, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval shall not be unreasonably withheld, conditioned and, if such change requires approval by or delayed notice to the lessor of a superior lease or the holder of a superior mortgage, Tenant shall not proceed with the change until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease or superior mortgage with respect to the proposed change or alteration have been met or complied with at Tenant's expense; and Landlord if it approves the change, will request such approval or give such notice, as the case may be. Any change for which approval has been received shall be performed strictly in accordance with the approved plans and specifications, and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Tenant shall not be permitted to install and make part of the Demised Premises any materials, fixtures or articles which are subject to liens, conditional sales contracts, security agreements or chattel mortgages; and (g) Tenant shall comply with all other terms and conditions of this Lease in connection with Tenant's Changes. 12.02 All Tenant's Changes shall at all times comply with laws, orders and regulations of governmental authority having jurisdiction thereof, and all rules and regulations of Landlord and Tenant at its expense, shall obtain all necessary governmental permits 'and certificates for the commencement and prosecution of Tenant's Changes and for final approval thereof upon completion, and shall cause Tenant's Changes to be performed in compliance therewith and with all applicable requirements of insurance bodies, and in good and first class workmanlike manner, using materials and equipment at least equal in quality and class to the original installations of the Building. Tenant's Changes shall be performed in such manner as not to interfere with the occupancy of any other than Major tenant in the Building nor delay, or impose any additional expense upon Landlord in the construction, maintenance or operation of the Building, and shall be performed by contractors or mechanics approved by Landlord and in accordance with the Building Rules and Regulations for Trades Conducting Operations, attached hereto as Exhibit C-1 and Insurance Requirements for Trades Conducting Operations in the Building, attached hereto as Exhibit C-2. Throughout the performance of Tenant's Changes, it being agreed that Tenant, at its expense, shall carry, or cause to be carried, workmen's compensation insurance in statutory limits, and general liability insurance for any occurrence on, in or about the Building, in which Landlord and its managing agent shall be named as parties insured, in such limits as Landlord may withhold reasonably prescribe (but not less than those specified in Section 16.02), with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or condition its consent to any Major before the commencement of Tenant's Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. All Tenant No Tenant's Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not "Tenant's Property" (as defined in Article 13), unless Landlord's prior written consent is first obtained and unless such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense and free of superior title, liens and claims, with fixtures, equipment or other property (as the case may be) of like utility and at least equal value (which replaced fixtures, equipment or other property shall thereupon become the property of Landlord), unless Landlord shall otherwise consent in writing. 12.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's Changes which shall be issued by the appropriate department of the municipality in which the Building is located or any other public authority having jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanics and other liens in connection with Tenant's Changes, repairs or installations, including but not limited to the liens of any conditional sales of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Demised Premises and against all costs, attorney's fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within thirty (30) days of the filing of such lien against the Demised Premises or the Building. If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of any action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and shall remain all costs and expenses incurred by Landlord in connection therewith, together with interest thereon at the Premises upon lesser of the expiration maximum permitted by law or earlier termination 1 1/2% per month or portion thereof from the respective dates of Landlord's making of the payment or incurring of the cost and expense shall constitute additional rent payable by Tenant under this Lease unless and shall be paid by Tenant on demand. If Tenant makes any such payment it shall not be entitled to any set-off against rent due hereunder. Tenant agrees that it will not at any time prior to or during the Term, either directly or indirectly, use any contractors, labor or materials in the Demised Premises, if the use of such contractors, labor or materials would, in the Landlord's reasonable opinion, create any difficulty with other contractors or labor engaged by Tenant or Landlord notifies Tenantor would in any way disturb harmonious labor relations in the construction, maintenance or operation of the Building or any part thereof or any other building owned or operated by Landlord or any affiliate of Landlord. 12.04 If Tenant requires Landlord to perform work during other than Regular working Hours, or if Tenant desires to perform work through its contractors, agents or employees during other than Regular Working Hours, Tenant shall pay as additional rent, the cost of employing such additional help as shall be required under the rules and regulations of unions employed in connection with the Building. Payment shall be made by Tenant to Landlord within ten (10) business days after its receipt being billed therefor. 12.05 In the event Landlord does not perform the work for Tenant, Tenant shall pay to Landlord a supervisory fee (which shall include the cost of notice review of the proposed Tenant's Changes) equal to Landlord's actual out-of-pocket expenses for such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Leasesupervision.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notmay from time to time during the term of this lease, without first obtaining the written consent of Landlordat its expense, make any alterations, additions additions, installations, substitutions, improvements and decorations (hereinafter collectively referred to as "CHANGES" and, as applied to changes provided for in this Article, "TENANT'S CHANGES") in and to the Demised Premises, excluding structural changes, as Tenant may reasonably consider necessary for the conduct of its business in the Demised Premises, on the following conditions: (a) the outside appearance or improvements in, to the strength of the Building or about of any of its structural parts shall not be affected; (b) no part of the Building outside of the Demised Premises shall be physically affected; (c) the proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required for any adversely affected or the usage of such systems by Tenant Changes shall not be increased provided, however, that (i) where particular capacities or usages are non-structural and will notexpressly stated in this lease, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Tenant may increase its usage of such specific Building systems serving but Tenant shall not exceed such stated capacities or usage; (d) in performing the Demised Premises or any other portion work involved in making such changes, Tenant shall be bound by and observe all of the Building (“Major Changes”), conditions and (ii) do not cost, covenants contained in the aggregatefollowing Sections of this Article; (e) before proceeding with any Tenant's Changes, more than (a) Thirty-Five Thousand Dollars ($35,000.00) Tenant will advise Landlord thereof and shall submit to Landlord proof reasonably satisfactory of the cost thereof and shall submit the names of the contractors or subcontractors who will be performing Tenant's Changes for Tenant Changes that require a building permit from the municipality in Landlord's approval, which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval shall not be unreasonably withheld, conditioned or delayed delayed. Additionally, before proceeding with any Tenant's Changes (i) for which plans and specifications must be submitted to any governmental agency; or (ii) any change to the electrical, sanitary, plumbing or any other Building system, or (iii) which involves any structural change, Tenant shall submit to Landlord plans and specifications and all changes and revisions thereto, for the work to be done for Landlord's approval, which approval, with respect to any Tenant Changes other than Major Changesthe plans and specifications for the work set forth in subdivision (i) above, it being agreed shall not be unreasonably withheld, conditioned or delayed. Any objections by Landlord to such plans and specifications must be in reasonably specific detail. In the event that Landlord may withhold or condition its consent fails to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever respond to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within ten (10) business days after its receipt of notice Tenant's submission of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Lease.plans and specifications,

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notmay from time to time during the term of this lease, without first obtaining the written consent of Landlordat its expense, make any such other alterations, additions additions, installations, substitutions, improvements and decorations (hereinafter collectively referred to as "changes" and, as applied to changes provided for in this Article, "Tenant's Changes") in and to the Demised Premises, excluding structural changes, as Tenant may reasonably consider necessary for the conduct of its business in the Demised Premises, on the following conditions: (a) the outside appearance or improvements inthe strength of the Building or of any of its structural parts shall not be affected; (b) except as otherwise expressly provided in this lease, to or about no part of the Building outside of the Demised Premises shall be physically affected; (c) the proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required for any adversely affected or the usage of such systems by Tenant Changes that shall not be increased above the allocations set forth in this lease; (id) are non-structural in performing the work involved in making such changes, Tenant shall be bound by and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion observe all of the Building (“Major Changes”), conditions and (ii) do not cost, covenants contained in the aggregatefollowing Sections of this Article; (e) before proceeding with any Tenant's Changes, more than (a) Thirty-Five Thousand Dollars ($35,000.00) Tenant will advise Landlord thereof and shall submit to Landlord proof reasonably satisfactory of the cost thereof and shall submit the names of the contractors or subcontractors who will be performing Tenant's Changes for Tenant Changes that require a building permit from the municipality in Landlord's approval, which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval shall not be unreasonably withheldwithheld or delayed. Additionally, conditioned before proceeding with any Tenant's Changes (i) for which plans and specifications must be submitted to any governmental agency; or delayed (ii) any change to the electrical, sanitary, plumbing or any other Building system, or (iii) which involves any structural change, Tenant shall submit to Landlord plans and specifications and all changes and revisions thereto, for the work to be done for Landlord's approval, which approval, with respect to any Tenant Changes other than Major Changesthe plans and specifications for the work set forth in subdivision (i) above, it being agreed shall not be unreasonably withheld or delayed. Any objections by Landlord to such plans and specifications must be in reasonably specific detail. In the event that Landlord may withhold or condition its consent fails to any Major Changes for any reason or no reason in Landlord’s sole respond to Tenant within fifteen (15) business days of Tenant's submission of such plans and absolute discretion without any liability whatsoever specifications, Tenant shall send to Tenant. All Tenant Changes Landlord a notice (hereinafter referred to as the "Second Notice") which shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease state that unless Landlord notifies Tenant, responds to the submission of such plans and specifications within ten (10) business days after its receipt of the Second Notice, Landlord's approval of the work set forth in the plans and specifications shall be deemed granted, and, in the event Landlord fails to respond to such Second Notice within ten (10) days of receipt thereof, Landlord will be deemed to have consented to the work set forth in the plans and specifications. Tenant shall, within fifteen (15) days of demand by Landlord, pay to Landlord the reasonable out-of-pocket costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by any third-party architect, engineer and other consultants. With respect to any other changes to be performed by Tenant, Tenant shall submit plans and specifications for information purposes only prior to proceeding with such changes. Tenant agrees that any review or approval by Landlord of any plans and specifications is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. The granting by Landlord of its approval to such plans and specifications shall in no manner constitute or be deemed to constitute a judgment or acknowledgment by Landlord as to their legality or compliance with laws and/or requirements of public authorities. Landlord may as a condition of its approval require Tenant to make revisions in and to the plans and specifications and, with respect to any change (other than Tenant's Work as defined in Article 4) the estimated cost of which equals or exceeds $250,000.00 as certified by Tenant's licensed architect in writing to Landlord delivered prior to the commencement of such change, require Tenant to post a bond or other security reasonably satisfactory to Landlord to insure the completion of such change. 13.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant's Changes and for final approval thereof upon completion and shall furnish copies thereof to Landlord, and shall cause Tenant's Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using first-class materials and equipment. Upon Tenant's request and at Tenant's sole cost and expense, Landlord shall join in the application for any licenses, permits, approvals and authorizations whenever such action is necessary and shall otherwise reasonably cooperate with Tenant provided, however, that in no event shall Landlord be obligated to join in any application or otherwise permit a change in the certificate of occupancy for the Building or the Demised Premises. Tenant's Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord therefor to the latter's reasonable satisfaction) as not to impose any additional expense upon, Landlord in the maintenance or operation of the Building or any portion thereof. Throughout the performance of Tenant's Changes, Tenant, at its expense, shall carry, or cause to be carried, worker's compensation insurance in statutory limits and general liability insurance for any occurrence in or about the Building as set forth in Section 11.02 hereof, in which Landlord and its agents shall be named as parties insured. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of Tenant's Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. If any of Tenant's Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant's Property (as defined in Article 14), such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent in writing and Tenant shall, upon Landlord's request, return same to Landlord. All electrical and plumbing work in connection with Tenant's changes shall be performed by contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. Upon the completion of Tenant's Changes, Tenant shall furnish to Landlord a complete set of "as-built" plans and specifications if prepared by or on behalf of Tenant and, if not prepared, a complete set of approved plans and specifications modified to show field and other changes and revisions thereto. 13.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's Changes which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanic's and other liens filed in connection with Tenant's Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises and against all costs, expense and liabilities incurred in connection with any such lien, security interest, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within twenty (20) days after Landlord makes written demand therefor. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any such notice of such Tenant Changesviolation, provided that Tenant will be required to remove such Tenant Changes upon shall comply with the expiration or earlier termination provisions of this LeaseSection 10.

TENANT'S CHANGES. 12.01. 12.01 Tenant may, at any time and from time to time during the Term of this Lease, at its sole expense, make alterations, additions, installations, substitutions, improvements, and decorations (hereinafter collectively called "changes" and, as applied to changes provided for in this Article, "Tenant's Changes") in and to the Demised Premises, excluding structural changes, on the following conditions, and providing such changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to the Demised Premises: (A) The outside appearance, character or use of the Building shall notnot be affected, without first obtaining and no Tenant's Changes shall weaken or impair the written consent structural strength or, in the opinion of Landlord, make any alterations, additions or improvements in, to or about lessen the value of the Building. (B) No part of the Building outside of the Demised Premises shall be physically affected. (C) The proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required for any adversely affected. (D) In performing the work involved in making the changes, Tenant Changes that shall be bound by and observe all of the conditions and covenants contained in the following Section of this Article. (iE) are non-structural Tenant shall not be permitted to install and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving make part of the Demised Premises any materials, fixtures or articles which are subject to liens, conditional sales contracts or chattel mortgages. (F) At the Expiration Date, or the date of any other portion earlier termination of this Lease, Tenant shall upon Landlord's written request restore the Building Demised Premises to their condition prior to the making of any changes permitted by this Article, reasonable wear and tear excepted. (“Major Changes”)A) Before proceeding with any change (exclusive of changes to items constituting "Tenant's Property" as defined in Article 13) Tenant shall submit to Landlord plans and specifications (including mechanical, electrical and (ii) do not costplumbing drawings, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00if applicable) for Tenant Changes that require a building permit from the municipality in work to be done, for Landlord's written approval, which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval shall not be unreasonably withheld. If Landlord shall disapprove of any of Tenant's plans, conditioned Tenant shall be advised of the reasons of such disapproval. In any event, Tenant agrees to pay to Landlord, as Additional Rent, the reasonable cost of such review within forty-five (45) days of receipt of a written demand therefor from Landlord. (B) If the proposed change requires approval by or delayed notices to the lessor of a superior lease or the holder of a superior mortgage, no change shall be proceeded with until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease or superior mortgage with respect to the proposed change or alteration have been met or complied with at Tenant's expense; and Landlord, if it approves the change, will request such approval or give such notice, as the case may be. Any change for which approval has been received shall be performed strictly in accordance with the approved plans and specifications, and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. (C) After Landlord's written approval has been sent to Tenant and the approval by or notice to the lessor of a superior lease or the holder of a superior mortgage has been received or given, as the case may be, Landlord shall deliver to Tenant a list of approved contractors to construct Tenant's Changes and Tenant shall designate in writing the contractor it selects to perform the Tenant's Changes. Tenant shall deliver to Landlord promptly upon execution thereof all agreements entered into with such contractors and, promptly upon receipt thereof, copies of all contracts, work orders, amendments, change orders, invoices, receipts and bills relating to the Tenant's Changes. Tenant's contractors shall 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 Tenant's Changes and for final approval thereof upon completion. In the event Tenant shall request any changes in the work to be performed after the submission of the plans referred to in this Article, such additional changes shall be subject to the same approvals and notices as the changes initially submitted by Tenant. (D) Tenant Changes other than Major shall pay to Landlord as Additional Rent for services to be performed by Landlord in connection with Tenant's Changes, it being agreed a fee equal to fifteen percent (15%) of the total cost of the Tenant's Changes, including painting; provided, however, that if Tenant shall only require painting of the Demised Premises during the Term of this Lease, Landlord's fee therefor shall be a sum equal to seven and five-tenths percent (7.5%) of the total cost of such painting. 12.03 All Tenant's Changes shall at all times comply with laws, orders and regulations of governmental authorities having jurisdiction thereof, and all rules and regulations of Landlord, and Tenant shall cause Tenant's Changes to be performed in compliance therewith and with all applicable requirements of insurance bodies, and in good and first class workmanlike manner, using materials and equipment at least equal in quality and class to the original installations of the Building. Tenant's Changes shall be performed in such manner as not to interfere with the occupancy of any other tenant in the Building nor delay or impose any additional expense upon Landlord in the construction, maintenance or operation of the Building, and shall be performed by contractors or mechanics approved by Landlord and submitted to Tenant pursuant to Section 12.02(C). Throughout the performance of Tenant's Changes, Tenant, at its expense, shall carry, or cause to be carried, workmen's compensation insurance in statutory limits, and general liability insurance for any occurrence in or about the Building, of which Landlord and its managing agent shall be named as parties insured, in such limits as Landlord may withhold reasonably prescribe, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or condition its consent to any Major before the commencement of Tenant's Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. All Tenant No Tenant's Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant's Property (as such term is defined in Article 13), unless Landlord's prior written consent is first obtained and unless such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense and free of superior title, liens and claims with fixtures, equipment or other property (as the case may be) of like utility and at least equal value (which replaced fixture, equipment or other property shall thereupon become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease Landlord), unless Landlord notifies shall otherwise expressly consent in writing. 12.04 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's Changes which shall be issued by the Department of Buildings or any other public authority having or asserting jurisdiction. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any such notice of violation provided the Tenant shall comply with the provisions of Section 9.01. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanics and other liens in connection with Tenant's Changes, repairs or installations, including but not limited to the liens of any conditional sales of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Demised Premises and against all costs, attorneys' fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within ten (10) business days after its receipt of notice the filing of such lien against the Demised Premises or the Building. If Tenant Changesshall fail to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses incurred by Landlord, in connection therewith, together with interest thereon at an annual rate of interest specified in Section 41.02 from the respective dates of Landlord's making of the payment or incurring of the cost and expense shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant on demand. If Tenant makes any such payment it shall not be entitled to any set-off against Rent due hereunder. Tenant agrees that it will not at any time prior to or during the Term, either directly or indirectly, use any contractors, labor or materials in the Demised Premises, if the use of such contractors, labor or materials would, in Landlord's opinion, create any difficulty with other contractors or labor engaged by Tenant will be required to remove such Tenant Changes upon or Landlord or others or would in any way disturb harmonious labor relations in the expiration construction, maintenance or earlier termination operation of this Leasethe Building or any part thereof.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notnot during the term of this Lease, without first obtaining make alterations, additions, installation, substitutions, improvements and decorations (hereinafter collectively referred to as "CHANGES" and, as applied to changes provided for in this Article, "TENANT'S CHANGES") in and to the written consent Demised Premises. In the event Landlord approves any requested Tenant's Changes, Tenant agrees that these will be subject to the following conditions: (a) No Tenant Change shall affect the outside appearance or the strength of the Building or of any of its structural parts. (b) No Tenant Change shall affect any part of the Building outside of the Demised Premises. (c) No Tenant Change shall adversely affect the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building. (d) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article; and (e) Before proceeding with any Tenant's Changes, Tenant will advise Landlord thereof and shall submit to Landlord all plans and specifications and all changes and revisions thereto for the proposed changes, and for the work to be done for Landlord's approval and Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants. Landlord may as a condition of its approval require Tenant to make any alterations, additions revisions in and to the plans and specifications and to post a bond or improvements in, other security reasonably satisfactory to or about Landlord to insure the Demised Premises (any completion of such to be “Tenant Changes”)change. Notwithstanding the foregoing, Landlord’s consent 's approval of plans and specifications shall not be required for in connection with any Tenant Changes that (i) are cosmetic non-structural and will notchange, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion estimated cost of the Building (“Major Changes”), and (ii) do not costwhich, in the aggregate, more than (a) Thirty-Five Thousand Dollars does not exceed seven thousand five hundred ($35,000.007,500.00) dollars provided such changes may be undertaken without the filing of any materials with the City of Fort ▇▇▇ (exclusive of the costs of decorating work and items constituting TENANT'S PROPERTY, as defined in Article 14, and any architect's and engineer's fees) and provided same complies with all applicable laws, rules and regulations. (f) Landlord will choose a contractor who will perform the Tenant's Changes at Tenant's sole cost and expense. Additionally, Tenant shall pay to Landlord, on demand, an amount equal to twenty (20%) percent of the contract price, which includes Landlord's overhead for administration, review and handling of the Changes. (g) It is further agreed upon that should the Tenant fail after three (3) days request by Landlord to provide any necessary information to the Landlord, the Landlord may, at it's option, perform the Changes that require using building standard materials and charge Tenant the cost of said work, plus twenty (20%) percent of Landlord's cost (which building standard materials include items generally included within the term "building standard materials" in the Metropolitan New York area). (h) 1. Before commencement of Tenant's Changes, Tenant's general contractor and/or sub-contractors shall secure, pay for and maintain the following insurance: (i) property insurance upon all tools, material and equipment (owned, borrowed or leased by the contractor or their employees) to the full replacement value thereof during the full term of this contract. This insurance shall insure against damage or loss caused by fire and other perils covered by a building permit from standard "All Risk" insurance policy. Contractors agree to waive their right of subrogation against Landlord. The property policy shall allow for a waiver of subrogation in favor of Landlord. Failure of the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent contractor to secure and maintain adequate coverage shall not be unreasonably withheld, conditioned obligate the Landlord or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold its agents or condition its consent to any Major Changes employees for any reason or losses; (ii) Workers Compensation affording coverage under the Workers Compensation laws of the State of New Jersey and Employers Liability coverage subject to a limit of no reason less than $500,000 each employee, $500,000 each accident, and $500,000 policy limit; (iii) Commercial General Liability Insurance for limits of $1,000,000 per occurrence Bodily Injury and Property Damage Combined, $1,000,000 per occurrence Personal & Advertising Injury, $2,000,000 aggregate Products and Completed Operations Liability, $100,000 Fire Legal Liability and $2,000,000 General Aggregate limit per location per job. The policy shall be written on an occurrence basis with no deductible; (iv) Automobile Liability Insurance for Bodily Injury and Property Damage in Landlord’s sole the amount of $1,000,000 combined and absolute discretion without any liability whatsoever to Tenantcovering all owned, non-owned and hired vehicles; and (v) Umbrella Liability Insurance at not less than a $5,000,000 limit providing excess coverage over all limits and coverages noted in paragraphs (i), (ii), (iii) and (iv) above. This policy shall be written on an "occurrence" basis. All Tenant Changes policies noted in the above shall become be written with insurance companies licensed to business in the property State of Landlord New Jersey and shall remain at rate no lower than A:10 in the Premises upon the expiration or earlier termination most current edition of this Lease unless Landlord notifies Tenant, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Lease.A.M.

TENANT'S CHANGES. 12.01. Tenant shall not6.1 All renovations, without first obtaining the written consent material decorations, additions, installations, improvements and/or alterations of Landlord, make any alterations, additions kind or improvements in, to or about nature in the Demised Premises (hereinafter collectively referred to as "changes" and, as applied to changes provided for in this Article, "Tenant's Changes") shall require the prior written consent of Landlord in each instance. The following conditions shall apply to all Tenant's Changes: A. The outside appearance except for approved signage or the strength of the Building or of any such to be “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent of its structural parts shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect affected; B. No part of the HVAC, electric, sanitary, elevator or other Building systems serving outside of the Demised Premises or shall be affected; C. The proper functioning of any of the mechanical, electrical, sanitary and other portion service systems of the Building (“Major shall not be adversely affected and the usage of such systems by Tenant shall not be increased; D. In performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Article and by the Rules and Regulations contained in Exhibit C; E. All materials, methods and processes used in the performance of Tenant's Changes shall conform to the standards of the Building; F. Before proceeding with any Tenant's Changes”), Tenant will advise Landlord thereof and shall submit to Landlord proof reasonably satisfactory of the cost thereof; and G. Tenant's Changes shall be performed only by contractors and subcontractors approved by Landlord, including the sprinkler, security, life safety system, plumbing, electrical and other Building system subcontractors for the Building, and (ii) do all engineering in connection with any Tenant's Changes shall be performed by an engineer approved by Landlord, such approval not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not to be unreasonably withheld, conditioned at Tenant's sole cost and expense. 6.2 Before proceeding with any Tenant's Changes, Tenant shall submit to Landlord full plans and specifications and all changes and revisions thereto, for the work to be done for Landlord's approval (which approval as to any Tenant's Changes which Landlord shall have theretofore approved in accordance with Section 6.1 hereof, shall not, as to plans and specifications only, be unreasonably withheld) and Tenant shall, upon demand of Landlord, pay to Landlord the reasonable out-of-pocket costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants. Landlord may as a condition of its approval require Tenant to make revisions in and to the plans and specifications and to post a bond or delayed other security reasonably satisfactory to Landlord in an amount to cover the estimated cost of Tenant's General Contractors Costs to insure the completion of such changes in accordance with the provisions of this Article 6. With respect to any each Tenant's Changes (excluding the "Tenant's Work" (as such term is hereinafter defined in Section 19.01)) estimated to cost $5,000,00, Tenant Changes other than Major Changesshall pay to Landlord, it being agreed that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenantas additional rent, within ten (10) business days after its receipt demand, a fee equal to ten (10%) percent of notice the total cost of Tenant's Changes, including painting, plus an additional charge equal to ten (10%) percent of the sum of such cost and fee for indirect job costs, general conditions and coordination of the work performed in connection with such changes. Notwithstanding the preceding sentence, For so long as the Tenant Changes, that is the named Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of in this Lease.Lease (i.

TENANT'S CHANGES. 12.01. Tenant may, at any time and from time to time during the term of this Lease, at its sole cost and expense, make alterations, additions, installations, substitutions, improvements ,and decorations (hereinafter collectively called "changes" and, as applied to changes provided for in this Paragraph, "Tenant's Changes") in and to the Premises, excluding structural changes, on the following conditions, and providing such changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to the Premises. (1) The outside appearance, character or use of the Building shall notnot be affected, without first obtaining and no Tenant's Changes shall weaken or impair the written consent structural strength or, in the opinion of Landlord, make lessen the value of the Building. (2) No part of the Building outside of the Premises shall be physically affected. (3) The proper functioning of any alterationsof the mechanical, additions electrical, sanitary and other service systems or improvements in, to or about the Demised Premises (any such to be “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion installations of the Building (“Major Changes”), and (ii"Service Facilities") do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be adversely affected and there shall be no construction which unreasonably withheldor materially interferes with Landlord's access to the Service Facilities or unreasonably or materially interferes with the moving of Landlord's equipment to or from the enclosures containing the Service Facilities. (4) In performing the work involved in making such changes, conditioned or delayed with respect Tenant shall be bound by and observe all of the conditions and covenants contained in this Paragraph 11. (5) All work shall be done at such times and in such manner as Landlord from time to any time may reasonably designate. (6) Tenant Changes other than Major Changes, it being agreed that Landlord may withhold or condition its consent shall not be permitted to any Major Changes for any reason or no reason in Landlord’s sole install and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property make a part of Landlord and shall remain at the Premises upon the expiration any materials, fixtures or earlier termination of this Lease unless Landlord notifies Tenantarticles which are subject to liens, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration conditional sales contracts or earlier termination of this Leasechattel mortgages.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notmay from time to time during the term of this lease, without first obtaining the written consent of Landlordat its expense, make any such alterations, additions additions, installations, substitutions, improvements and decorations (hereinafter collectively referred to as “changes” and, as applied to changes provided for in this Article, “Tenant’s Changes”) in and to the Demised Premises, excluding structural changes and changes which affect the Building systems, as Tenant may reasonably consider necessary for the conduct of its business in the Demised Premises, on the following conditions: (a) the outside appearance or improvements in, to the strength of the Building or about of any of its structural parts shall not be affected; (b) no part of the Building outside of the Demised Premises shall be physically affected; (c) the proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required adversely affected or the usage of such systems by Tenant shall not be increased; (d) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article; (e) before proceeding with any Tenant’s Changes, Tenant will advise Landlord thereof and shall submit to Landlord proof reasonably satisfactory of the cost thereof and shall submit the names of the contractors or subcontractors who will be performing Tenant’s Changes for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgmentapproval, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval shall not be unreasonably withheldwithheld or delayed. Additionally, conditioned any Tenant’s Changes (including, without limitation, Tenant’s Work) except for any Tenant’s Changes of a purely decorative nature or delayed those costing less than $50,000, shall be performed under the supervision of a licensed architect (hereinafter referred to as “Tenant’s Architect”) approved by Landlord, in advance, which approval shall not be unreasonably withheld or delayed. Notwithstanding anything herein to the contrary, Tenant shall be permitted to make changes to the storefront provided such changes are approved by Landlord, which approval shall not be unreasonably withheld or delayed, and further provided changes comply with the provisions of this Article 13. Before proceeding with any Tenant’s Changes, Tenant shall submit to Landlord plans and specifications and all changes and revisions thereto prepared by Tenant’s Architect, for the work to be done for Landlord’s approval. Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants. Tenant agrees that any review or approval by Landlord of any plans and specifications is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. The granting by Landlord of its approval to such plans and specifications shall in no manner constitute or be deemed to constitute a judgment or acknowledgment by Landlord as to their legality or compliance with laws and/or requirements of public authorities. Landlord may as a condition of its approval require Tenant to make revisions in and to the plans and specifications and to post a bond or other security reasonably satisfactory to Landlord to insure the completion of such change. A guaranty of completion of Tenant’s Work and/or Tenant’s changes by the guarantor of this lease in form satisfactory to Landlord shall be deemed security reasonably satisfactory to Landlord. 13.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion and shall furnish copies thereof to Landlord, and shall cause Tenant’s Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using first class materials and equipment. Tenant’s Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord therefor to the latter’s reasonable satisfaction) as not to impose any Tenant additional expense upon, Landlord in the renovation, maintenance or operation of the Building or any portion thereof. Tenant’s Changes other than Major shall be performed diligently and expeditiously. Throughout the performance of Tenant’s Changes, it being agreed that Tenant, at its expense, shall carry, or cause to be carried, worker’s compensation insurance in statutory limits and general liability insurance for any occurrence in or about the Building and/or the Unit as set forth in Section 11.02 hereof, in which Landlord and its agents and any other party named by Landlord (including without limitation, the Condominium and the managing agent thereof) shall be named as parties insured, in such limits as Landlord may withhold reasonably prescribe, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or condition its before the commencement of Tenant’s Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant’s Changes. If any of Tenant’s Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant’s Property (as defined in Article 14), such fixtures, equipment or other property shall be promptly replaced, at Tenant’s expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent to any Major Changes for any reason or no reason in writing and Tenant shall, upon Landlord’s request, store and preserve, at Tenant’s sole cost and absolute discretion without expense, any liability whatsoever to Tenant. All Tenant Changes shall become the such fixtures, equipment or property of Landlord so removed and shall remain at the Premises return same to Landlord upon the expiration or earlier sooner termination of this Lease unless lease. All electrical and plumbing work in connection with Tenant’s changes shall be performed by contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. Upon the completion of Tenant’s Changes, Tenant shall furnish to Landlord notifies a complete set of “as-built” plans and specifications. 13.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant’s Changes which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanic’s and other liens filed in connection with Tenant’s Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises and against all costs, expense and liabilities incurred in connection with any such lien, security interest, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within ten thirty (1030) business days after Landlord makes written demand therefor. Nothing herein contained shall prevent Tenant from contesting, in good faith and at its receipt of own expense, any such notice of violation, provided that Tenant shall comply with the provisions of Section 10.02. 13.04 Tenant agrees that the exercise of its rights pursuant to the provisions of this Article 13 or any other provision of this lease shall not be done in a manner which would create any work stoppage, picketing, labor disruption or dispute or violate Landlord’s union contracts affecting the Land, the Building or the Unit nor cause interference with the business of Landlord or any Tenant or occupant of the Building, without the prior written consent of Landlord and/or the Condominium. In the event of the occurrence of any condition described above arising from the exercise by Tenant of its right pursuant to the provisions of this Article 13 or any other provision of this lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. The parties agree that in such instance, Landlord will suffer irreparable harm for which money damages will be an insufficient remedy. For that reason, in the event Tenant fails to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any rights otherwise available to it under this lease and pursuant to law and equity, shall have the right to a court order granting an injunction against Tenant’s manner of exercise of its rights as aforesaid, application for such injunction to be made without notice. With respect to Tenant’s Changes, that Tenant will shall make all arrangements for, and pay all expenses incurred in connection with, use of the freight elevators, if any, servicing the Demised Premises. 13.05 The timely and lien free completion of Tenant’s Work shall be required to remove such Tenant Changes upon performed in accordance with the expiration or earlier termination terms and provisions of this LeaseArticle 13.

TENANT'S CHANGES. 12.01. 13.01 Tenant may from time to time during the term of this lease, at its expense, make such other alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively referred to as "changes" and, as applied to changes provided for in this Article, "Tenant's Changes") in and to the Demised Premises, excluding structural changes, as Tenant may reasonably consider necessary for the conduct of its business in the Demised Premises, on the following conditions: (a) the outside appearance or the strength of the Building or of any of its structural parts shall not be affected; (b) no part of the Building outside of the Demised Premises shall be physically affected; (c) the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected or the usage of such systems by Tenant shall notnot be increased; (d) in performing the work involved in making such changes, without first obtaining Tenant shall be bound by and observe all of the written consent conditions and covenants contained in the following Sections of this Article; (e) before proceeding with any Tenant's Changes, Tenant will advise Landlord thereof and shall submit to Landlord proof reasonably satisfactory of the cost thereof and shall submit the names of the contractors or subcontractors who will be performing Tenant's Changes for Landlord's approval, which approval shall not be unreasonably withheld or delayed. Additionally, before proceeding with any Tenant's Changes, Tenant shall submit to Landlord plans and specifications and all changes and revisions thereto, for the work to be done for Landlord's approval and Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants. Landlord may as a condition of its approval require Tenant to make any alterations, additions revisions in and to the plans and specifications and to post a bond or improvements in, other security reasonably satisfactory to or about Landlord to insure the Demised Premises (any completion of such to be “Tenant Changes”)change. Notwithstanding the foregoing, Landlord’s consent 's approval of plans and specifications shall not be required for in connection with any Tenant Changes that (i) are non-structural and will notchange, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion estimated cost of the Building (“Major Changes”), and (ii) do not costwhich, in the aggregate, more than does not exceed $25,000.00 (aexclusive of the costs of decorating work and items constituting Tenant's Property, as defined in Article 14, and any architect's and engineer's fees). 13.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant's Changes and for final approval thereof upon completion and shall furnish copies thereof to Landlord, and shall cause Tenant's Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using new materials and equipment at least equal in quality and class to the original installations in the Building. Tenant's Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord therefor to the latter's reasonable satisfaction) Thirty-Five Thousand Dollars ($35,000.00) as not to impose any additional expense upon, Landlord in the construction, maintenance or operation of the Building or any portion thereof. Throughout the performance of Tenant's Changes, Tenant, at its expense, shall carry, or cause to be carried, workmen's compensation insurance in statutory limits and general liability insurance for Tenant Changes that require a building permit from any occurrence in or about the municipality Building as set forth in Section 11.02 hereof, in which the Property is locatedLandlord and its agents shall be named as parties insured, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that such limits as Landlord may withhold reasonably prescribe, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or condition its consent to before the commencement of Tenant's Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. If any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to of Tenant. All Tenant 's Changes shall become involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant's Property (as defined in Article 14), such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent in writing and Tenant shall, upon Landlord's request, store and preserve, at Tenant's sole cost and expense, any such fixtures, equipment or property so removed and shall remain at the Premises return same to Landlord upon the expiration or earlier sooner termination of this Lease unless lease. All electrical and plumbing work in connection with Tenant's changes shall be performed by contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. Upon the completion of Tenant's Changes, Tenant shall furnish to Landlord notifies a complete set of "as built" plans and specifications. 13.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's Changes which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanic's and other liens filed in connection with Tenant's Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises and against all costs, expense and liabilities incurred in connection with any such lien, security interest, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within ten fifteen (1015) business days after Landlord makes written demand therefor. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its receipt of own expense, any such notice of violation, provided that Tenant shall comply with the provisions of Section 10.02. 13.04 Tenant agrees that the exercise of its rights pursuant to the provisions of this Article 13 or any other provision of this lease shall not be done in a manner which would create any work stoppage, picketing, labor disruption or dispute or violate Landlord's union contracts affecting the Land and/or Building nor interference with the business of Landlord or any Tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from the exercise by Tenant of its right pursuant to the provisions of this Article 13 or any other provision of this lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. In the event Tenant fails to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any rights available to it under this lease and pursuant to law, shall have the right to injunction without notice. With respect to Tenant's Changes, that Tenant will be required to remove such Tenant Changes upon shall make all arrangements for, and pay all expenses incurred in connection with, use of the expiration or earlier termination of this Leasefreight elevators servicing the Demised Premises.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall not, without first obtaining the written consent of Landlord, make any alterations, additions no changes in or improvements in, to or about the Demised Premises (of any such to be “Tenant Changes”). Notwithstanding the foregoingnature without Landlord's prior written consent in each instance, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, except as otherwise expressly permitted in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than this Article. (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality With Landlord's prior written consent in each instance, which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed delayed, Tenant may, from time to time during the term of this lease, at its sole expense, make such alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively called "NONSTRUCTURAL CHANGES") in and to the interior of the Demised Premises that are not structural in nature, that do not result in, or require, an amendment to, or modification of, the certificate of occupancy for the Building, and that do not otherwise affect the structural parts or integrity of the Building and do not affect the proper functioning of any of the Building's utilities, systems or services, as Tenant may reasonably consider necessary for the conduct of its business therein, on the following conditions: (i) neither the outside appearance nor the strength of the Building or any of its structural parts shall be affected; (ii) no part of the Building outside of the Demised Premises shall be physically affected; and (iii) the proper functioning of any 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 in excess of that permitted under this lease. (b) For the purposes of this Article, a "DECORATIVE CHANGE" shall mean a Nonstructural Change that is entirely decorative in nature, does not require the approval of any governmental or quasi-governmental authority and conforms to the then design criteria of the Building (as established from time to time by Landlord), and a "PERMITTED NONSTRUCTURAL CHANGE" shall mean a Nonstructural Change that conforms to the then design criteria of the Building (as established from time to time by Landlord) and does not require the approval of any governmental or quasi-governmental authority, the cost of which, together with respect to any Tenant the cost of all other Changes (other than Major Decorative Changes) that have not been completed and fully paid for, is not more than $500,000.00 during the First Rent Period, $550,000.00 during the Second Rent Period and $610,000.00 during the Third Rent Period. Notwithstanding the foregoing, to the extent that adding or replacing any cabling within the Demised Premises is otherwise a Permitted Nonstructural Change, the cost thereof shall not be considered in the limitations described in the preceding sentence. Landlord's approval shall be deemed given for all Decorative Changes and Permitted Nonstructural Changes, it being agreed provided that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason (i) same are performed in Landlord’s sole accordance with, and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord subject to, this Article and shall remain at the Premises upon the expiration or earlier termination all other applicable provisions of this Lease unless Landlord notifies Tenantlease, within and (ii) at least ten (10) business days after its receipt of prior to commencing any such Decorative Change or Permitted Nonstructural Change, Tenant gives to Landlord a notice of Tenant's intention to perform such Tenant ChangesDecorative Change(s) or Permitted Nonstructural Change(s), which notice, to be effective, shall be accompanied by a reasonably detailed description of the Decorative Change(s) or Permitted Nonstructural Change(s) that Tenant will be required intends to remove perform, the estimated commencement date and completion date of such Tenant Changes upon Decorative Change(s) or Permitted Nonstructural Change(s), and the expiration or earlier termination of this Leaseestimated cost thereof.

TENANT'S CHANGES. 12.01. 13.1 Tenant shall notcovenants and agrees that Tenant will make no alterations, installations, repairs, additions, improvements or replacements, including, without first obtaining the written consent of Landlordlimitation, make any alterations, additions or improvements Tenant's Initial Alterations (as defined in Section 13-2) (hereinafter collectively called "Tenant's Changes") in, to or about the Demised Premises (any without Landlord's prior written consent, and then only by contractors or mechanics set forth in Schedule 2 annexed hereto or otherwise approved in advance by Landlord which consent, provided that such to be “Tenant Changes”). Notwithstanding contractors comply with the foregoingprovisions of Section 13.3, Landlord’s consent shall not be unreasonably withheld or unduly delayed. Tenant's Changes shall be done at Tenant's sole expense and at such times and in such manner as Landlord may from time to time designate. Prior to the commencement of any Tenant's Changes, Tenant shall submit to Landlord, for Landlord's written approval, three sets of plans and specifications (to be prepared by a licensed architect and/or engineer and at the expense of Tenant) of such proposed Tenant's Changes in detail reasonably satisfactory to Landlord. The Landlord reserves the right to refer such plans and specifications to Landlord's consulting architects and/or engineers for review at Tenant's expense not to exceed fifty cents ($0.50) for each square foot of the Demised Premises affected by the applicable Tenant's Changes, provided, however, that in no event shall the expenses for such architects and/or engineer's review of Tenant's plans and specifications for Tenant's Initial Alterations exceed $5,000,00. The Tenant shall comply with all reasonable changes or requirements recommended by Landlord's consultants. Landlord shall not unreasonably withhold or unduly delay its consent to any non-structural Tenant's Changes provided that such Tenant's Changes (i) are not visible from the-outside of the Building, (ii) do not affect any part of the Building other than the Demised Premises, (iii) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not adversely affect the proper functioning of any of the Building mechanical, electrical, sanitary, heating, air-conditioning, ventilating, elevator, plumbing, life safety or other service systems and (v) do not reduce the value or utility of the Demised Premises or the Building. In no event shall any material or equipment be incorporated in or to the Demised Premises in connection with any such Tenant's Changes which is subject to any lien, security agreement, charge, mortgage or encumbrance of any kind whatsoever or is subject to any conditional sale or other similar or dissimilar title retention agreement. Tenant's Changes shall at all times comply with (1) all laws, rules, orders, regulations and ordinances of governmental and municipal authorities having jurisdiction thereof, (2) the rules and regulations of Landlord, and (3) architectural plans and specifications prepared by and at the expense of Tenant theretofore submitted to Landlord for Landlord's prior written approval and approved by Landlord, and shall be undertaken and completed in a good, workmanlike manner using new or comparable to new materials which shall be of a quality comparable to the original installations in the Demised Premises. No Tenant's Changes shall be commenced by Tenant or any one acting for or on behalf of Tenant until Landlord has approved such plans and specifications, and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. With respect to any Tenant's Changes having a cost in excess of Fifty Thousand Dollars ($50,000.00), Tenant shall deliver to Landlord waivers of lien from all contractors, subcontractors and material suppliers involved in the performance of such Tenant's Changes and the furnishing of materials in connection therewith, together with a certificate from Tenant's architect stating that (i) are non-structural in the architect's opinion, such Tenant's Changes have been performed (and will not, completed) in a good and workmanlike manner and in accordance with the plans and specifications therefore as approved by Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not costall contractors, subcontractors and material suppliers have been paid for the work performed in connection with such Tenant's Changes or the aggregatematerial furnished in connection therewith. 13.2 Following the Commencement Date, more than Tenant shall commence and proceed to complete within one (a1) Thirty-Five Thousand Dollars ($35,000.00) year after the Commencement Date all of the work necessary for Tenant Changes that require a building permit from to prepare the municipality Demised Premises for Tenant's use and occupancy and, at Tenant's election, to construct an internal stairway, to be denoted on Tenant's plans and specifications, and to be in which an area of the Property Demised Premises reasonably agreed to by Landlord and Tenant (all of the work necessary to do so, exclusive of Landlord's Work, is locatedherein referred to as "Tenant's Initial Alterations"). Tenant's Initial Alterations shall be undertaken and completed in accordance with this Lease and the provisions of this Article 13 provided, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheldhowever, conditioned or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold agrees that, provided Tenant's plans and specifications for Tenant's Initial Alterations are in reasonably sufficient detail so as to show the design, character and appearance of the work to be included as Tenant's Initial Alterations, Landlord shall review and approve or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, disapprove same within ten (10) business days after Tenant's submission thereof to Landlord. If Landlord shall inform Tenant in writing, of its receipt objections to said plans and specifications, Tenant shall comply with all changes or requirements reasonably recommended by Landlord's consultants and shall submit revised plans and specifications to Landlord. The failure of notice Landlord to inform Tenant of any further objections to the revised plans and specifications within seven (7) business days after Tenant's submission of such revised plans and specifications shall constitute Landlord's approval thereof. 13.3 Tenant Changes, agrees that Tenant it will be required to remove such Tenant Changes upon not at any time prior or during the expiration or earlier termination term of this Lease, either directly or indirectly use any contractors, labor or materials if the use of such contractors, labor or materials would create any difficulty with other contractors, or labor engaged by Tenant or Landlord or other engaged in the construction, maintenance or operation of the Building or any part thereof. Landlord acknowledges and agrees that the contractors and/or engineers set forth on Schedule 2 annexed to this Lease do not violate the provisions of this Section 13.3. (a) Prior to making any Tenant's Changes, include Tenant's Initial Alterations, Tenant shall, at Tenant's sole cost and expense obtain all permits, approvals and certificates required by all governmental or municipal authorities having jurisdiction and shall furnish copies thereof to Landlord, shall furnish to Landlord duplicate original policies or certificate thereof of workers' compensation and builder's risk insurance covering all persons to be employed by Tenant and Tenant's contractors and subcontractors in connection with Tenant's changes, such insurance to otherwise comply with the provisions of Article 11 of this Lease and, upon completion of Tenant's Changes, obtain, at Tenant's expense certificates of final approval thereof if same are required by any governmental or municipal authority having jurisdiction, a copy of which shall be furnished to Landlord. (b) Any review or approval by Landlord of any plans and/or specifications with respect to any Tenant's Changes is solely for Landlord's benefit and without any representation to Tenant or another person or entity with respect to the adequacy, correctness, legality or efficiency thereof, or otherwise. 13.5 All plans and specifications submitted by Tenant to Landlord for Landlord's approval shall, if applicable, comply with the compartmentation requirements of the City of New York Local Law #5/1973, as amended, and Landlord shall not be deemed unreasonable in withholding its consent to any plans or specifications not complying therewith. 13.6 If any mechanic's lien is filed against the Building or the Demised Premises for work done or claimed to be done or for materials furnished or claimed to be furnished to Tenant, including, without limitation, in connection with Tenant's Changes, the same shall be discharged by Tenant, at its expense, within thirty (30) days thereafter, by filing the bond required by law, by payment or otherwise. Nothing contained in this Lease shall constitute a consent or request by Landlord, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Demised Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials of other property in such fashion as would permit the making of any claim against Landlord in respect thereof. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant on credit and that no mechanic or other lien for any such labor or material shall attach to the Building or affect the reversion or other estate or interest of Landlord in and to the Demised Premises.

TENANT'S CHANGES. 12.0117.01 After completion of the initial preparation of the Demised Premises as provided for in Article 4, and subsequent to receipt of a certificate of occupancy or permission to occupy as provided in Section 5.02 hereof, Tenant may not, at any time or from time to time during the Term make any alterations, additions, installations, substitutions and improvements (hereinafter collectively called "changes" and, as applied to changes provided for in this Article, "Tenant's Changes") in and to the Demised Premises, (a) without at least 20 days prior notice to Landlord with respect to decorating and other changes not exceeding in the aggregate $25,000, and (b) with Landlord's prior written approval with respect to all other changes. Tenant's Changes shall be performed on the following conditions, provided that in no event shall such changes result in a violation of or require a change in the certificate of occupancy applicable to the Demised Premises: A. The outside appearance, character or use of the Building shall not be affected, and no Tenant's Changes shall weaken or impair the structural strength or, in the opinion of the Landlord, lessen the value of the Building; B. No part of the Building outside of the Demised Premises shall be physically affected; C. The proper functioning of any of the mechanical, electrical, sanitary and other services systems of the Building shall not be adversely affected; D. In performing the work involved in making such changes, Tenant shall notbe bound by and observe all of the conditions and covenants contained in this Article; E. At the Expiration Date, Tenant shall on Landlord's written request remove Tenant's Changes and restore the Demised Premises to their condition prior to the making of any changes permitted by this Article, reasonable wear and tear excepted (unless at the time of requesting Landlord's consent to (and requesting a response as to Tenant's removal obligations, at the time of surrender of) Tenant's Changes, Landlord advised Tenant that Tenant would be required so to remove, and, even then, only where the cost of such removal exceeds the cost of removal of any of Tenant's Work which may have been replaced by such Tenant's Changes); F. With respect to each change performed by Tenant (other than decorating or other changes costing in the aggregate less than $25,000), Tenant shall pay to Landlord, as additional rent, upon demand, the reasonable costs incurred by Landlord in connection with such change, including, without first obtaining limitation, costs of supervision, plus 10% of such costs for overhead and indirect job costs; G. Before proceeding with any change (exclusive of changes in items constituting "Tenant's Property" as defined in Article 18) Tenant shall submit to Landlord plans and specifications, together with all contractors and subcontractors that Tenant proposes to perform Tenant's Changes (all of whom shall be reputable and have had at least 7 years experience in their respective trade), for the work to be done, for Landlord's approval in writing, and, if such change requires approval by or notice to the lessor of a superior lease or the holder of a superior mortgage, Tenant shall not proceed with the change until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease or superior mortgage with respect to the proposed change or alteration have been met or compiled with at Tenant's expense; and Landlord, if it approves the change, will request such approval or give such notice, as the case may be; any change for which approval has been received shall be performed strictly in accordance with the approved plans and specifications, and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord, . Tenant shall not be permitted to install and make any alterations, additions or improvements in, to or about part of the Demised Premises (any such materials, fixtures or articles which are subject to be “liens, conditional sales contracts, security agreements or chattel mortgages; and H. Tenant shall comply with all other terms and conditions of this Lease in connection with Tenant's Changes”), including, without limitation, Section 10.03 hereof. Notwithstanding the foregoing, Landlord’s consent Landlord shall not be required for any Tenant have the option of performing Tenant's Changes that at the work Charge. 17.02 All Tenant's Changes shall at all times comply with laws, order and regulations or governmental authorities having jurisdiction thereof, and all rules and regulations of Landlord (iin addition to those expressly provided in this Lease) are non-structural and will notwhich, in Landlord’s sole judgment's opinion, affect are necessary to protect its interest, including without limitation, a guaranty of completion, payment and restoration; and Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the HVACcommencement and prosecution of Tenant's Changes and for final approval thereof upon completion, electricand shall cause Tenant's Changes to be performed in compliance therewith and with all applicable requirements of insurance bodies, sanitaryand in good and first class workmanlike manner, elevator using materials and equipment at least equal in quality and class to the original installations of the Building. Tenant's Changes shall be performed in such a manner as not to interfere with the occupancy of any other tenant in the Building nor delay, or impose any additional expense upon Landlord in the construction, maintenance, or operation of the Building, and shall be performed by union contractors or mechanics approved by Landlord. Throughout the performance of Tenant's Changes, Tenant, at its expense, shall carry and shall cause all contractors, agents and other persons performing Tenant's Changes to carry, all additional insurance under Article 16 hereof applicable as a result of, or based upon, Tenant's Changes. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or before the commencement of Tenant's Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. No Tenant's Changes shall involve the removal of any fixtures, equipment or other Building systems serving property in the Demised Premises or any other portion of the Building which are not "Tenant's Property" (“Major Changes”as defined in Article 18), unless Landlord's prior written consent is first obtained and unless such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense and free of superior title, liens and claims, with fixtures, equipment or other property (iias the case may be) do not costof like utility and at least equal value (which replaced fixtures, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, equipment or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent other property shall not be unreasonably withheld, conditioned or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall thereupon become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease Landlord), unless Landlord notifies shall otherwise expressly consent in writing. 17.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's Changes which shall be issued by the appropriate department of the municipality where the Building is located or any other public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanics and other liens in connection with Tenant's Changes, repairs, or installations, including but not limited to the liens of any conditional sales of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Demised Premises and against all costs, attorneys' fees, fines expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within ten (10) business days of the filing of such lien against the Demised Premises or the Building. If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses incurred by Landlord in connection therewith, together with interest thereon at the lesser of the maximum permitted by law or three (3%) percent per month or portion thereof from the respective dates of Landlord's making of the payment or incurring of the cost and expense shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant on demand. If Tenant makes any such payment it shall not be entitled to any set-off against rent due hereunder. Tenant agrees that it will not at any time prior to or during the Term, either directly or indirectly, use any contractors, labor or materials in the Demised Premises, if the use of such contractors, labor or materials would, in Landlord's opinion, create any difficulty with other contractors or labor engaged by Tenant or Landlord or would in any way disturb harmonious labor relations in the construction, maintenance or operation of the Building or any part thereof or any other building owned or operated by Landlord or any affiliate of Landlord. 17.04 All of Tenant's Changes, whether performed by Landlord or by Tenant shall be performed only during regular time union working hours. If Tenant requires Landlord to perform work during other hours, or if Tenant desires to perform work through its contractors, agents or employees, Tenant shall pay as additional rent, the cost of employing such additional union help as shall be required under the rules and regulations of the unions employed in connection with the Building. Payment shall be made by Tenant to Landlord within ten (10) days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Leasebeing billed therefor.

TENANT'S CHANGES. 12.01. 12.01 Tenant shall notmay, without first obtaining at any time and from time to time during the written consent of LandlordTerm, at its sole expense, make any such other alterations, additions or additions, installations, substitutions, improvements inand decorations (hereinafter collectively called "Changes" and, as applied to or about changes provided for in this Article, "Tenant's Changes") to the Demised Premises (any such Premises, including structural upgrades and/or improvements to be “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion structural components of the Building (“Major Changes”)to the extent they are necessary for Tenant to conduct its telecommunications business including the construction of walls or other such interior coverings over some or all of the windows of the Demised Premises as may be necessary for the operation of Tenant's telecommunications business excluding changes affecting the mechanical systems, on the following conditions, and providing such changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to the Demised Premises: (iia) do The outside appearance, character or use of the Building shall not costbe affected, and no Tenant's Changes shall weaken or impair the structural strength or, in the aggregateopinion of Landlord, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from lessen the municipality in which value of the Property is located, or Building; (b) Seventy-Five Thousand Dollars No part of the Building outside of the Demised Premises shall be physically affected, except for Roof Space, generator space and equipment associated with it; ($75,000.00c) The proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected; (d) In performing the work involved in making such changes Tenant shall be bound by and observe all of the conditions and covenants contained in this Article; (e) At the Expiration Date, Tenant shall on Landlord's written request restore the Demised Premises to their condition prior to the making of any of the changes permitted by this Article, excluding the removal of demising walls, interior partitions and ceilings installed pursuant to this Article, reasonable wear and tear excepted, and Landlord shall be entitled to additional security pursuant to Article 15 for the performance of Tenant's obligation; (f) At least thirty (30) days prior to proceeding with any change (exclusive of changes in items constituting "Tenant's Property" as defined in Article 13) Tenant Changes that do not require a building permit from shall submit to Landlord plans and specifications for the municipality work to be done, for Landlord's approval in writing, which the Property is located. Landlord’s consent approval shall not be unreasonably withheld, conditioned and, if such change requires approval by or delayed notice to the lessor of a superior lease or the holder of a superior mortgage, Tenant shall not proceed with the change until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease or superior mortgage with respect to any Tenant Changes other than Major Changesthe proposed change or alteration have been met or complied with at Tenant's expense; and Landlord if it approves the change, it being agreed that Landlord will request such approval or give such notice, as the case may withhold or condition its consent to any Major Changes be. Any change for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes which approval has been received shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Lease.performed

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notmay from time to time during the term of this Lease, without first obtaining at its expense, make such other alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively referred to as "changes" and, as applied to changes provided for in this Article, "TENANT'S CHANGES") in and to the Demised Premises, excluding structural changes, as Tenant may reasonably consider necessary for the conduct of its business in the Demised Premises, with the prior written consent of Landlord, make any alterations, additions or improvements in, to or about the Demised Premises (any such to be “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld, conditioned delayed or conditioned, on the following conditions: (a) the outside appearance or the strength of the Building or of any of its structural parts shall not be affected; (b) no part of the Building outside of the Demised Premises shall be physically affected and in no event may Tenant install or maintain any window air-conditioning unit; (c) the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected or the usage of such systems by Tenant shall not be increased; (d) all Tenant's Changes shall be consistent with the character and quality of the Building, and its landmark status, if any; (e) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article; (f) before proceeding with any Tenant's Changes, Tenant will advise Landlord thereof and shall submit to Landlord proof reasonably satisfactory of the cost thereof and the name of the contractor who will be performing Tenant's Changes for Landlord's approval, which approval shall not be unreasonably withheld or delayed. In selecting a contractor, Tenant will allow a contractor selected by Landlord to bid on the job but nothing herein shall be deemed to require Tenant to select such contractor. Additionally, before proceeding with any Tenant's Changes other than those of a decorative nature such as painting, wall coverings and floor coverings, Tenant shall submit to Landlord plans and specifications and all changes and revisions thereto, for the work to be done for Landlord's approval (which approval shall not be unreasonably withheld or delayed except in connection with Tenant's Changes which relate to items set forth in Section 13.01(a)-(c)) above and Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants. Any mechanical and electrical engineering plans required in connection with Tenant's Changes shall be prepared at Tenant's sole cost and expense, by the Building's engineer and any plans and specifications required to be submitted to, or filed with, any governmental agency shall be submitted or filed by the Building's expediter, at Tenant's sole cost and expense. A complete set of the plans and specifications shall be submitted by Tenant to both the Building manager at the Building and the Property Manager at Landlord's address. Tenant agrees that any review or approval by Landlord of any plans and specifications is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. The granting by Landlord of its approval to such plans and specifications shall in no manner constitute or be deemed to constitute a judgment or acknowledgment by Landlord as to their legality or compliance with laws and/or requirements of public authorities. Additionally, the execution by Landlord of any application by or on behalf of Tenant for any permits, approvals, licenses or permission shall not be deemed to be an approval by Landlord of any of Tenant's plans and specifications. Landlord may as a condition of its approval require Tenant to make revisions in and to the plans and specifications and to post a bond or other security reasonably satisfactory to Landlord to insure the completion of such change. 13.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant's Changes and for final approval thereof upon completion and shall furnish copies thereof to Landlord, and shall cause Tenant's Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using first-class materials and equipment. Tenant's Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord therefor to the latter's reasonable satisfaction) as not to impose any additional expense upon, Landlord in the renovation, maintenance or operation of the Building or any portion thereof. Throughout the performance of Tenant's Changes, Tenant, at its expense, shall carry, or cause to be carried, worker's compensation insurance in statutory limits with a waiver of subrogation in favor of Landlord, the Present Additional Insureds and all other additional insureds as requested by Landlord and otherwise as set forth in Section 11.02(b) and commercial general liability insurance for any occurrence in or about the Building with limits and otherwise as set forth in Section 11.02(a) hereof. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of Tenant's Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. If any of Tenant's Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant's Property (as defined in Article 14), such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense, with first-class fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent in writing and Tenant shall, upon Landlord's request, deliver any such fixtures, equipment or property so removed to Landlord. All electrical and plumbing work in connection with Tenant's Changes shall be performed by contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. Upon completion of Tenant's Changes, Tenant shall furnish a complete set of "as built" plans and specifications to both the Building manager at the Building and to Landlord. 13.03 Tenant shall defend, indemnify and save Landlord harmless from and against (a) all mechanic's and other liens filed, and (b) all violations issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction, in connection with or arising from, or otherwise connected with, any Changes (including Tenant's Work) or any other work claimed to have been done for, or materials furnished to, Tenant or any person or entity claiming by, through or under Tenant, whether or not done or furnished pursuant to this Article, including, without limitation, the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises, and against all costs, expenses and liabilities incurred or paid in connection with any such lien, violation, security interest, conditional sale, or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall satisfy, cancel or discharge all such liens and violations, and remove same from the record (or may bond such liens) within fifteen (15) days after Landlord makes written demand therefor, provided, however, that the granting of such fifteen (15) days shall not effect Tenant's other obligations and liabilities under this Lease, including the indemnification obligation set forth in this Section. 13.04 Tenant agrees that the exercise of its rights pursuant to the provisions of this Article 13 or any other provision of this Lease shall not be done in a manner which would create any work stoppage, picketing, labor disruption or dispute or violate Landlord's union contracts affecting the Land and/or Building nor interference with the business of Landlord or any Tenant Changes or occupant of the Building. In the event of the occurrence of any condition described above arising from the exercise by Tenant of its right pursuant to the provisions of this Article 13 or any other than Major provision of this Lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. The parties agree that in such instance, Landlord will suffer irreparable harm for which money damages will be an insufficient remedy. For that reason, in the event Tenant fails to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any rights otherwise available to it under this Lease and pursuant to law and equity, shall have the right to a court order granting an injunction against Tenant's manner of exercise of its rights as aforesaid, application for such injunction to be made without notice. With respect to Tenant's Changes, it being agreed that Landlord may withhold Tenant shall make all arrangements for, and pay all expenses incurred in connection with use of the freight elevators servicing the Demised Premises. 13.05 All Tenant's Changes, when installed or condition its consent attached to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes the Demised Premises, shall become the property of Landlord and shall remain at be surrendered with the Demised Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenantand as part thereof, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Lease, without compensation to Tenant. However, if Landlord shall so elect, which election shall be specified in writing to Tenant at the time that Landlord approves particular Tenant's Changes, Tenant, at its sole cost and expense, shall remove such Tenant's Changes prior to the expiration or earlier termination of this Lease and repair all damage caused by such removal and restore the Demised Premises to its original condition before such Tenant's Changes were made, ordinary wear and tear excepted and damage by casualty which tenant is not required to restore hereunder ("TENANT CHANGES SUBJECT TO RESTORAL"). For the purposes of the preceding sentence, the term "original condition" shall mean the condition of the Demised Premises as of the Commencement Date of the Early Entry Agreement. Relative to those Tenant Changes Subject To Restoral, Landlord reserves the right at the expiration or earlier termination of this Lease to designate certain Tenant Changes Subject To Restoral to be left in place and thereby relieve Tenant of the responsibility of removing and restoring only those specific Tenant Changes Subject To Restoral so designated by Landlord to be left. Tenant shall not be required to restore any alterations which are part of the Tenant Improvements. Nothing herein contained shall be construed in any way to restrict Tenant's own movable trade fixtures or equipment installed by Tenant, which fixtures and equipment shall remain the property of Tenant and may be removed by Tenant at the termination of this Lease subject, however, to, and in accordance with, the provisions of Article 24 hereof. The provisions of this Section are subject to the terms and conditions of any fee mortgage to which this Lease may be subordinate, including Tenant's obtaining consent of mortgagee, if required. If mortgagee consent is required, Landlord shall promptly furnish Tenant with the name and address of mortgagee.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notmay from time to time during the term of this lease, without first obtaining the written consent of Landlordat its expense, make any such alterations, additions additions, installations, substitutions, improvements and decorations (hereinafter collectively called "changes" and, as applied to changes provided for in this Article, "Tenant's Changes") in and to the Demised Premises, excluding structural changes, as Tenant may reasonably consider necessary or improvements indesirable for the conduct of its business in the Demised Premises, to on the following conditions: (a) The outside appearance or about the strength of the Building or of any of its structural parts shall not be affected. (b) No part of the Building outside of the Demised Premises shall be physically affected. (c) The proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required for adversely affected or the usage of such systems by Tenant shall not be materially increased. (d) In performing the work involved in making such changes, Tenant shall use contractors reasonably acceptable to Landlord and Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article. (e) Before proceeding with any Tenant Changes that change the cost of which will exceed $100,000 (i) are non-structural exclusive of the costs of decorating work and will notitems constituting "Tenant's Property", as defined in Landlord’s sole judgmentArticle 14, affect and of any architect's and engineer's fees), or any change to the HVACmechanical, electricelectrical, sanitary, elevator or and/or other Building systems serving service systems, Tenant shall submit to Landlord plans and specifications for the Demised Premises or any other portion work to be done and the names of the Building (“Major Changes”)contractors who will perform the work, and (ii) do all for Landlord's approval not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not to be unreasonably withheld, conditioned withheld or delayed with respect delayed. If Landlord shall fail to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole disapprove Tenant's plans and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, specifications within ten (10) business days after ▇▇▇▇▇▇▇▇'s receipt thereof, Landlord shall be deemed to have approved such plans and specifications. Any disapproval given by Landlord shall be ineffective unless accompanied by a statement in reasonable specificity of the reasons for such disapproval. Landlord may as a condition of its receipt consent require Tenant to make revisions in and to the plans and specifications and if the cost of notice the changes exceed $500,000 in the aggregate to post a bond or other security reasonably satisfactory to Landlord to insure the completion of such change. The provisions of this Section 13.01 shall not be applicable to initial installations which shall be governed by the provisions of Exhibit C annexed hereto. 13.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of ▇▇▇▇▇▇'s Changes and for final approval thereof upon completion, and shall cause Tenant's Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using materials and equipment at least equal in quality and class to the original installations in the Building. Tenant's Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord therefor to the latter's reasonable satisfaction) as not to impose any additional expense upon Landlord in the construction, maintenance or operation of the Building. Throughout the performance of Tenant's Changes, Tenant, at its expense, shall carry, or cause to be carried, workmen's compensation insurance in statutory limits and general liability insurance for any occurrence in or about the Building as set forth in Section 11.02 hereof, in which Landlord and its agents shall be named as parties insured, in such limits as Landlord may reasonably prescribe, with good and solvent insurance companies authorized to do business in the State of New Jersey. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of Tenant's Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. If any of Tenant's Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant's Property (as defined in Article 14), such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense, with fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent in writing and Tenant will be required shall, upon Landlord's request, store and preserve, at Tenant's sole cost and expense, any such fixtures, equipment or property so removed and shall return same to remove such Tenant Changes Landlord upon the expiration or earlier sooner termination of this Leaselease. All electrical and plumbing work in connection with ▇▇▇▇▇▇'s changes shall be performed by contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. 13.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's Changes which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanic's and other liens filed in connection with ▇▇▇▇▇▇'s Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises and against all costs, expense and liabilities incurred in connection with any such lien, security interest, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within thirty (30) days after Landlord makes written demand therefor. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any such notice of violation, provided that Tenant shall comply with the provisions of Section 10.02. 13.04 ▇▇▇▇▇▇ agrees that the exercise of its rights pursuant to the provisions of this Article 13 shall not be done in a manner which would create any work stoppage, picketing, labor disruption or dispute or violate Landlord's union contracts affecting the Land and/or Building nor unreasonable interference with the business of Landlord or any Tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from the exercise by Tenant of its right pursuant to the provisions of this Article 13, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. In the event Tenant fails to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any rights available to it under this lease and pursuant to law, shall have the right to injunction without notice. With respect to ▇▇▇▇▇▇'s Changes, Tenant shall make all arrangements for, and pay all expenses incurred in connection with, use of the freight elevators servicing the Demised Premises.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall not, without first obtaining the written consent of Landlord, make any alterations, additions no changes in or improvements in, to or about the Demised Premises of any nature without Landlord's prior written consent in each instance, except as otherwise expressly permitted in this Article. (any such to be “Tenant Changes”). Notwithstanding the foregoinga) With Landlord's prior written consent in each instance, Landlord’s which consent shall not be required unreasonably withheld or delayed, Tenant may, from time to time during the term of this lease, at its sole expense, make such alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively called "Changes") in and to the interior of the Demised Premises that do not affect the structural parts or structural integrity of the Building or any area outside of the Demised Premises or adversely affect any Building System. (b) For the purposes of this Article, a "Decorative Change" shall mean a nonstructural Change that is entirely decorative in nature, does not require the approval of any governmental or quasi-governmental authority and a "Permitted Nonstructural Change" shall mean a nonstructural Change that does not affect any area outside the Demised Premises or adversely affect the Building Systems that or require the approval of any governmental or quasi-governmental authority, the cost of which, together with the cost of all other Changes that have not been completed and fully paid for, is not more than $7.50 per rentable square foot. Landlord's approval shall be deemed given for any Tenant all Decorative Changes and Permitted Nonstructural Changes, provided that (i) same are non-structural performed in accordance with, and will notsubject to, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or this Article and all other Building systems serving the Demised Premises or any other portion applicable provisions of the Building (“Major Changes”)this lease, and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within least ten (10) business days after its receipt of prior to commencing any such Decorative Change or Permitted Nonstructural Change, Tenant gives to Landlord a notice of Tenant's intention to perform such Tenant ChangesDecorative Change(s) or Permitted Nonstructural Change(s), which notice, to be effective, shall be accompanied by a reasonably detailed description of the Decorative Change(s) or Permitted Nonstructural Change(s) that Tenant will be required intends to remove perform, the estimated commencement date and completion date of such Tenant Changes upon Decorative Change(s) or Permitted Nonstructural Change(s), and the expiration or earlier termination of this Leaseestimated cost thereof.

TENANT'S CHANGES. 12.01. 13.01 Tenant may, at any time and from time to time prior to the Commencement Date of this Lease and during the Term of this Lease, at its sole expense, subject to Landlord's prior written approval in each instance, make such alterations, additions, installations, substitutions, improvements, or decorations (hereinafter collectively called "changes" and, as applied to changes provided for in this Article, "Tenant's Changes") in and to the Demised Premises, excluding structural changes, changes affecting the mechanical, plumbing, electric, heating, ventilating, and air conditioning systems and changes resulting in a violation of or which require a change in the Certificate of Occupancy applicable to the Building unless same shall have been specifically authorized by Landlord, on the following terms and conditions: (i) the character or use of the Building shall not be affected; (ii) the structural strength of the Building shall not be weakened or impaired nor, in the opinion of Landlord, shall the value of the Building be lessened; (iii) no part of the Building outside of the Demised Premises shall be physically affected except as to Tenant's Changes specifically authorized by Landlord pursuant to this Lease; (iv) the proper functioning of any of the utility, plumbing, mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected; (v) in performing the work involved in making such changes, Tenant shall notbe bound by and observe all of the conditions and covenants contained in this Article; (vi) before proceeding with such installation, Tenant shall submit to Landlord plans and specifications for the work to be done, for Landlord's approval in writing, and, if such change requires approval by or notice to the lessor of a superior lease, the holder of a superior mortgage, the building department having jurisdiction thereof, or any entity from whom Landlord is required to seek approval, Tenant shall not proceed with the change until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease, superior mortgage or building department having jurisdiction thereof, with respect to the proposed change or alteration have been met or complied with at Tenant's expense; Landlord, if it approves such change, will request such approval or given such notice, as the case may be; (vii) any change for which approval has been received shall be performed strictly in accordance with the approved plans and specifications, and no amendments or additions or deletions to such plans or specifications shall be made without first obtaining the prior written consent of Landlord; (viii) Tenant shall not be permitted to install or make part of the Demised Premises any materials, make fixtures, or articles which are subject to liens, conditional sales contracts, security agreements, or chattel mortgages; (ix) before proceeding with such installation, Tenant shall submit to Landlord for its written approval which shall not be unreasonably withheld the identities of the contractors and mechanics Tenant shall use; and (x) Tenant shall comply with all other terms and conditions of this Lease in connection with Tenant's Changes. 13.02 All Tenant's Changes shall at all times comply with laws, orders and regulations of governmental authorities having jurisdiction thereof, and all rules and regulations of Landlord, and Tenant, at its expense, shall obtain all necessary permits, approvals, and certificates required by any alterationsgovernmental or quasi governmental body prior to the commencement and prosecution of Tenant's Changes and for final approval thereof upon completion and shall promptly deliver duplicates thereof to Landlord and shall cause Tenant's Changes to be performed in compliance therewith and with all applicable requirements of insurance carriers, additions and in good and first-class workmanlike manner, using materials and equipment at least equal in quality and class to the original installations of the Building. Tenant's Changes shall be performed in such manner as not to interfere with the occupancy of any other tenant in the Building nor delay, or improvements inimpose any additional expense upon Landlord in the construction, maintenance, or operation of the Building, and shall be performed by contractors or mechanics reasonably approved by Landlord. Throughout the performance of Tenant's Changes, Tenant, at its expense, shall carry, and cause Tenant's contractors and subcontractors to carry worker's compensation insurance in statutory limits, and general liability, personal and property damage insurance for any occurrence on, in or about the Building, of which Landlord shall be named, as party insured, in such limits as Landlord may reasonably prescribe (but not less than those specified in Article 16) with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or before the commencement of Tenant's Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. With respect to any such general liability insurance Tenant shall comply with the requirement of Article 16 hereof. No Tenant's Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises unless Landlord's prior written consent is first obtained and unless such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense and free of superior title, liens, and claims, with fixtures, equipment, or other property (as the case may be) of like utility and at least equal value (which replaced fixtures, equipment or other property shall thereupon become the property of Landlord), unless Landlord shall otherwise expressly consent in writing. 13.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's Changes which shall be issued by any Nassau County or Town of North Hempstead agency or any other public authority having or asserting jurisdiction arising from Tenant's specific use. Tenant shall defend, indemnify, and save harmless Landlord against any and all mechanics and other liens in connection with Tenant's Changes, repairs or installations, including, but not limited to, the liens of any conditional sales of, or chattel mortgages upon, any materials, fixtures, or articles so installed in or constituting part of the Demised Premises and against all costs, attorneys' fees, fines, expenses, and liabilities reasonably incurred in connection with any such to be “Tenant Changes”)lien, conditional sale, or chattel mortgage or any action or proceeding brought thereof. Notwithstanding Tenant, at its expense, shall procure the foregoing, Landlord’s consent shall not be satisfaction of all such liens or the discharge by filing the bond required for any Tenant Changes that by law within thirty (i30) are non-structural and will not, in Landlord’s sole judgment, affect days of the HVAC, electric, sanitary, elevator or other Building systems serving filing of such lien against the Demised Premises or the Building. If Tenant shall fail to cause such lien to be satisfied or discharged as aforesaid within the period aforesaid, then, in addition to any other portion of the Building (“Major Changes”)right or remedy, and (ii) do not costLandlord may, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within after ten (10) business days after its receipt of days' notice to Tenant, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses incurred by Landlord in connection therewith, together with interest thereon at the lesser of the maximum permitted by law or two percent (2%) per month or portion thereof from the respective dates of Landlord's making of the payment or incurring the cost and expense shall constitute additional rent payable by Tenant Changesunder this Lease and shall be paid by Tenant on demand. If Tenant makes any such payment, it shall not be entitled to any setoff against rent due hereunder. 13.04 Tenant agrees that Tenant it will be required not at any time prior to remove such Tenant Changes upon or during the expiration or earlier termination Term of this LeaseLease use or permit the use of any contractors, labor, or materials in the Demised Premises, if the use of such contractors, labor, or materials would, in the Landlord's reasonable opinion, create any difficulty with other contractors or labor engaged by Tenant or Landlord or others or would in any way disturb harmonious labor relations in the construction, maintenance, or operation of the Building or any part thereof or any other building owned or operated by Landlord or any affiliate of Landlord. 13.05 Notwithstanding anything to the contrary contained herein, Tenant shall not make any structural alterations, changes, changes affecting the mechanical, plumbing, electric, heating, ventilating, and air conditioning systems, and changes resulting the violation of or which requires a change in the Certificate of Occupancy applicable to the Building and/or to the Demised Premises without Landlord's prior written approval, which approval can be withheld for any or no reason.

TENANT'S CHANGES. 12.01. 12.01 Tenant may, at any time and from time to time during the Term, at its sole expense, make such alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively called “Changes” and, as applied to changes provided for in this Article, “Tenant’s Changes”) to the Demised Premises, excluding structural changes and changes affecting the mechanical systems, on the following conditions, and providing such changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to, the Demised Premises: (a) The outside appearance, character or use of the Building shall notnot be affected, without first obtaining and no Tenant’s Changes shall weaken or impair the written consent structural strength or, in the opinion of Landlord, make any alterations, additions or improvements in, to or about lessen the value of the Building; (b) No part of the Building outside of the Demised Premises shall be physically affected; (c) The proper functioning of any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required for any adversely affected; (d) In performing the work involved in making such changes Tenant Changes that shall be bound by and observe all of the conditions and covenants contained in this Article; (ie) are non-structural and will notAt the Expiration Date, in Tenant shall on Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving written request restore the Demised Premises or to their condition prior to the making of any other portion of the Building (“Major Changes”)changes permitted by this Article, reasonable wear and tear excepted, and Landlord shall be entitled to additional security pursuant to Article 15 for the performance of Tenant’s obligation; (iif) do not costAt least thirty (30) days prior to proceeding with any change (exclusive of changes in items constituting “Tenant’s Property” as defined in Article 13) Tenant shall submit to Landlord plans and specifications for the work to be done, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval in writing, which approval shall not be unreasonably withheld, conditioned and, if such change requires approval by or delayed notice to the lessor of a superior lease or the holder of a superior mortgage, Tenant shall not proceed with the change until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease or superior mortgage with respect to the proposed change or alteration have been met or complied with at Tenant’s expense; and Landlord if it approves the change, will request such approval or give such notices, as the case may be. Any change for which approval has been received shall be performed strictly in accordance with the approved plans and specifications and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Tenant shall not be permitted to install and make part of the Demised Premises any materials, fixtures or articles which are subject to liens, conditional sales contracts, security agreements or chattel mortgages; and (g) Tenant shall comply with all other terms and conditions of this Lease in connection with Tenant’s Changes. At the time of Tenant’s request to Landlord for Landlord’s approval of any change requiring Landlord’s approval, Tenant may request that Landlord designate whether or not the change, or portions thereof, will be required to be removed and/or repaired by Tenant prior to surrender pursuant to Section 24.02 herein. 12.02 All Tenant’s Changes shall at all times comply with laws, orders and regulations of governmental authority having jurisdiction thereof, and all rules and regulations of Landlord and Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion, and shall cause Tenant’s Changes to be performed in compliance therewith and with all applicable requirements of insurance bodies, and in good and first class workmanlike manner, using materials and equipment at least equal in quality and class to the original installations of the Building. Tenant’s Changes shall be performed in such manner as not to interfere with the occupancy of any other than Major tenant in the Building nor delay, or impose any additional expense upon Landlord in the construction, maintenance or operation of the Building, and shall be performed by contractors or mechanics reasonably approved by Landlord (provided, however, that Tenant shall be required to use union labor) and in accordance with the Building Rules and Regulations for Trades Conducting Operations, attached hereto as Exhibit C-1 and Insurance Requirements for Trades Conducting Operations in the Building, attached hereto as Exhibit C-2. Throughout the performance of Tenant’s Changes, it being agreed that Tenant, at its expense, shall carry, or cause to be carried, workmen’s compensation insurance in statutory limits, and general liability insurance for any occurrence on, in or about the Building, in which Landlord and its managing agent shall be named as parties insured, in such limits as Landlord may withhold reasonably prescribe (but not less than those specified in Section 16.02), with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or condition its consent to before the commencement of Tenant’s Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant’s Changes. No Tenant’s Changes shall involve the removal of any Major Changes for any reason fixtures, equipment or no reason other property in the Demised Premises which are not ‘Tenant’s Property” (as defined in Article 13), unless Landlord’s sole prior written consent is first obtained and absolute discretion without any liability whatsoever to unless such fixtures, equipment or other property shall be promptly replaced, at Tenant. All Tenant Changes ’s expense and free of superior title, liens and claims, with fixtures, equipment or other property (as the case may be) of like utility and at least equal value (which replaced fixtures, equipment or other property shall thereupon become the property of Landlord), unless Landlord shall otherwise consent in writing. 12.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant’s Changes which shall be issued by the appropriate department of the municipality in which the Building is located or any other public authority having jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanics and other liens in connection with Tenant’s Changes, repairs or installations, including but not limited to the liens of any conditional sales of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Demised Premises and against all costs, attorney’s fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within thirty (30) days of the filing of such lien against the Demised Premises or the Building. If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of any action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and shall remain all costs and expenses incurred by Landlord in connection therewith, together with interest thereon at the Premises upon lesser of the expiration maximum permitted by law or earlier termination 1 1/2% per month or portion thereof from the respective dates of Landlord’s making of the payment or incurring of the cost and expense shall constitute additional rent payable by Tenant under this Lease unless and shall be paid by Tenant on demand. If Tenant makes any such payment it shall not be entitled to any set-off against rent due hereunder. Tenant agrees that it will not at any time prior to or during the Term, either directly or indirectly, use any contractors, labor or materials in the Demised Premises, if the use of such contractors, labor or materials would, in the Landlord’s reasonable opinion, create any difficulty with other contractors or labor engaged by Tenant or Landlord notifies Tenantor would in any way disturb harmonious labor relations in the construction, maintenance or operation of the Building or any part thereof or any other building owned or operated by Landlord or any affiliate of Landlord. 12.04 If Tenant requires Landlord to perform work during other than Regular Working Hours, or if Tenant desires to perform work through its contractors, agents or employees during other than Regular Working Hours, Tenant shall pay as additional rent, the cost of employing such additional help as shall be required under the rules and regulations of unions employed in connection with the Building. Payment shall be made by Tenant to Landlord within ten (10) business days after its receipt being billed therefore. 12.05 In the event Landlord does not perform the work for Tenant, Tenant shall pay to Landlord a supervisory fee (which shall include the cost of notice review of the proposed Tenant’s Changes) equal to Landlord’s actual out-of-pocket expenses for such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this Leasesupervision.

TENANT'S CHANGES. 12.01. Tenant shall not, without first obtaining the written consent of Landlord, make any alterations, additions or improvements in, to or about the Demised Premises (any such to be “Tenant Changes”). Notwithstanding the foregoinga) Supplementing Article 3, Landlord’s 's consent shall not be required for minor changes to the demised premises such as the installation of furniture, furnishings, cabinets and shelves which are not affixed to the realty or painting, carpeting, wall hangings or decorations. All other renovations, additions, installations, improvements and alterations of any kind or nature in or to the demised premises whether performed by Tenant Changes that or by Landlord (i"Tenant Changes") are shall require the prior written consent of Landlord which, in the case of non-structural interior Tenant Changes, Landlord agrees not to unreasonably withhold, provided Tenant first complies with all applicable requirements of this lease including any Workleter attached to this lease and will notthe building Rules and Regulations Governing Tenant Alterations (herein called the "Alterations Rules"). In granting its consent to any Tenant Changes, in Landlord’s sole judgmentLandlord may impose such conditions (as to guarantee of completion including, affect without limitation, requiring Tenant to post a bond to insure the HVACcompletion of Tenant Changes, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) payment for Tenant Changes that require a building permit from the municipality in which the Property is locatedand other charges payable under this Article, restoration or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is locatedotherwise), as Landlord may reasonably require. Landlord’s In no event shall Landlord be required to consent shall not be unreasonably withheld, conditioned or delayed with respect to any Tenant Changes which would affect the structure of the building, the exterior thereof, any part of the building outside of the demised premises or the mechanical, electrical, heating, ventilation, air conditioning, sanitary, plumbing or other than Major service systems and facilities (including elevators) of the building, and such Tenant Changes shall be performed only by contractors designated or approved by Landlord. In connection with Landlord's agent's review, modificiation, approval, supervision and/or coordination of plans and specifications for Tenant Changes, it being agreed that agent shall endeavor to advise Tenant whether the proposed Tenant's Changes are compatible with building systems and facilities, in compliance with the requirements of this lease, in conformity with applicable legal requirements or likely to result in excessive cost to Tenant, but, notwithstanding the foregoing, Landlord's agent shall have no liability in connection with such advice. Tenant shall, promptly upon demand, reimburse Landlord's agent for any reasonable out-of- pocket fees, expenses and other charges incurred by Landlord may or its agent in connection with the review, modification and/or approval of such plans and specifications by Landlord's agents and other professional consultants of Landlord. The hourly rate for such agent's review is $70/hour for Co-director of Operations and Engineering, and $250/hour for Director of Property Management. Landlord's imposition of conditions on Tenant changes (i.e. bond, guarantee) are applicable only if the cost of the Work exceeds $25,000. Landlord shall not unreasonably withhold or condition its consent to any Major Changes approval of Tenant's contractors. Landlord's charges for review of Tenant's plans and specifications for any reason item of alteration shall not exceed $2,500. There shall be no Landlord charge for review of Tenant's plans of its original alterations/installations at Lease commencement. (b) Nothing in this lease is intended to constitute a consent by Landlord to the subjection of Landlord's or no reason Tenant's interest in Landlord’s sole the building or the land on which the building is located to any lien or claim by any person which supplies any work labor, material, service or equipment to Tenant in performing any Tenant Changes. Landlord hereby notifies all such persons of such intent and absolute discretion without each such person agrees that by performing any liability whatsoever Tenant changes for Tenant it accepts that Landlord has not granted such consent and that such person shall not have a right to Tenantfile any lien or claim against such interest of Landlord or Tenant in the building or land upon which it is located. All Tenant agrees to provide a copy of this Article to all such persons prior to entering into any contract for or otherwise having Tenant Changes performed. If Tenant's use of any contractor, subcontractor, vendor, supplier or other party causes or threatens to cause disharmony, labor disputes, strikes or picketing of any kind whatsoever, such party shall become be dismissed, removed from the property of Landlord job site, and shall remain at excluded from the Premises upon building, and the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within ten (10) business days after its receipt of notice work of such party shall be continued by Tenant Changesby others satisfactory to Landlord. (c) In performing any alterations or installations, that Tenant will shall be required responsible for the cost of compliance with all applicable governmental rules and regulations including, without limitation, The Americans With Disabilities Act of 1990, Public Law 101-336 42 U.S.C. Secs. 12101 et. seq., together with all amendments thereto which may be adopted from time to remove such Tenant Changes upon the expiration or earlier termination of this Leasetime, and all regulations and rules promulgated thereunder.

TENANT'S CHANGES. 12.01. 12.01 Tenant may, at any time and from time to time during the Term, at its sole expense, make such other alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively called "Changes" and as applied to changes provided for in this Article, "Tenant's Changes") to the Demised Premises, excluding structural changes and changes affecting the mechanical systems, on the following conditions, and providing such changes will not result in a violation of or require a change in the certificate of occupancy applicable to the Demised Premises: (a) The outside appearance, character or use of the Building shall notnot be affected, without first obtaining and no Tenant's Changes shall weaken or impair the written consent structural strength or, in the opinion of Landlord, make any alterations, additions or improvements in, to or about lessen the value of the Building; (b) No part of the Building outside of the Demised Premises shall be physically affected; (c) The proper functioning or any such to be “Tenant Changes”). Notwithstanding of the foregoingmechanical, Landlord’s consent electrical, sanitary and other service systems of the Building shall not be required for any adversely affected; (d) In performing the work involved in making such changes Tenant Changes that shall be bound by and observe all of the conditions and covenants contained in this Article; (ie) are non-structural and will notAt the Expiration Date, in Tenant shall on Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving 's written request restore the Demised Premises or to their condition prior to the making of any other portion of the Building (“Major Changes”)changes permitted by this Article, reasonable wear and tear excepted, and Landlord shall be entitled to additional security pursuant to Article 15 for the performance of Tenant's obligation; (iif) do not cost, At least thirty (30) days prior to proceeding with any change (exclusive of changes in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality items constituting "Tenant's Property" as defined in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration or earlier termination of this LeaseArticle 13).

TENANT'S CHANGES. 12.01. 12.01 During the Term of this Lease, and any renewal or extensions thereof, except as expressly set forth herein, Tenant shall not, without first obtaining the not be required to obtain Landlord’s prior written consent of Landlord, make approval for any alterations, additions or improvements in, to or about the Demised Premises or any portion thereof (the “Permitted Tenant Changes”); provided, however, that such alterations: (i) are not structural additions or structural alterations to the Demised Premises; (ii) will not change the essential nature of the Building; (iii) will not materially and adversely affect the structural elements or roof of the Building; (iv) will not materially and adversely affect the proper functioning of the Building’s systems on a permanent basis; and (v) do not exceed the cost of Five Hundred Thousand and No/100 Dollars ($500,000.00) on a per project basis or One Million and No/100 Dollars ($1,000,000.00) on an annual basis. 12.02 In seeking approval from Landlord of any such other alterations, additions or improvements to be the Demised Premises or any portion thereof (i.e., any alterations or improvements other than Permitted Tenant Changes) (the “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent approval shall not be unreasonably withheld, conditioned or delayed delayed, Tenant shall provide Landlord with respect (1) full and complete drawings and plans for the proposed Tenant Changes prepared by a licensed architect or engineer, to the extent applicable; and (2) notice of whether the Tenant Changes will involve or affect any Hazardous Materials on the Property. If Landlord fails to respond to a request for consent under this Section 12.02 within fifteen (15) Building Days and thereafter within an additional three (3) Building Days after receipt of an additional notice from Tenant further requesting a response from Landlord and advising that the time period for Landlord to grant or withhold its consent pursuant to this Section 12.02 has lapsed, Landlord shall be deemed to have approved the applicable submission. 12.03 Tenant shall not have the right to seek any zoning changes or variances in connection with any Tenant Changes that would (i) permit the use of the Demised Premises for a use other than Major Changesthe Permitted Use or materially expand or materially alter the footprint of the Building as of the Effective Date without Landlord’s prior approval, it being agreed that which approval may not be unreasonably withheld, conditioned or delayed (e.g., if any such proposed improvements or use change would materially and negatively impact the value, use or character of the Building in Landlord’s commercially reasonable discretion, Landlord may withhold or condition its consent approval of such application), and, in any event, Tenant shall provide Landlord with written notice of any proposed zoning change or variance and Landlord shall reasonably cooperate with Tenant regarding such proposed zoning change or variance. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion, and shall cause Tenant’s Changes to be performed in compliance therewith and with all applicable Laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in accordance with the Building Work Rules set forth in Exhibit E, and in good and workmanlike manner, using materials and equipment at least equal in quality and class to the original installations in the Building. If any Major of Tenant’s Changes for shall involve the removal of any reason fixtures, equipment or no reason other property in Landlordthe Demised Premises which are not Tenant’s sole Property (as defined in Article 13), such fixtures, equipment or other property shall be promptly replaced, at Tenant’s expense, with new fixtures, equipment or other property (as the case may be) of like utility and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes at least equal value, which shall become the property of Landlord upon installation. 12.04 Tenant, shall not do any act, or make any contract, which may create or be the foundation for any lien or other encumbrance upon any interest of Landlord or any ground or underlying lessor in any portion of the Demised Premises. If, because of any act or omission (or alleged act or omission) of Tenant, any mechanics’ lien, materialman’s lien or other lien (collectively “Lien”), charge, or order for the payment of money or other encumbrances shall be filed against Landlord and/or any ground or underlying lessor and/or any portion of the Demised Premises (whether or not such Lien, charge, order or encumbrance is valid or enforceable as such), Tenant shall, at its own cost and expense, cause same to be discharged of record or bonded within thirty (30) days after receipt of written notice thereof, and Tenant shall remain indemnify and save harmless Landlord and all ground and underlying lessor(s) against and from all costs, liabilities, suits, penalties, claims, and demands, including reasonable counsel fees, resulting therefrom. If Tenant fails to comply with the foregoing provisions, Landlord shall have the option of discharging or bonding any such Lien, charge, order or encumbrance, and Tenant agrees to reimburse Landlord for its Lien Costs. All materialmen, contractors, artisans, mechanics, laborers, and any other persons now or hereafter contracting with Tenant or any contractor or subcontractor of Tenant for the furnishing of any labor services, materials, supplies, or equipment with respect to any portion of the Demised Premises at any time from the Premises upon date hereof until the expiration or earlier termination end of the Lease Term are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any such Lien by bonding same and otherwise complying with the provisions of Section 9.02. 12.05 Tenant agrees that the exercise of its rights pursuant to the provisions of this Lease unless Article 12 shall not be done in a manner which would be reasonably likely to create any work stoppage, picketing, labor disruption or dispute or violate Landlord’s union contracts affecting the Land and Building, nor interference with the business of Landlord. In the event of a labor dispute including a strike, picketing, informational or associational activities directed at Tenant or any other tenant, Landlord notifies reserves the right unilaterally to alter Tenant’s ingress and egress to the Building or make any other reasonable changes in operating conditions to restrict pedestrian, within ten (10) business days after its receipt of notice of such Tenant Changes, that Tenant will be required vehicular or delivery ingress and egress to remove such Tenant Changes upon the expiration or earlier termination of this Leasea particular location.

TENANT'S CHANGES. 12.01. A. Tenant shall not, make no changes in or to the demised premises of any nature without first obtaining the Landlord's prior written consent in each instance, except as otherwise expressly permitted in this Article. B. With Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed, Tenant may, from time to time during the term of Landlordthis lease, at its sole expense, make any such alterations, additions or additions, installations, substitutions, improvements and decorations (hereinafter collectively called "NONSTRUCTURAL CHANGES") in and to the interior of the demised premises that are not structural in nature, that do not result in, to or about require, an amendment to, or modification of, the Demised Premises certificate of occupancy for the Building, and that do not otherwise affect the structural parts or integrity of the Building and do not affect the proper functioning of the Building's utilities, systems or services, as Tenant may reasonably consider necessary for the conduct of its business therein, on the following conditions: (a) the outside appearance or strength of the Building shall not be affected; (b) no part of the Building outside of the demised premises shall be physically affected; and (c) the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected, and the usage of such to systems by Tenant shall not be “Tenant Changes”)increased. Notwithstanding the foregoing, after the completion of Tenant's Work, Landlord’s 's consent shall not be required for any Tenant Nonstructural Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect to the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes demised premises that do not require a building permit from any permits requiring the municipality signature or certification of Landlord, the aggregate cost of which, when combined with the costs of all other Changes (as hereinafter defined) to the demised premises not then completed and fully paid for, is less than $100,000.00, and (such Nonstructural Changes being herein referred to as "LIMITED NONSTRUCTURAL CHANGES"). For the purposes of the preceding sentence, the cost of furniture, furnishings and movable work stations shall not be included in computing the cost of Changes in question. C. Tenant shall not make any alterations, additions, installations, substitutions, improvements or decorations (hereinafter collectively referred to as "STRUCTURAL CHANGES") (i) outside the demised premises; (ii) in or to the exterior of the demised premises; (iii) in or to the interior demised premises that are structural in nature or that otherwise affect the structural integrity or parts of the Building or that affect the proper functioning of any of the Building's utilities, systems or services, or (iv) which result in, or require, an amendment to, or modification of, the Property is located. certificate of occupancy for the Building, without Landlord’s consent 's prior written approval in each instance, which approval may be withheld by Landlord in its absolute and sole discretion. D. Nonstructural Changes and/or Structural Changes (collectively, "CHANGES") shall only be performed in accordance with and subject to, this Article and the other applicable provisions of this lease. (a) Landlord acknowledges that Tenant intends to install Supplemental Units and the Installations (as such terms are hereinafter defined) and to perform the Electrical Upgrading Work (collectively, "ADDITIONAL TENANT'S WORK") as part of the Tenant's Work. (b) Before commencing any Change (except for Limited Nonstructural Changes), Tenant, at its sole cost and expense, shall prepare and submit to Landlord for Landlord's approval, reasonably detailed plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned withheld or delayed for any Additional Tenant's Work or Nonstructural Changes described therein. The cost and expense reasonably incurred and/or paid by Landlord in connection with the review of said plans and specifications (and all revisions thereto), and the inspection of the work in respect thereof, by Landlord and Landlord's architects, engineers and other consultants and professionals shall be reimbursed by Tenant to Landlord (as additional rent) within ten (10) days after Landlord's demand therefor, Tenant hereby agreeing that neither Landlord's approval of plans or specifications, nor its inspection of such work, nor its right to inspect such work, shall impose upon Landlord any obligation or liability whatsoever with respect thereto, including, without limitation, any obligation or liability that might arise as a result of such work not being performed in accordance with applicable laws and requirements or with the plans and specifications approved by Landlord or otherwise. Landlord may, as a condition of its approval, require Tenant to make revisions in and to the plans and specifications and to post a bond or other security reasonably satisfactory to Landlord to insure the completion and payment of the Change in question. Tenant shall not use, employ or retain any contractor or mechanic, or permit the use, employment or retention of any subcontractor, that has not been first approved by Landlord, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, for all Changes (including all Tenant's Work) involving electrical equipment or wiring, heating, ventilation and/or air-conditioning systems or equipment, or plumbing equipment or systems, Tenant Changes other than Major Changes, it being agreed that may only use contractors and subcontractors approved by Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in Landlord’s sole and absolute discretion without any liability whatsoever to Tenantwhich approval will not be unreasonably withheld. All Tenant Changes shall become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenant, If within ten (10) business days after its Landlord receives Tenant's plans and specifications (or any requested revisions thereto), Landlord fails to respond to Tenant's request for Landlord's approval thereof (whether by granting or denying such approval or by requesting revisions to such plans and specifications), Tenant shall give to Landlord a second (2nd) notice (the "SECOND NOTICE") notifying Landlord that if within five (5) business days after Landlord's receipt of notice the Second Notice Landlord fails to respond to Tenant's request for such approval, such failure shall be deemed the granting of such approval. If Landlord fails to respond to the Second Notice within such five (5) business day period (whether by granting or denying such approval or by requesting revisions to such plans and specifications), such approval shall be deemed given. (c) Before commencing any Limited Nonstructural Change, Tenant, at its sole cost and expense, shall prepare and submit to Landlord reasonably detailed plans and specifications therefor, provided however Landlord shall have no right to approve such plans and specifications. F. Before commencing any Change, Tenant shall, at its expense, obtain all permits, notices, approvals and certificates (collectively, "Permits") required by all governmental and quasi-governmental authorities for the commencement and prosecution of such Changes, and, upon completion, for the final approval of such Changes, and shall cause Tenant's Changes to be performed in compliance therewith, as well as with all applicable laws and requirements of public authorities and all applicable requirements of insurance bodies, in a good and workmanlike manner, using new materials and equipment of a quality and class at least equal to the original installations in the Building. Duplicates of all such permits, notices, approvals and certificates shall be delivered to Landlord before commencing such Changes, and upon the completion thereof, as the case may be. Landlord agrees to reasonably cooperate with Tenant, at Tenant's sole cost and expense, in connection with Tenant's Permit applications, and, with respect to such plans and specifications that Landlord has approved or which have been deemed approved pursuant to Section 42E, to promptly execute any documents requiring Landlord's signature in connection with Tenant obtaining the Permits. Changes shall be performed in such a manner as not to unreasonably interfere with or delay, and (unless Tenant shall indemnify Landlord therefor to the Landlord's reasonable satisfaction) as not to impose any additional expense upon Landlord in, the maintenance or operation of the Building. Throughout the performance of all Changes, Tenant shall, at its expense, carry, or cause to be carried, worker's compensation insurance in statutory limits and general liability insurance and personal and property damage insurance for any occurrence in or about the Building as set forth in Article 49 of this lease. All such insurance policies shall name Landlord and its agents, as parties insured, and be in such limits as required by Article 49 hereof. Tenant shall furnish Landlord with certificate(s) of insurance evidencing that such insurance is in effect before the commencement of any Changes and, on request, at reasonable intervals thereafter during the continuance of the Changes. G. Tenant shall, at its expense and with diligence and dispatch, procure the cancellation or discharge of all notices of violation arising from, or otherwise connected with, the Changes that shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction (unless such was caused solely by acts or omissions of Landlord or its agents). Tenant shall defend, indemnify and save Landlord harmless from and against all mechanic's and other liens filed in connection with the Changes or for any other work claimed to have been done for, or materials furnished to, Tenant, whether or not done or furnished pursuant to this Paragraph, including, without limitation, the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the demised premises, and against all costs, expenses and liabilities incurred or paid in connection with any such lien, security interest, conditional sale, or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall satisfy or discharge all such liens, and remove same from the record, within thirty (30) days after Landlord makes written demand therefor. Notwithstanding the foregoing, Landlord acknowledges that Tenant may obtain purchase money financing for Tenant's personal property located at the demised premises, limited to movable trade fixtures (not in any way attached or affixed to the demised premises), equipment, furnishings and moveable office furniture, and agrees that such purchase money lender shall be permitted to place a lien on such personal property; provided, however, in no event shall such lien extend to leasehold improvements or fixtures that are installed in and constitute part of the demised premises or to Landlord's interest in the Building. H. No Change shall be done in a manner that would: (i) create any work stoppage, picketing, labor disruption, or dispute; (ii) violate Landlord's union contracts affecting the land and/or Building; (iii) unreasonably interfere with the business of Landlord or any tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from Tenant's exercise of any of its rights pursuant to the provisions of this Article, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. In the event that Tenant fails to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any rights available to it under this lease, at law or equity, and shall have the right to injunction without notice. Tenant shall make all arrangements for, and pay all expenses incurred in connection with, use of the freight elevators servicing the demised premises and loading docks servicing the Building. Tenant acknowledges that (x) Tenant's use of such freight elevator and loading docks are non-exclusive and subject to scheduling by Landlord, (y) if Tenant's use of such loading docks or the use of such freight elevator for transporting materials, supplies, equipment, machinery, furniture or furnishings will, in Landlord's reasonable opinion, disrupt the operation of the Building (including the normal use of the freight elevators) or cannot be scheduled during the Freight Elevator Hours (as defined in Section 46A below), then Tenant will only be required permitted to remove use such freight elevator and loading docks during certain times other than during the Freight Elevator Hours on business days, in which event Tenant Changes shall be obligated to pay for such overtime usage at Landlord's then established rates, and (z) that there may be times when minimum usage of the freight elevator is required, such as on weekend days. Notwithstanding the foregoing, there shall be no charge for the use of the freight elevators servicing the demised premises (a) in connection with and prior to the substantial completion of Tenant's Work, such period not to exceed one (1) year, and for Tenant's initial move (not to exceed three (3) days) into the demised premises, (1) from 6:00 a.m. to 8:00 a.m. on business days, and during the Freight Elevator Hours on business days to transport construction materials in connection with Tenant's Work and (2) "after hours" for Tenant's move in and (b) for all other purposes during regular hours. I. All fixtures and all paneling, partitions, railings and like installations (COLLECTIVELY, "INSTALLMENTS"), installed in the demised premises at any time, either by Tenant or by Landlord on Tenant's behalf, shall, upon installation, become the property of Landlord at the expiration or earlier termination of this Leaselease. Nothing in this paragraph shall be construed to give Landlord title to or to prevent Tenant's removal of Installations, trade fixtures, moveable office furniture and equipment, but upon removal of any of such from the demised premises or upon removal of other installations as may be required by Landlord, Tenant shall immediately and at its expense, repair and restore the demised premises to the condition existing prior to installation, and repair any damage to the demised premises or the Building due to such removal. All property permitted or required to be removed by Tenant at the end of the term of this lease that remains in the demised premises shall be deemed abandoned and may be retained as Landlord's property or removed from the demised premises by Landlord, at Landlord's expense. Notwithstanding the foregoing, at the expiration or the earlier termination of this lease, Tenant shall surrender the demised premises in good and tenantable condition so that the demised premises may be used for executive and general office use by another tenant upon such expiration or earlier termination. If Tenant constructs a new staircase between the 14th and 15th floors, Tenant shall, upon Landlord's request, remove such new staircase prior to the expiration or sooner termination of the lease, at Tenant's expense, and shall repair and restore the demised premises to the condition existing prior to such installation. At no time shall Tenant have the obligation to remove the existing internal staircase between the 14th and 15th floors of the Building.

TENANT'S CHANGES. 12.01. 13.01 Tenant covenants and agrees that Tenant shall not, without first obtaining the written consent of Landlord, make any no alterations, additions decorations, installations, repairs, additions, improvements or improvements replacements (hereinafter collectively called “Tenant Changes” or “Tenant’s Changes”) in, to or about the Demised Premises (any such to be “Tenant Changes”). Notwithstanding the foregoing, without Landlord’s consent prior written consent, and then only by contractors or mechanics approved by Landlord, except the contractors or mechanics named in Exhibit B annexed hereto and approved by Landlord, which approval of such contractors and mechanics shall not be required for unreasonably withheld with respect to Tenant’s Changes of a nonstructural nature that do not affect any of the Building’s systems or the exterior of the Building. Landlord agrees not to unreasonably withhold or delay its consent to any Tenant Changes that within the Demised Premises (including the plans and specifications and the contractors therefor) which (i) are non-structural and will not, do not in Landlord’s sole judgment, judgment affect the HVACstructure of the Building or any part thereof or do not in Landlord’s judgment adversely affect the heating, electricventilating, sanitaryair conditioning, elevator plumbing, electrical or other Building systems serving or cause a disproportionate share of available quantities of electricity to the Building to be consumed in the Demised Premises or any other portion of the Building (“Major Changes”)Premises, and (ii) do not cost, affect the exterior appearance of the Building. Nothing in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) this Section 13.01 shall be construed to require Landlord’s consent for Tenant Changes that require a building permit with an aggregate cost of less than $50,000.00, painting of the inside of the Demised Premises by Tenant and other purely cosmetic decorations to the Demised Premises which are not visible from the municipality exterior of the Building and which do not affect the structure of the Building or any of the Building systems. Tenant’s Changes shall be done at Tenant’s sole expense and at such time and in such manner as Landlord may from time to time reasonably designate. Prior to the commencement of any Tenant Changes requiring Landlord’s consent, Tenant shall submit to Landlord, for Landlord’s written approval, plans and specifications (to be prepared by and at the expense of Tenant) of such proposed Tenant Changes in detail reasonably satisfactory to Landlord. In no event shall any material or equipment be incorporated in or to the Demised Premises in connection with any such Tenant’s Changes which the Property is locatednot new and first quality, or is subject to any lien, security agreement, charge, mortgage or encumbrance of any kind whatsoever or is subject to any conditional sale or other similar or dissimilar title retention agreement. Any mechanic’s lien filed against the Demised Premises or the Building for work done for, or claimed to have been done for, or materials furnished to, or claimed to have been furnished to Tenant shall be discharged by Tenant within thirty (b30) Seventydays thereafter, at Tenant’s expense, by filing the bond required by law or otherwise. All Tenant’s Changes shall at all times comply with (1) the laws, rules, orders and regulations of Governmental Authorities having jurisdiction thereof, (2) the Rules and Regulations, and (3) the plans and specifications prepared by and at the expense of Tenant theretofore submitted to Landlord for Landlord’s prior written approval. No Tenant’s Changes shall be undertaken, started or begun by Tenant or by its agents, employees, contractors or any one else acting for or on behalf of Tenant until Landlord has approved such plans and specifications and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Tenant agrees that it will not at any time prior to or during the term of this Lease, either directly or indirectly, use any contractors and/or labor and/or materials if the use of such contractors and/or labor and/or materials would or will create any difficulty with other contractors and/or labor engaged by Tenant or Landlord or others engaged in the construction, maintenance and/or operation of the Building or any part thereof. No approval or consent given by Landlord hereunder shall constitute certification by Landlord that any proposed Tenant’s Change complies with clauses (1) and (2) of this Section 13.01. Tenant shall submit its plans and specification for any of Tenant’s proposed work for which it seeks approval and Tenant shall reimburse Landlord, within twenty (20) business days after receipt of a ▇▇▇▇ thereof, for Landlord’s actual out-Five Thousand Dollars ($75,000.00) for of-pocket expenses and costs incurred in the architectural and/or engineering review thereof. With respect to any Tenant Changes that do not require a building permit from requiring filing within the municipality in which New York City Building Department, Tenant shall deliver copies of all permits prior to the Property is locatedcommencement of any work and upon completion shall deliver copies of all final sign-offs by all applicable inspectors. Landlord’s consent shall not be unreasonably withheldIn addition, conditioned or delayed with respect to any Tenant Changes other than Major Changes, it being agreed that Tenant shall pay to Landlord, within twenty business (20) days after receipt of a ▇▇▇▇ therefor, an amount equal to Landlord’s actual out-of-pocket costs and expenses for Landlord’s indirect costs, field supervision and coordination in connection therewith. Tenant shall pay within twenty business (20) days after demand therefor, the reasonable costs and expenses of Landlord’s independent consultants in connection with the review of any additional submissions for alterations to the Demised Premises not shown on the sketch attached hereto; provided, however, such costs or expenses shall not exceed Two Thousand Dollars ($2,000.00) in the aggregate. (a) All work performed or installations made by Tenant (or by Landlord at Tenant’s request and expense) in and to the Demised Premises shall be in compliance with the requirements of Local Law 5 of 1973 of the City of New York, as heretofore and hereafter amended (“Local Law 5”). The foregoing shall include, without limitation, (i) compliance with the compartmentation requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by the alteration of the Demised Premises, and (iii) installation of such additional fire control or detection devices as may withhold be required by applicable governmental or condition quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of Tenant’s manner of use of the Demised Premises. The design of such installations shall be at Tenant’s discretion so long as the results comply with Local Law 5. Landlord shall not be deemed unreasonable in withholding its consent to any Major Changes plans or specifications not complying with the requirements of Local Law 5. (b) Landlord shall not be responsible for any damage to Tenant installed fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof unless damaged by Landlord. Tenant shall indemnify and hold Landlord harmless from and against all claims, loss, damage, liability or expense (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by Landlord by reason of the installation and/or operation of any such devices by Tenant or no reason any person acting by or through Tenant. Landlord shall be responsible for the installation, repair and maintenance of any fire control or detection services or devices required by law for the occupancy of the Demised Premises for the use allowed hereunder. (c) The fact that Landlord shall have heretofore consented to any installations or alterations made by Tenant in the Demised Premises shall not relieve Tenant of its obligations pursuant to this Article with respect to such installation or alterations. (d) No Tenant’s Changes shall affect any part of the Building other than the Demised Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building or reduce the value or utility of the Building. No Tenant’s Changes shall affect the outside appearance of the Building or the color or style of any Venetian blinds (except that Tenant may remove any Venetian blinds provided that they are promptly replaced by Tenant with blinds of a similar type, material and color). All business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient, in Landlord’s sole reasonable judgment, to absorb and absolute discretion without prevent vibration, noise and annoyance to other tenants or occupants of the Building. Prior to the commencement of each proposed Tenant’s Changes, Tenant shall furnish to Landlord duplicate original policies of workmen’s compensation insurance covering all persons to be employed in connection with such Tenant’s Changes, including those to be employed by all contractors and subcontractors, and of comprehensive public liability insurance (including property damage coverage) in which Landlord, its agents and any liability whatsoever lessor under any ground or underlying lease shall be named as additional insureds, which policies shall be issued by companies and shall be in the form and amounts reasonably satisfactory to Tenant. All Tenant Changes shall become the property of Landlord and shall remain at be maintained by Tenant until the completion of such Tenant’s Changes. All fireproof wood test reports, electrical and air conditioning certificates, and all other permits, approvals and certificates required by all Governmental Authorities shall be timely obtained by Tenant and submitted to Landlord. (e) If any laws, orders, rules or regulations of any applicable Governmental Authority require that any asbestos or other Hazardous Substance contained in or about the Demised Premises, or brought into the Demised Premises upon the expiration or earlier termination of this Lease unless Landlord notifies by Tenant, be removed or dealt with in any particular manner in connection with any Tenant’s Changes to the Demised Premises, then it shall be Tenant’s obligation, at Tenant’s expense, to remove or so deal with such asbestos or other Hazardous Substance in accordance with all such laws, orders, rules and regulations. In the event Tenant is required to remove or deal with such asbestos or other Hazardous Substance in accordance with the provisions of the foregoing sentence then, notwithstanding anything to the contrary contained therein, Landlord, at Landlord’s election, shall have the option to itself remove or so deal with such asbestos or other Hazardous Substance and, in such event, Tenant shall pay to Landlord all of Landlord’s reasonable costs in connection therewith within ten twenty (1020) business days after its receipt next following the rendition of notice of such Tenant Changes, that Tenant will be required a statement thereof by Landlord to remove such Tenant Changes upon the expiration or earlier termination of this LeaseTenant.

TENANT'S CHANGES. 12.01. 13.01 Tenant shall notmay from time to time during the term of this Lease, without first obtaining at its expense, make such other alterations, additions, installations, substitutions, improvements and decorations (hereinafter collectively referred to as “changes” and, as applied to changes provided for in this Article, “Tenant’s Changes”) in and to the Demised Premises, excluding structural changes, as Tenant may reasonably consider necessary for the conduct of its business in the Demised Premises with the prior written consent of Landlord, make any alterations, additions or improvements in, to or about the Demised Premises (any such to be “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed, on the following conditions: (a) the outside appearance or the strength of the Building or of any of its structural parts shall not be affected; (b) except for Tenant’s option to install a back-up generator as set forth in Section 4.05, above, and further except for Tenant’s Roof Rights set forth in Article 43, below, no part of the Building outside of the Demised Premises shall be physically affected; if Tenant anticipates other changes which would physically affect the Building outside of the Demised Premises, Tenant may submit a written proposal of such changes for Landlord’s approval, which approval shall be at Landlord’s sole discretion. In no event may Tenant install or maintain any window air-conditioning unit; (c) the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected or the usage of such systems by Tenant shall not be increased. In the event that Tenant anticipates increase to its usage requirements of such systems, Tenant may submit a written proposal for Landlord’s approval to alleviate or expand such systems at Tenant’s sole cost and expense, approval of which shall be at Landlord’s sole discretion; (d) all Tenant’s Changes shall be consistent with the first class character and quality of the Building, and its landmark status, if any; (e) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article; (f) before proceeding with any Tenant’s Changes, Tenant will advise Landlord thereof and shall submit to Landlord proof reasonably satisfactory of the cost thereof and the name of the contractor who will be performing Tenant’s Changes for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned (except hereby) or delayed. In selecting a contractor, Tenant will allow a contractor selected by Landlord to bid on the job but nothing herein shall be deemed to require Tenant to select such contractor. Additionally, before proceeding with any Tenant’s Changes other than those of a decorative nature such as painting, wall coverings and floor coverings, Tenant shall submit to Landlord plans and specifications and all changes and revisions thereto, for the work to be done for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed except in connection with Tenant’s Changes which relate to items set forth in Section 13.01(a)-(c)) above and Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants. Any mechanical and electrical engineering plans required in connection with Tenant’s Changes shall be prepared at Tenant’s sole cost and expense, by the Building’s engineer and any plans and specifications required to be submitted to, or filed with, any governmental agency shall be submitted or filed by the Building’s expediter, at Tenant’s sole cost and expense. A complete set of the plans and specifications shall be submitted by Tenant to both the Building manager at the Building and the Property Manager at Landlord’s address. In the event Landlord fails to respond to any items submitted by Tenant where Landlord’s approval is required, within thirty (30) days after submission thereof, Landlord’s approval as to such items shall be deemed to have been granted. Tenant agrees that any review or approval by Landlord of any plans and specifications is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. The granting by Landlord of its approval to such plans and specifications shall in no manner constitute or be deemed to constitute a judgment or acknowledgment by Landlord as to their legality or compliance with laws and/or requirements of public authorities. Additionally, the execution by Landlord of any application by or on behalf of Tenant for any permits, approvals, licenses or permission shall not be deemed to be an approval by Landlord of any of Tenant’s plans and specifications. Landlord may as a condition of its approval require Tenant to make reasonable revisions in and to the plans and specifications and to post a bond or other security reasonably satisfactory to Landlord to insure the completion of such change; and (g) Tenant acknowledges and agrees that it shall not release any payment to any contractor, sub-contractor, vendor or supplier in connection with Tenant’s Work or Tenant’s Changes other than Major unless and until such contractor, sub-contractor, vendor or supplier has signed a Lien Waiver specific to the payment in form substantially as set forth as Exhibit F. Tenant further agrees to provide a copy of each signed Lien Waiver to Landlord within three (3) days thereafter. 13.02 Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion and shall furnish copies thereof to Landlord, and shall cause Tenant’s Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using first-class materials and equipment. Tenant’s Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord therefor to the latter’s reasonable satisfaction) as not to impose any additional expense upon, Landlord in the renovation, maintenance or operation of the Building or any portion thereof. Throughout the performance of Tenant’s Changes, it being agreed that Tenant, at its expense, shall carry, or cause to be carried, worker’s compensation insurance in statutory limits with a waiver of subrogation in favor of Landlord, the Present Additional Insureds and all other additional insureds as requested by Landlord may withhold or condition its consent to any Major Changes and otherwise as set forth in Section 11.02(b) and commercial general liability insurance for any reason occurrence in or no reason about the Building with limits and otherwise as set forth in Section 11.02(a) hereof. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of Tenant’s Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant’s Changes. If any of Tenant’s Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant’s Property (as defined in Article 14), such fixtures, equipment or other property shall be promptly replaced, at Tenant’s expense, with first-class fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent in writing and Tenant shall, upon Landlord’s sole and absolute discretion without request, deliver any liability whatsoever such fixtures, equipment or property so removed to TenantLandlord. All Tenant electrical and plumbing work in connection with Tenant’s Changes shall become be performed by contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. Upon completion of Tenant’s Changes, Tenant shall furnish a complete set of “as built” plans and specifications to both the property of Landlord and shall remain Building manager at the Premises upon Building and to Landlord. Tenant is responsible for damages to the expiration Building to the extent caused by Tenant, its employees, agents or earlier termination invitees which arise out of or result from Tenant’s Changes. 13.03 Tenant shall defend, indemnify and save Landlord harmless from and against (a) all mechanic’s and other liens filed, and (b) all violations issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction, in connection with or arising from, or otherwise connected with, any Changes (including Tenant’s Work) or any other work claimed to have been done for, or materials furnished to, Tenant or any person or entity claiming by, through or under Tenant, whether or not done or furnished pursuant to this Article, including, without limitation, the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises, and against all costs, expenses and liabilities incurred or paid in connection with any such lien, violation, security interest, conditional sale, or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall satisfy, cancel or discharge all such liens and violations, and remove same from the record (or may bond such liens) within fifteen (15) days after Landlord makes written demand therefor, provided, however, that the granting of such fifteen (15) days shall not effect Tenant’s other obligations and liabilities under this Lease, including the indemnification obligation set forth in this Section. 13.04 Tenant agrees that the exercise of its rights pursuant to the provisions of this Article 13 or any other provision of this Lease unless shall not be done in a manner which would create any work stoppage, picketing, labor disruption or dispute or violate Landlord’s union contracts affecting the Land and/or Building nor interference with the business of Landlord notifies Tenant, within ten (10) business days after or any Tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from the exercise by Tenant of its receipt right pursuant to the provisions of notice of such Tenant Changes, that Tenant will be required to remove such Tenant Changes upon the expiration this Article 13 or earlier termination any other provision of this Lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. The parties agree that in such instance, Landlord will suffer irreparable harm for which money damages will be an insufficient remedy. For that reason, in the event Tenant fails to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any rights otherwise available to it under this Lease and pursuant to law and equity, shall have the right to a court order granting an injunction against Tenant’s manner of exercise of its rights as aforesaid, application for such injunction to be made without notice. With respect to Tenant’s Changes, Tenant shall make all arrangements for, and pay all expenses incurred in connection with use of the freight elevators servicing the Demised Premises.

TENANT'S CHANGES. 12.01. Tenant A. Tenant, at its sole cost and expense (but subject to Section 42F), shall notcause any permitted alterations, without first obtaining the written consent of Landlorddecorations, make any alterationsinstallations, additions or improvements in, to in or about the Demised Premises (any such to be “Tenant Tenant’s Changes”), including any changes which Tenant intends to make on or before the Commencement Date, to be performed in a good and workerlike manner and in compliance with all applicable legal and other requirements of insurance bodies having jurisdiction over the Building, the provisions of Article 3 hereof and this Article 42 and in such manner as not to interfere with, delay, or impose any additional expense upon Owner in the maintenance or operation of the Building or the performance of Owner’s Work. Tenant, at its expense, and with diligence and dispatch, but in any event within thirty (30) days after the receipt of notice thereof, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant’s Changes which shall be issued by the Department of Buildings or any other public authority having or asserting jurisdiction over the Building; provided, however, that if the same cannot be reasonably cancelled or discharged within such thirty (30) day period, then Tenant shall not be in default of such requirement so long as Tenant commences diligent efforts to cancel or discharge the same within such thirty (30) day period and causes the same to be removed as promptly as reasonably practicable. Owner shall promptly forward notice of any such violations to Tenant received by Owner. B. Supplementing the provisions of Article 3 hereof, prior to making any proposed Tenant’s Changes, Tenant, at Tenant’s expense, (a) shall submit to Owner and shall obtain Owner’s approval (not to be unreasonably withheld, delayed or conditioned) of detailed plans and specifications (including scaled layout, architectural, mechanical and structural drawings) in three (3) hard copies and diskette form (except in the case of Tenant’s Changes that are purely cosmetic or decorative, do not affect the mechanical, electrical, plumbing, sanitary or other service systems of the Building and do not require filing of any plans with any governmental agency (collectively, “Cosmetic Changes”)), (b) shall obtain all permits, approvals and certifications required by any governmental authorities having jurisdiction (Owner hereby agreeing to execute such documents and applications as may be reasonably required to obtain the same, provided same is at no cost or obligation to Owner), and (c) shall furnish to Owner duplicate original policies or certificates thereof of worker’s compensation insurance (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors, in connection with such Tenant’s Changes) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts, as Owner may require, naming Owner and its agents, the other Additional Insureds, each Superior Lessor (as hereinafter defined) as to which Tenant has previously been notified in writing and each Superior Mortgagee (as hereinafter defined) as to which Tenant has previously been notified in writing, as additional insureds. Owner, prior to the granting of its consent to any Tenant’s Changes, may impose such conditions (in addition to those expressly provided in this Lease) as to such Tenant’s Changes as Owner may reasonably consider desirable (provided that no supervisory fee or surcharges and no bonding or other security shall be required for any Alterations). Owner shall have the right, in its sole discretion, to withhold consent to any Tenant’s Changes which would physically affect any part of the Building outside of the Demised Premises (other than standard connections to tap-in points, points of entry and roof rights granted to Tenant in this Lease, as to which Owner shall exercise reasonable discretion), would in Owner’s reasonable judgment materially and adversely affect the proper functioning of any of the mechanical, electrical, plumbing, sanitary or other service systems of the Building, or would require filing of any plans with any governmental agency (unless Tenant shall reimburse Owner for the cost of any such filing). Tenant shall reimburse Owner for any actual, reasonable out-of-pocket third party costs incurred by Owner in connection with any Tenant’s Changes, including, without limitation, costs incurred in connection with Owner’s review and/or approval of Tenant’s plans and specifications for any Tenant’s Changes. Owner shall provide Tenant with copies of supporting documentation for any such payments required by Owner from Tenant, promptly after Tenant’s request therefor. In the event Tenant shall employ any contractor to do any work in the Demised Premises permitted by this Lease, such contractor and any subcontractor shall agree to employ only such labor as will not result in jurisdictional disputes or strikes or result in causing disharmony with other workers employed at the Building. Owner and Tenant shall attempt (and shall endeavor to cause all affected parties to attempt) to resolve promptly any labor disputes in a commercially reasonable manner. In the event of any such dispute, strike or disharmony, Tenant, upon the demand of Owner, shall cause all contractors, subcontractors, mechanics or laborers causing same to vacate the Building immediately. Tenant shall inform Owner in writing of the names of any contractor or subcontractor(s) Tenant proposes to use in the Demised Premises at least fifteen (15) days prior to the beginning of work by such contractor or subcontractor and Owner shall have the right to approve any such contractor(s) or subcontractor(s) in Owner’s reasonable discretion (subject to Section 42D). Subject to the foregoing provisions of this Section 42B, Tenant shall be permitted to use non-union labor in the Demised Premises. C. Notwithstanding anything contained in this Article 42 or Article 3 to the foregoingcontrary, LandlordOwner’s consent shall not be required for any Tenant with respect to Tenant’s Changes that which (i) are non-structural do not materially and will not, in Landlord’s sole judgment, adversely affect any part of the HVAC, electric, sanitary, elevator or Building other Building systems serving than the Demised Premises and the building systems exclusively serving the Premises (the “Premises Systems”) or require any alterations, installations, improvements, additions or other physical changes to be performed in or made to any portion of the Building (“Major Changes”)other than the Demised Premises and the Premises Systems, and (ii) do not costaffect in any material and adverse respect the proper functioning of any other mechanical, in electrical, plumbing, sanitary or other service systems of the aggregateBuilding, (iii) do not affect the structure of the Building, (iv) do not involve a perforation to a floor slab of the Premises, (v) do not violate or otherwise require an amendment to the certificate of occupancy for the Building, (vi) are not reasonably expected to have a cost for labor and materials of more than (a) Thirty-Five One Hundred Thousand Dollars ($35,000.00100,000.00), either individually or in the aggregate with other reasonably related Tenant’s Changes constructed within any twelve (12) month period as part of the same project (other than for Cosmetic Changes, as to which no such dollar amount shall apply) and (vii) are performed by union labor and in accordance with all applicable Law. At least five (5) Business Days prior to making any such Tenant’s Changes, Tenant shall notify Owner thereof and submit to Owner (x) reasonable evidence that such Tenant’s Changes comply with the provisions of this Section 42C (including reasonable evidence of the projected project cost, except with respect to Cosmetic Changes) and (y) detailed plans and specifications for such Tenant’s Changes to the extent that any governmental authority requires such plans or specifications or Tenant otherwise prepares such plans and specifications. Any Tenant’s Changes described in this Section 42C shall otherwise be performed in compliance with the provisions of Article 3 and this Article 42. D. With respect to any item requiring Owner’s consent or approval pursuant to this Article 42, if Owner fails to grant or deny such consent or approval within ten (10) Business Days after submission (or seven (7) Business Days in the case of a resubmission), provided such submission complies with the requirements above, Tenant shall have the right to send Owner a second written request for consent or approval (a “Second Request”), which shall specifically identify the item(s) to which such request relates, and set forth in bold capital letters the following statement: “IF OWNER FAILS TO RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN OWNER’S CONSENT OR APPROVAL SHALL BE DEEMED GRANTED.” In the event that Owner fails to grant or deny consent or approval to a Second Request within three (3) Business Days after receipt thereof by Owner, the item(s) for Tenant Changes that require a building permit from the municipality in which the Property Second Request is locatedsubmitted shall be deemed to be approved by Owner. E. Upon completion of any of Tenant’s Changes, Tenant, at Tenant’s expense, shall obtain any certificates of final approval of such Tenant’s Changes required by any governmental authority and shall furnish Owner with copies thereof, together with the “as-built” plans and specifications for such Tenant’s Changes (other than Cosmetic Changes), which “as-built” plans shall be in hard copy and diskette form. All Tenant’s Changes shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Owner (if required), all applicable Law and the Rules and Regulations. All materials and equipment to be incorporated in the Demised Premises as a result of any Tenant’s Changes shall be of good quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. (bi) Seventy-Five Subject to the terms and conditions set forth below, Owner shall pay to or on behalf of Tenant up to a maximum amount of Four Million Four Hundred Eighty Thousand and 00/100 Dollars ($75,000.004,480,000.00) (“Owner’s Contribution”) for costs and expenses incurred by Tenant for goods, materials and labor in connection with the design, installation and construction of Tenant’s Changes in connection with Tenant’s occupancy of the Demised Premises promptly after the Commencement Date (“Tenant’s Initial Changes”), provided that do Tenant shall have the right to use up to a maximum of Eight Hundred Ninety-six Thousand and 00/100 Dollars ($896,000.00) of Owner’s Contribution on account of so-called “soft costs” in connection with Tenant’s Initial Changes, including architectural, engineering, expediting and other consulting fees, office furniture and all necessary building department permits and approvals, but in no event shall Owner’s Contribution be applied to expenditures on personal property not require constituting a building permit from the municipality in which the Property is locatedpermanent leasehold improvement (other than office furniture). LandlordExcept with Owner’s consent shall prior written approval (not to be unreasonably withheld), conditioned Tenant shall not remove from the Demised Premises any Tenant’s Initial Changes or delayed personalty made or purchased with respect to any Tenant Changes other than Major Changes, it being agreed that Landlord may withhold or condition its consent to any Major Changes for any reason or no reason in LandlordOwner’s sole and absolute discretion without any liability whatsoever to Tenant. All Tenant Changes shall become the Contribution unless replaced with property of Landlord equal or greater value to the Tenant’s Initial Changes or personalty removed and which substituted property will be deemed to have been installed in the Demised Premises with Owner’s Contribution. (ii) Owner shall remain at the Premises upon the expiration or earlier termination of this Lease unless Landlord notifies Tenantdisburse from time to time, but not more often than once in any thirty (30) day period, within ten (10) business days Business Days after its receipt of notice Tenant’s requisition therefor, to or on behalf of such Tenant Changesand/or (at Tenant’s request) to its contractor, that portion of Owner’s Contribution equal to the amount set forth in Tenant’s requisition minus ten percent (10%) thereof (the “Holdback”); provided, however, that no such disbursement shall be made (a) if, and for so long as, Tenant will shall be required to remove such Tenant Changes upon in non-monetary default under this Lease beyond any applicable notice and cure period or in any monetary default under this Lease and (b) until Owner’s receipt of (i) a requisition therefor from Tenant, (ii) a certification of performance (AIA G702 REQ form) from the expiration or earlier termination architect of this Lease.record and (ii) each of the following:

TENANT'S CHANGES. 12.01. 8.01 Tenant shall not, at any time or from time to time during the Term, make such alterations, additions, installations, substitutions, or improvements (hereinafter collectively called “changes” and, as applied to changes provided for in this Article, “Tenant’s Changes”) in and to the Demised Premises, without first obtaining the Landlord’s prior written consent of Landlordin all instances, make any alterations, additions or improvements in, to or about the Demised Premises (any such to be “Tenant Changes”). Notwithstanding the foregoing, Landlord’s consent shall not be required for any Tenant Changes that (i) are non-structural and will not, in Landlord’s sole judgment, affect the HVAC, electric, sanitary, elevator or other Building systems serving the Demised Premises or any other portion of the Building (“Major Changes”), and (ii) do not cost, in the aggregate, more than (a) Thirty-Five Thousand Dollars ($35,000.00) for Tenant Changes that require a building permit from the municipality in which the Property is located, or (b) Seventy-Five Thousand Dollars ($75,000.00) for Tenant Changes that do not require a building permit from the municipality in which the Property is located. Landlord’s consent shall not be unreasonably withheld. The foregoing notwithstanding, conditioned and without limitation, Landlord may, in its sole and absolute discretion, decline to consent to any changes to the structural elements of the Building and to any change which shall negatively impact any systems serving others in the Building. If Landlord shall consent, all Tenant’s Changes shall comply, whether structural or delayed non-structural, with the following conditions: (a) such changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to the Demised Premises, unless Tenant shall have obtained the same or shall covenant to do so and provide to Landlord such bond or other security as it shall require; (b) the outside appearance, character or use of the Demised Premises or the Building shall not be affected, and no Tenant’s Changes shall weaken or impair the structural strength or lessen the value of the Building; (c) the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected; (d) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Article and in Article 33; (e) at the Expiration Date, Tenant shall on Landlord’s written request restore the Demised Premises to their condition prior to the making of any changes permitted by this Article, reasonable wear and tear excepted, unless at the time of granting of Landlord’s consent, such requirement was waived by Landlord; (f) before proceeding with any change Tenant shall submit to Landlord plans and specifications for the work to be done, and shall request Landlord’s approval in writing, and, if such change requires approval by or notice to the lessor of a superior lease or the holder of a superior mortgage, Tenant shall not proceed with the change until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease or superior mortgage with respect to the proposed change or alteration have been met or complied with at Tenant’s expense (including, without limitation, all costs incurred by Landlord in reviewing and analyzing Tenant’s request for changes); and Landlord, if it approves the change (only if Landlord’s approval is required in accordance with the foregoing), will request such approval or give such notice, as the case may be; any change for which approval has been received shall be performed strictly in accordance with the approved plans and specifications, and no substantial amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord; and Tenant shall not be permitted to install and make a part of the Demised Premises any materials, fixtures or articles which are subject to liens, conditional sales contracts, security agreements or chattel mortgages; (g) Tenant shall not interfere with the access or egress of other tenants nor otherwise interfere with the peaceful use of the Building by such other tenants; and (h) Tenant shall comply with all other terms and conditions of this Lease in connection with Tenant’s Changes. Neither approval of the plans and specifications nor supervision of the alteration by the 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 such cost shall exceed $25,000, Tenant shall deposit with Landlord prior to the commencement of the alteration, the full cost of such improvement in form and amount required by Landlord and/or its lender. As construction is completed, Tenant may direct Landlord to disburse such sums from said deposit based upon Landlord’s architect’s or engineer’s certification of the percentage of completion. All costs of the foregoing shall be borne by Tenant. 8.02 All Tenant’s Changes other than Major shall at all times comply with laws, orders and regulations of governmental authorities having jurisdiction thereof, and all rules and regulations of Landlord, and Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion, and shall cause Tenant’s Changes to be performed in compliance therewith and with all applicable requirements of insurance bodies, and in good and first class workmanlike manner, using materials and equipment of at least first class quality. Throughout the performance of Tenant’s Changes, it being agreed that Tenant, at its expense, shall carry, or cause to be carried, worker’s compensation insurance in statutory limits, and general liability insurance for any occurrence on, in or about the Demised Premises, of which Landlord, managing agent and any mortgagee shall be named as parties insured, in such limits as Landlord may withhold reasonably prescribe (but not less than those specified in Article 11), with insurers admitted to do business in the State of New York having a rating of no less than “A/10” in the most current edition of Bests Key Rating Guide. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or condition its consent to any Major before the commencement of Tenant’s Changes for any reason or no reason in Landlordand, on request, at reasonable intervals thereafter during the continuance of Tenant’s sole and absolute discretion without any liability whatsoever to Changes. No Tenant. All Tenant ’s Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises, unless such fixtures, equipment or other property shall be promptly replaced, at Tenant’s expense and free of superior title, liens and claims, with fixtures, equipment or other property (as the case may be) of like utility and at least equal value acceptable to Landlord (which replaced fixtures, equipment or other property shall thereupon become the property of Landlord and shall remain at the Premises upon the expiration or earlier termination of this Lease Landlord), unless Landlord notifies shall otherwise expressly consent in writing. 8.03 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant’s Changes which shall be issued by the appropriate department of the municipality where the Building is located or any other public authority having or asserting jurisdiction. Upon completion of any Tenants Changes, Tenant shall promptly furnish Landlord with sworn owner’s and contractor’s statements and full and final waivers of lien covering all labor and materials included in such Tenant’s Changes, Tenant shall not permit any mechanics lien to be filed against the Building, or any part thereof, arising out of any Tenant’s Changes performed, or alleged to have been performed, by or on behalf of Tenant. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanics and other liens in connection with Tenant’s Changes, repairs or installations, including but not limited to the liens of any conditional sales of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Demised Premises and against all costs, attorney’s fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall commence the necessary proceedings to procure the satisfaction or discharge of all such liens within ten (10) business days after its receipt of notice the filing of such lien against the Demised Premises or the Building and shall, within the minimum time period possible under the laws of the State of New York, cause such lien to be discharged. If Tenant shall fail to comply with the foregoing requirements within the aforesaid time periods, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. If Landlord is required to make any repairs or perform any maintenance or do any work of any nature whatsoever with respect to Tenant’s Changes, that then Tenant will shall pay to Landlord immediately upon demand the cost of any such repairs or maintenance as Additional Rent. However, nothing herein shall be required construed to remove such Tenant Changes upon the expiration or earlier termination of this Leaseimpose a duty on Landlord to mitigate its damages by undertaking any repair which is Tenant’s obligation.