Common use of Alterations Clause in Contracts

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.

Alterations. Tenant agrees that it will shall not (a) demolish permit alterations in or undertake any to the Leased Premises unless and until the plans have been approved by Landlord in writing, which approval as to interior non-structural alterations shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right without Landlord's consent, and in compliance with all other provisions of this Section, to make any non-structural alterations to the Leased Premises which do not materially impact the Building's mechanical or electrical systems, do not adversely affect the Building's appearance or value, and the cost of which does not exceed Forty Five Thousand and 00/100 Dollars ($45,000.00) in the aggregate, provided that Tenant gives Landlord fifteen (15) days prior written notice of any such alterations, along with copies of the buildings or other improvements erected upon or otherwise comprising the Demised Premisesplans and specifications relating thereto. As a condition of such approval (or, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With with respect to any alterations permitted to be made by Tenant pursuant hereunder without Landlord's approval), Landlord hereby agrees that, upon written request by Tenant, at the time that Tenant is contemplating alterations, Landlord will inform Tenant as to this Article Tenwhether such proposed alterations will be required to be removed by Tenant and restore the Leased Premises at the end of the Lease Term; otherwise, all such alterations shall at Landlord's option become a part of the realty and the property of Landlord, and shall not be removed by Tenant. Tenant shall (a) pay ensure that all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, alterations shall be made in accordance with all applicable laws laws, regulations and plans building codes, in a good and specifications previously submitted workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed work claimed to have attached to the freehold and been done for or material claimed to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein providedbeen furnished to Tenant, Tenant further agrees shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify and hold harmless Landlord from and against all costs, expenseslosses, liensexpenses and attorneys' fees in connection with any construction or alteration under this Section 7.03, claims not performed by Landlord or an affiliate, and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsany related lien.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant agrees or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that it will such Alteration does not (aA) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen diminish the value of the Demised Premises and/or (including, by way of example only, but without limitation, by diminishing the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value utility of the Demised PremisesImprovements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, Every Alteration shall be made in accordance with all applicable laws laws, legal requirements and plans and specifications previously submitted the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord’s 's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to approved the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsAlterations proposed by Tenant.

Alterations. Except as otherwise provided in this Section, Tenant agrees that it will shall make no alterations, additions, fixtures or improvements (“Alterations”) to the Premises or the Building without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant may make Alterations to the Premises costing less than Fifty Thousand Dollars (a$50,000.00) demolish or undertake any structural alterations of any during each calendar year of the buildings or other improvements erected upon or otherwise comprising Term without Landlord’s consent, provided, however, that any Alterations which require a governmental permit as a prerequisite to the Demised Premisesconstruction thereof, shall require Landlord’s prior written consent, which shall not be unreasonably withheld, and Tenant shall supply an itemized summary to Landlord’s property manager, including as-built plans (if applicable), at least annually, of all of the foregoing Alterations made without Landlord’s consent. Notwithstanding anything to the contrary contained in either of the foregoing sentences, without the prior written consent of Landlord which may be withheld in Landlord’s sole and absolute discreton, no Alterations shall: (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), (ii) adversely affect or penetrate through any of the structural portions of the Building, including but not limited to the roof, (iii) require any change to the basic floor plan of the Premises (including, without limitation, the adding of any additional “office” square footage) or any material change to any structural, electrical or mechanical systems of the Premises, (iv) fail to comply with any applicable governmental requirements or with any governmental permit prerequisite to the construction thereof, (v) result in the Premises requiring building services beyond the level normally provided to other tenants, (vi) interfere in any manner with the proper functioning of, or Landlord’s access to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (bvii) make alter or replace Standard Improvements with a Non-Standard Improvement. In the event that any other alterations which would change requested Alteration involves the character use of lesser quality materials or less stringent specifications than the buildings building standard materials and specifications attached hereto as Exhibit I (“Standard Improvements”), Landlord may withhold consent to such Alteration in its sole and absolute discretion. In the event Landlord so consents to the use of lesser quality materials or other improvements comprising less stringent specifications than the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect Standard Improvements (such use being referred to any alterations permitted to be made by Tenant pursuant to this Article Tenas a “Non-Standard Improvement”), Tenant shall be responsible for the cost of replacing such Non-Standard Improvement with the applicable Standard Improvement (a“Replacements”), which Replacements shall be completed prior to the Expiration Date or earlier termination of this Lease. Landlord may impose any reasonable condition to its consent, including but not limited to reasonable requirements as to the manner and time of performance of such work, but not including a lien and completion bond unless: (A) pay Tenant’s current Statements show a net worth less than the Statements of Tenant at lease execution, and (B) such Alterations cost in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). Landlord shall in all costsevents, expenses whether or not Landlord’s consent is required, have the right to reasonably approve the contractor performing the installation and charges thereof, removal of Alterations and Replacements and Tenant shall not permit any contractor not approved by Landlord to perform any work on the Premises or on the Building. The restriction set forth in the preceding sentence shall not apply if the cost of such Alteration or Replacement is less than Fifty Thousand Dollars (b) make $50,000.00). Tenant shall obtain all required permits for the same installation and removal of Alterations and Replacements and shall perform the installation and removal of Alterations and Replacements in accordance compliance with all applicable laws laws, regulations and building codes ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations as described in Article XVII. Tenant understands and agrees that Landlord shall be entitled to a good supervision fee for any Alterations either requiring a permit from the City of San Diego or affecting any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, in the following amounts: (i) five percent (5%) of the cost of such Alterations costing less than Fifty Thousand Dollars ($50,000.00), or (ii) for Alterations costing more than Fifty Thousand Dollars ($50,000.00), the sum of Two Thousand Five Hundred Dollars ($2,500.00) plus one percent (1%) of the cost of such Alterations (not to exceed the aggregate amount of Fifteen Thousand Dollars ($15,000.00)), plus Landlord’s actual and workmanlike reasonable costs of its mechanical and/or electrical engineers to review such Alterations. Under no circumstances shall Tenant make any Alterations or Replacements which incorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If any governmental entity requires, as a condition to any proposed Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas (which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant’s sole expense, make such required improvements to the Common Areas in such manner, (c) cause the same utilizing such materials, and with such contractors, architects and engineers as Landlord may require in its reasonable discretion. Any request for Landlord’s consent to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, proposed Alterations shall be made in accordance writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with all applicable laws as-built drawings and plans and specifications previously submitted to Landlord for CAD disks compatible with Landlord’s approvalsystems and standards. Unless Landlord otherwise agrees in writing, which approval shall not be unreasonably withheld all Alterations made or delayedaffixed to the Premises, and, except for removable the Building or to the Common Area (but excluding trade fixtures, personal property, equipment and furniture, including, but not limited to, laboratory equipment and benching and emergency generators which shall at once when made or installed be deemed to have attached to remain the freehold and to have property of Tenant), shall become the property of Landlord and shall remain for be surrendered with the benefit of Landlord Premises at the end of the term or other expiration Term; except that Landlord may, as provided in the next succeeding paragraph of this Lease in as good order Section 7.3, require Tenant to remove by the Expiration Date or sooner termination date of this Lease, all or any of the Alterations installed either by Tenant or by Landlord at Tenant’s request, and to repair any damage to the Premises, the Building or the Common Area arising from that removal and restore the Premises to their condition as they were when installedprior to making such Alterations, reasonable wear and tear and casualty excepted. In As of the event Expiration Date or earlier termination date of this Lease, Landlord shall have the right to require Tenant to remove any Alterations made by Tenant to the Premises and to replace same with the applicable Replacements, whether or not Landlord’s consent was required. Notwithstanding anything to the contrary in this Section 7.3, if at the making time of requesting Landlord’s consent to any such alteration, improvements and additions as herein providedAlterations or if prior to commencing any Alterations for which Landlord’s consent is not required, Tenant further agrees shall request in writing whether or not Landlord shall require such Alterations to indemnify be so removed and hold harmless Landlord from replaced as of the Expiration Date or earlier termination date of this Lease, then Landlord’s right to require Tenant to so remove and against all costsreplace such Alterations shall be exercised, expensesif at all, liensat the time of Landlord’s consent thereto. As used in this Section 7.3, claims and damages arising out of, or resulting from “Alterations” do not include the undertaking or making of such alterations, improvements and additionsTenant Improvements to be constructed by Tenant pursuant to the attached Work Letter.

Alterations. Tenant agrees that it will not (a) demolish Tenant shall not permit alterations in or undertake any structural to the Leased Premises unless and until Landlord has approved the plans therefor in writing, which approval shall not be unreasonably withheld, conditioned or delayed. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of any this Lease; otherwise, all such alterations shall at Landlord's option become a part of the buildings or other improvements erected upon or otherwise comprising realty and the Demised Premisesproperty of Landlord, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesshall not be removed by Tenant. With respect to any alterations permitted to be made by Tenant pursuant to this Article TenHowever, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same not be required to be performed by qualified contractors who shall not create remove any labor or other disturbance such alteration unless at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless time Tenant requested Landlord's consent to such installation Landlord from and against any mechanic’s liens or other liens or claims notified Tenant in connection with writing that the making thereof and (e) by reason alteration must be removed at the time of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce surrendering the economic value of the Demised Leased Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall ensure that all alterations shall be made in accordance with all applicable laws laws, regulations and plans building codes, in a good and specifications previously submitted workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord's consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys' fees in connection with any construction or alteration and any related lien. Tenant agrees that Duke Construction Limited Partnership or a subsidiary or affiliate of Landlord shall be permitted to bid as general contractor for any alterations to the Leased Premises. In the event Duke Construction Limited Partnership or a subsidiary or affiliate of Landlord is not the general contractor for any alterations to the Leased Premises, (i) Tenant's proposed general contractor is subject to Landlord’s approval, 's prior approval which approval shall not be unreasonably withheld withheld, conditioned or delayed, and(ii) the general contractor shall provide evidence of insurance, except for removable trade fixtures, shall at once when made or installed be deemed to have attached and copies of plans and specifications relating to the freehold alterations and (iii) Landlord shall receive a construction management fee equal to have become the property of Landlord three and shall remain for the benefit of Landlord at the end one-half percent (3.5%) of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making cost of such alterationalterations (an "Oversight Fee"). Tenant shall cause said general contractor to comply with Landlord's reasonable building standards, improvements Landlord's reasonable mechanical, electrical and additions as herein provided, Tenant further agrees to indemnify plumbing specifications and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making Landlord's reasonable rules of such alterations, improvements and additionsconduct.

Alterations. Tenant agrees that it will not Sublessee shall have the right to make alterations, additions and improvements (acollectively, hereinafter “Alterations”) demolish or undertake any structural alterations of any to the Premises without obtaining consent of the buildings PDA or Sublessor, provided that (i) such Alterations do not materially adversely affect the soundness, structural integrity, exterior appearance, or useful life of the structure or the systems of the Building, (ii) such Alterations in each instance do not exceed $250,000, and (iii) such Alterations do not require (A) consent of the PDA under Article 15 of the Ground Lease (applied as if Sublessee were the “Sublessee” thereunder) or (B) approval of plans from another governmental agency to obtain any required building or other improvements erected permit. If applicable, Sublessee shall provide Sublessor with “as built” plans detailing such Alterations at the completion thereof. As long as Sublessor has received at least fifteen (15) business days’ prior notice of such Alterations, Sublessor shall notify Sublessee within such period whether Sublessor shall require Sublessee to remove such Alterations upon the expiration or otherwise comprising earlier termination of this Lease. If Sublessor fails to give such notification to Sublessee within such period, Sublessee shall not be obligated to do so. Notwithstanding anything herein to the Demised Premisescontrary, without Sublessee shall not be obligated to remove or restore any Alterations made as part of or in connection with Sublessor’s Work and Sublessee’s initial occupancy of the Building, including, but not limited to any data, telephone or telecommunications wiring. In addition, Sublessee shall have the right to install, at its sole cost and expense, a backup generator for the Building in a location to be reasonably determined by Sublessor and Sublessee, subject to the other provisions hereof related to Alterations. Any other Alterations shall require the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weakenSublessor and, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunderextent required under the Ground Lease, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalthe PDA, which approval shall not be unreasonably withheld or delayed subject to and in accordance with the Ground Lease. Sublessor agrees that it shall use commercially reasonable efforts to assist Sublessee in obtaining any consent required from the PDA relating to Alterations so long as Sublessee reimburses Sublessor for any reasonable out-of-pocket costs or expenses incurred by Sublessor in connection therewith. Sublessor may condition its consent to any Alteration requiring Sublessor’s consent hereunder on a requirement that Sublessee remove same upon expiration or earlier termination of the Term of this Lease. All work done in connection with any Alterations shall be done in a good and workmanlike manner employing materials of good quality and in compliance with Article 15 of the Ground Lease and with laws, rules, orders and regulations of governmental authorities having jurisdiction thereof and by contractors approved by Sublessor, which approval will not be unreasonably withheld, conditioned or delayed. If Sublessee employs outside contractors for Alterations to the Premises, Sublessee shall be responsible for and shall cause the contractor to abide by all reasonable procedures, rules and regulations as promulgated by Sublessor and/or the PDA in writing prior to the commencement of any such Alteration. All Alterations shall be performed in such a manner as to maintain harmonious labor relations and not to damage the Building. Sublessee shall indemnify and hold Sublessor harmless from any damage caused by Sublessee’s contractors. Sublessee agrees to pay to Sublessor all reasonable out-of-pocket costs actually incurred by Sublessor in connection with granting its consent to such Alterations (if required) and supplying services requested by Sublessee to Sublessee with respect to the construction by Sublessee of any Alteration within thirty (30) days of Sublessor’s bill therefor. Sublessee shall cause each contractor performing any Alteration on its behalf to carry worker’s compensation insurance in statutory amounts covering the employees of all contractors and subcontractors, and comprehensive general liability insurance with such limits as Sublessor may require reasonably from time to time during the Base Term or Extension Term, if any, of this Lease, taking into account the complexity and nature of the work and the amount of insurance customarily carried by contractors performing similar work and, except for removable trade fixturesif requested by Sublessor, to deliver to Sublessor certificates of all such insurance. Except as otherwise provided herein, any Alterations made by Sublessee, and any permanent fixtures installed as part thereof shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for Sublessor upon the benefit of Landlord at the end of the term expiration or other expiration sooner termination of this Lease Lease. Sublessee shall yield up the Premises in as good order and the condition the Premises were in on the Rent Commencement Date or as they were when installedmay be placed during the Term of this Lease, reasonable wear and tear exceptedtear, damage caused by Sublessor’s activities or breach of its repair and maintenance obligations, and damage by fire or other casualty and governmental taking excepted (but in any event, subject to Sublessee’s obligation to remove Alterations as provided in this Lease). In Notwithstanding the event foregoing or anything in this Lease to the contrary, Sublessee shall have no obligation to remove or restore Sublessor’s Work, any ordinary and customary tenant improvements or Alterations that are typical for general office, manufacturing, R&D/laboratory, and warehouse use, including data, telephone or telecommunications cabling and wiring. All articles of personal property and all business or trade fixtures, machinery and equipment and furniture owned or installed by Sublessee in the making Premises including, without limitation, computers, refrigerators, freezers, and water processing systems, shall remain the property of such alteration, improvements Sublessee and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, may be installed or resulting from removed by Sublessee at any time during the undertaking Lease Term or making of such alterations, improvements and additionsupon the expiration or earlier termination thereof.

Alterations. Tenant agrees that it will may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (acollectively, the “Alterations”) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without first procuring the prior written consent of Landlord or (b) make any other alterations to such Alterations, which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to consent shall be made requested by Tenant pursuant not less than ten (10) business days prior to this Article Ten, Tenant shall (a) pay all costs, expenses and charges the commencement thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval consent shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which may violate the CAP Process described in Section 5.3 above, or delayedmay adversely affect the structural portions or the systems or equipment of the Building, andor has a material effect on the exterior appearance of the Building when the Building is viewed in its entirety from the street of from a neighboring building. Notwithstanding the foregoing, except Tenant shall be permitted to make Alterations without Landlord’s prior consent and without prior notice to Landlord (subject to the terms of Article 9, below), to the extent that such Alterations cost less than $10,000.00 for removable a particular job or work and are strictly cosmetic (such as painting or carpeting). Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following three (3) business days’ prior written notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations (i) do not adversely affect the Building Structure, Building Systems or equipment, (ii) does not have a material effect on the exterior appearance of the Building when the Building is viewed in its entirety from the street of from a neighboring building, (iii) cost more than $10,000.00 but less than $100,000.00 for a particular job of work, and (iv) would not require Tenant to obtain Landlord’s consent pursuant to the terms and conditions of Section 5.3 of this Lease. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant’s trade fixtures, furniture, equipment and other personal property installed in the Premises (“Tenant’s Property”) shall at once when made or installed all times be deemed to have attached and remain Tenant’s property. For the avoidance of doubt, the items listed on Exhibit N shall be considered Tenant’s Property. Except for Alterations which cannot be removed without structural injury to the freehold Premises or the Building, at any time Tenant may remove Tenant’s Property from the Premises, provided that Tenant repairs all damage caused by such removal and to have become returns the property of Landlord and shall remain for the benefit of Landlord at the end affected portion of the term or other expiration Premises to the condition that existed prior to the installation of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsTenant’s Property.

Alterations. Tenant agrees that it will shall make no alterations, installations, additions or improvements (excluding minor alterations, installations, additions or improvements, including but not (alimited to paneling, partitions and the installation of Tenant's fixtures hereinafter referred to as "Minor Repairs") demolish in or undertake any structural alterations of any of to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Premises without the Landlord's prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval consent shall not be unreasonably withheld or delayed. All such work approved by Landlord shall be made in a manner, andand by workmen and contractors, except reasonably acceptable to Landlord. All alterations, installations, additions or improvements made by or for removable trade fixtures, shall at once when made or installed be deemed to have attached Tenant to the freehold Premises shall remain upon and to have be surrendered with the Premises and become the property of Landlord and shall remain for the benefit of Landlord at the end of the term expiration or other expiration termination of this Lease or upon the termination of Tenant's right to possession of the Premises; provided, however, that Landlord may require Tenant to remove any or all of such items upon the expiration or termination of this Lease or the termination of Tenant's right to possession of the Premises. Tenant shall bear the costs of all removal of Tenant's property from the Premises and all resulting repairs to the Premises. If any work is approved by Landlord, such work shall be performed by Tenant (a) so as not to materially alter the exterior or interior appearance of the Premises except as reasonably approved, (b) so as not to adversely affect the structure, safety, systems, or services of the Premises, (c) to comply with all building, safety, fire and other codes and governmental, quasi-governmental and insurance requirements, (d) so as not to result in as any usage in excess of the Premises capacity for water, electricity, gas, heating, ventilating or air-conditioning (either during or after such work), and (e) in such a manner that no mechanic's, materialman's or other similar liens attach to Tenant's leasehold estate and shall be completed promptly and in a good order and condition as they were when installed, reasonable wear and tear exceptedworkmanlike manner. In the no event in the making of such alteration, improvements and additions as herein provided, shall Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out ofpermit, or resulting from be authorized to permit, any liens (valid or alleged) or other claims to be asserted against Landlord or Landlord's rights, estates and interests with respect to the undertaking Premises or making of this Lease. Landlord shall have the right, but not the obligation, to remove any such alterations, improvements liens at Tenant's cost and additionsexpense.

Alterations. Tenant agrees that it will not (a) demolish shall make no alterations, additions or undertake any structural alterations of any of improvements to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (bii) make affect or penetrate any other alterations which would change the character of the buildings structural portions of the Building, including but not limited to the roof, or other improvements comprising (iii) require any change to the Demised Premises basic floor plan of the Premises, any change to any structural or which would weakenmechanical systems of the Premises, impair or otherwise any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any way affect manner with the structural aspects of integrity proper functioning of or lessen Landlord’s access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Demised Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and requirements as to the manner, time, and contractor for performance of the work. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Premises and/or the buildings Site, and other the Rules and Regulations (hereafter defined) Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any such work requiring a permit from the City of Irvine. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements comprising to the Demised Premises by Tenant, that improvements be made to the outside areas of the Site, and if Landlord consents to such improvements to said outside areas, then Tenant shall, at Tenant’s sole expense, make such required improvements to the outside areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord’s contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanicAny request for Landlord’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, consent shall be made in accordance with writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise requires in writing, all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalalterations, which approval shall not be unreasonably withheld additions or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached improvements affixed to the freehold Premises (excluding moveable trade fixtures and to have furniture) shall become the property of Landlord and shall remain for be surrendered with the benefit of Landlord Premises at the end of the term Term, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or other expiration sooner termination date of this Lease in as good order and condition as they were when installedLease, reasonable wear and tear excepted. In the event in the making of such alterationall or any alterations, decorations, fixtures, additions, improvements and additions as herein providedthe like installed either by Tenant or by Landlord at Tenant’s request, and to repair any damage to the Premises arising from that removal. Any notice to Tenant further agrees pursuant to indemnify and hold harmless the foregoing shall be given by Landlord from and against concurrently with its consent (following tenant’s request for such consent) for all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such any alterations, improvements decorations, fixtures or additions and additionsthe like. If such consent for such alterations decorations, fixtures, additions is either not requested by Tenant or is not given by Landlord, then any such notice of removal may be given at any time prior to sixty (60) days following the expiration or earlier termination of the Term of this Lease. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises for Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred.

Alterations. Landlord hereby consents to certain Tenant agrees that it will Improvements, on the terms and subject to the conditions of Exhibit C. Tenant shall not (a) demolish make or undertake permit any structural alterations of any of Alterations in, on or about the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Premises without the prior written consent of Landlord Landlord, and according to plans and specifications approved in writing by Landlord, which consent and approval shall not be unreasonably withheld, conditioned or (b) make any other alterations which would change delayed. Except in the character case of the buildings or other improvements comprising Tenant Improvements which are the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value subject of the Demised Premises and/or Initial Installation, Landlord, at its sole option, may, however, require as a condition to the buildings granting of any such consent, that Tenant provide to Landlord, at Tenant’s sole cost and other expense, a lien and completion bond in an amount equal to one and one-half (1½) times any and all estimated costs of any intended improvements comprising to the Demised Premises, to insure Landlord against any liability for mechanics’ and materialmen’s liens and to insure completion of the work. With respect to any alterations permitted to be made Except in the case of the Tenant Improvements which are the subject of the Initial Installation, and unless otherwise agreed in writing by Tenant pursuant to this Article Tenthe parties, Tenant shall, at its sole cost and expense, obtain all necessary permits and governmental inspections and approvals required in connection with any Alterations. All Alterations shall be installed at Tenant’s sole expense (a) pay all costsexcept as expressly set forth in this Lease), expenses and charges thereof, (b) make the same in accordance compliance with all applicable laws (including, but not limited to, The American With Disabilities Act, and building codes any state or local building, fire or safety codes, ordinances or regulations), the Rules and Regulations and the CC&R’s, by Landlord’s contractor unless otherwise agreed by the parties. All Alterations shall be done in a good and workmanlike mannermanner conforming in quality and design with the Premises existing as of the Commencement Date, (c) cause the same to be performed by qualified contractors who and shall not create any labor or other disturbance at diminish the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised PremisesProject. All alterations, improvements and additions to the Demised Premises permitted to be Alterations made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord upon installation and shall remain not be deemed Tenant’s Personal Property. Notwithstanding any other provisions of this Lease, Tenant shall be solely responsible for the benefit maintenance and repair of any and all Alterations made by it to the Premises. Tenant shall give Landlord written notice of Tenant’s intention to perform any Alterations on the Premises at least twenty (20) days prior to the end commencement of the term such Alterations to enable Landlord to post and record an appropriate Notice of Non-responsibility or other expiration notice deemed proper before the commencement of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of any such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsAlterations.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of any the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the buildings or Premises shall not be lessened thereby other improvements erected upon or otherwise comprising than in a deminimus manner and such Alterations will not permanently reduce the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character square footage of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereofImprovements, (bii) make the same in accordance with all applicable laws and building codes such Alterations shall be completed in a good and workmanlike manner, (c) cause the same free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made maintained by Tenant hereunder, shall be and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for without Landlord’s approvalconsent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which approval consent shall not be unreasonably withheld withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or delayeddisapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, andand such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, except for removable trade fixtures, shall at once when made or installed Landlord will be deemed to have attached approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the freehold TI Allowance account, all necessary permits and approvals required to have become perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall remain for be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the benefit part of Landlord at for which Landlord is not indemnified for hereunder or change the end nature of the term or other expiration of this Lease Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, connection with reviewing any request for consent to Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsAlterations.

Alterations. Tenant agrees that it will shall not (a) demolish make or undertake cause to be made any structural alterations of alterations, additions or improvements or install or cause to be installed any of the buildings fixtures, signs, floor coverings, interior or other improvements erected upon exterior lighting, plumbing fixtures, or otherwise comprising the Demised Premisesshades or awnings, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions changes to the Demised Leased Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for without first obtaining Landlord’s written approval, which approval shall not be unreasonably withheld withheld. Tenant shall present to the Landlord plans and specifications for such work at the time approval is sought. In the event Landlord consents to the making of any alterations, additions, or delayedimprovements to the Leased Premises by Tenant, andthe same shall be made by Tenant at Tenant’s sole cost and expense. All such work with respect to any alterations, additions, and changes shall be done in a good and workmanlike manner and diligently prosecuted to completion such that, except for removable trade fixturesas absolutely necessary during the course of such work, the Leased Premises shall at all times be a complete operating unit. Any such alterations, additions, or changes shall be performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the work or any such alterations, additions, or changes, Tenant shall have the same performed in such a manner as not to obstruct access to any portion of the Building. Any alterations, additions, or improvements to or of the Leased Premises, including, but not limited to, wall covering, fume hoods, darkroom, paneling, and built-in cabinet work, but excepting movable furniture and equipment, shall at once when made or installed become a part of the realty and shall be deemed to have attached to surrendered with the freehold and to have become the property of Premises, unless Landlord and shall remain for Tenant agree at any time that the benefit of Landlord specific improvement may be removed by Tenant at the end of the term or other expiration of this Lease in as good order and condition as they were when installedTerm provided Tenant restores the premises to its original condition, reasonable wear and tear excepted. In If there is an agreement to allow removal, such items which are the event in subject of agreement shall be listed on Exhibit F which agreement, as may be revised by the making parties from time to time, shall be made a part of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsthis Lease.

Alterations. After the Commencement Date, Tenant agrees that it will shall not make or permit any Alterations in, on or about the Premises, except for nonstructural Alterations not exceeding Twenty-Five Thousand and no/100ths Dollars (a$25,000.00) demolish or undertake in cost during any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premisestwelve (12) month period, without the prior written consent of Landlord or (b) make any other alterations Landlord, which would change consent shall not be unreasonably withheld, and according to plans and specifications reasonably approved in writing by Landlord. Notwithstanding the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenforegoing, Tenant shall not, without the prior written consent of Landlord, make any (ai) pay all costsalterations to the exterior of the Building; (ii) alterations to and penetrations of the roof of the Building; or (iii) alterations visible from outside the Building to which Landlord may withhold Landlord's consent on wholly aesthetic grounds. All Alterations shall be installed at Tenant's sole expense, expenses and charges thereof, (b) make the same in accordance compliance with all applicable laws and building codes permit requirements by a licensed contractor, shall be done in a good and workmanlike mannermanner conforming in quality and design with the Premises existing as of the Commencement Date, (c) cause the same to be performed by qualified contractors who and shall not create any labor or other disturbance at diminish the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of either the Demised Building or the Premises. All alterations, improvements and additions to the Demised Premises permitted to be Alterations made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord upon installation and shall remain for not be deemed Tenant's Personal Property; provided, however, that Landlord may, at its option, require that Tenant, at Tenant's expense, remove any or all Alterations installed by Tenant and return the benefit of Landlord at the end Premises to their condition as of the term or other expiration Commencement Date of this Lease in as good order and condition as they were when installedLease, reasonable normal wear and tear exceptedexcepted and subject to the provisions of Paragraph 23. In If Tenant removes any Alterations as required or permitted herein, Tenant shall repair any and all damage to the event Premises caused by such removal and return the Premises to their condition as of the Commencement Date, normal wear and tear excepted and subject to the provisions of Paragraph 22. Notwithstanding any other provision of this Lease, Tenant shall be solely responsible for the maintenance and repair of any Alterations made by it to the Premises. The provisions of this Paragraph 12 shall not apply to the Tenant Improvements which shall be governed by the provisions set forth in the making of such alteration, improvements and additions Work Letter Agreement attached as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.EXHIBIT D.

Alterations. Tenant Sublessee shall obtain both Sublessor’s and Master Lessor’s prior written consent to the architect and contractor engaged by Sublessee to perform work in or about the Subleased Premises, which consent Sublessor shall not unreasonably withhold. Sublessor agrees that it will shall not charge Sublessee any supervisory fee with respect to any alterations, additions or improvements (collectively, “Alterations”) that Sublessee makes to the Subleased Premises, other than any supervisory fee that Master Lessor charges Sublessor with respect thereto (which charge Sublessee shall pay Sublessor as Additional Rent (as defined below) hereunder). Except as modified by this Section, Sublessee shall strictly comply with all obligations of Section 6 of the Master Lease, as incorporated by reference herein. Notwithstanding anything to the contrary contained in this Sublease, (a) demolish if so required in writing by Master Lessor, Sublessee shall remove all Alterations made by or undertake any structural alterations on behalf of any Sublessee in or to the Subleased Premises (whether or not Sublessor’s consent was required hereunder) at expiration or termination of this Sublease and restore the buildings or other improvements erected upon or otherwise comprising Subleased Premises to the Demised Premisescondition shown on Exhibit B hereto, without the prior written consent of Landlord or ordinary wear and tear and damage caused by Sublessor excepted, all at Sublessee’s sole cost and expense, and (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval Sublessee shall not be unreasonably withheld or delayedrequired to obtain Sublessor’s consent (but shall still be required to obtain Master Lessor’s consent, and, except for removable trade fixtures, shall at once when made or installed be deemed if applicable) to have attached any Alteration to the freehold Subleased Premises if (i) (A) the total cost (including soft costs) for such Alteration does not exceed Twenty Thousand Dollars ($20,000), (B) such Alteration does not affect the foundation, roof or any structural component of the Building, (C) such Alteration does not materially affect the Building’s mechanical, electrical, plumbing or life safety systems, and (D) Sublessee provides Sublessor with not fewer than ten (10) days’ prior written notice of Sublessee’s construction or installation of such Alteration, or (ii) if Master Lessor consents in writing to have become the property of Landlord Alterations in question and shall remain for the benefit of Landlord agrees that it need not be removed at the end of the term of the Master Lease. Sublessee shall furnish to Sublessor copies of all permits and plans and specifications for all Alterations made by or other expiration of this Lease in as good order and condition as they were for Sublessee to the Subleased Premises, whether or not Sublessor’s consent thereto is required hereunder. Sublessee shall pay, when installeddue, reasonable wear and tear exceptedall Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. In the event in the making of such alterationIf any mechanic’s lien is recorded for work claimed to have been done for, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out or on behalf of, or resulting from the undertaking for materials claimed to be furnished to or making for Sublessee, then Sublessee shall, at its expense, immediately discharge such lien, by bond or otherwise, on demand of such alterations, improvements and additionsSublessor.

Alterations. Tenant agrees that it will shall not (a) demolish make or undertake cause to be made any structural alterations of alterations, additions or improvements or install or cause to be installed any of the buildings fixtures, signs, floor coverings, interior or other improvements erected upon exterior lighting, plumbing fixtures, or otherwise comprising the Demised Premisesshades or awnings, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions changes to the Demised Leased Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for without first obtaining Landlord’s 's written approval, which approval shall not be unreasonably withheld withheld. Tenant shall present to the Landlord plans and specifications for such work at the time approval is sought. In the event Landlord consents to the making of any alterations, additions, or delayedimprovements to the Leased Premises by Tenant, andthe same shall be made by Tenant at Tenant's sole cost and expense. All such work with respect to any alterations, additions, and changes shall be done in a good and workmanlike manner and diligently prosecuted to completion such that, except for removable trade fixturesas absolutely necessary during the course of such work, the Leased Premises shall at all times be a complete operating unit. Any such alterations, additions, or changes shall be performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the work or any such alterations, additions, or changes, Tenant shall have the same performed in such a manner as not to obstruct access to any portion of the Building. Any alterations, additions, or improvements to or of the Leased Premises, including, but not limited to, wallcovering, fume hoods, darkroom, paneling, and built-in cabinet work, but excepting movable furniture and equipment, shall at once when made or installed become a part of the realty and shall be deemed to have attached to surrendered with the freehold and to have become the property of Premises, unless Landlord and shall remain for Tenant agree at any time that the benefit of Landlord specific improvement may be removed by Tenant at the end of the term or other expiration of this Lease in as good order and condition as they were when installedTerm provided Tenant restores the premises to its original condition, reasonable wear and tear excepted. In If there is an agreement to allow removal, such items which are the event in subject of agreement shall be listed on Exhibit F which agreement, as may be revised by the making parties from time to time, shall be made a part of such alteration, improvements and additions this Lease. The parties have agreed as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.items 1 through 8 listed on Exhibit F.

Alterations. Subject to the requirements of Article IX below and any insurers providing insurance coverage thereto, Tenant agrees may make, at its sole cost and expense, such alterations, improvements and additions of any kind to the Premises (collectively referred to herein as the “Alterations”) as Tenant deems desirable in the conduct of its business provided that it will not such Alterations: (a) demolish do not reduce, diminish or undertake any structural alterations of any otherwise adversely affect the fair market value or utility of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or any part thereof; (b) make do not reduce, diminish or otherwise adversely affect the useful life of the Premises, or any other alterations which would part thereof; and/or (c) do not change the general character or use of the buildings or other improvements comprising the Demised Premises or which would weakenany part thereof. All alterations, impair improvements, expansions and additions to the Premises, or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to part thereof, shall be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike mannermanner and in compliance with applicable laws, (c) cause ordinances, rules, regulations, codes and requirements and any recorded covenants, conditions or restrictions relating to the same to be performed by qualified contractors who shall not create Premises, or any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premisespart thereof. All alterations, improvements improvements, expansions and additions which are not movable trade fixtures shall be the property of Landlord and shall remain upon and be surrendered with the Premises. To the extent such Alterations involve changes to the Demised Premises permitted structure or systems of the Premises, as reasonably determined by Tenant’s architect or engineer, Tenant shall furnish to be made by Tenant hereunderLandlord, shall be made in accordance with all applicable laws and prior to the commencement of construction, the proposed plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed, andand upon completion of construction, except “as-built” plans and specifications for removable trade fixturessuch Alterations. Landlord shall provide Tenant with its objections, in writing, to Tenant’s proposed plans and specifications within fifteen (15) days after receipt from Tenant. Tenant shall at once when made or installed submit revised plans and specifications until such time as Landlord has approved Tenant’s proposed plans and specifications for such Alterations. If Landlord fails to object, in writing, to Tenant’s proposed plans and specifications within fifteen (15) days after receipt from Tenant, Landlord shall be deemed to have attached to the freehold approved such proposed plans and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsspecifications.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the Borrower shall obtain Lender’s prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted Alterations to be made by Tenant pursuant to this Article Tenany Improvements (each, Tenant shall (a) pay all costsan “Alteration” and collectively, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval“Alterations”), which approval consent shall not be unreasonably withheld or delayed, and, delayed except for removable trade fixtures, shall at once when made or installed with respect to Alterations that would reasonably be deemed expected to have attached a Material Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any Alterations that (i) will not have a Material Adverse Effect and the cost of any individual Alteration project does not exceed $75,000,000 (the “Threshold Amount”), (ii) any Alterations set forth on Schedule 5.1.21 hereto (the “Pre-Approved Alterations”), (iii) Replacements if there are sufficient reserves on deposit in the Replacement Reserve Fund to pay for such obligations, (iv) that are Required Repairs, (v) to address any life safety issues to avoid imminent danger to the freehold and to have become the property health or safety of Landlord and shall remain for the benefit of Landlord Persons at the end Property or the Property, (vi) are required to comply with Legal Requirements which will not have a Material Adverse Effect and are not subject to contracts with an aggregate remaining cost in excess of the term Threshold Amount, or other expiration (vii) Alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Lease Agreement. Lender shall grant or deny any consent required under this Section 5.1.21 within ten Business Days after the receipt of the applicable request and all documents reasonably necessary in as good order and condition as they were when installed, reasonable wear and tear exceptedconnection therewith. In the event that Lender fails to respond within such ten Business Day period and such request was marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the such notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, and Borrower has submitted a second request for consent after such ten (10) Business Day period accompanied by all documents reasonably necessary in connection therewith, which such second notice shall have been marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, then in the making event that Lender shall fail to respond to such second notice within the ten (10) Business Day period, such failure to respond shall be deemed to be the consent and approval of Lender to the requested item, provided, that Lender requesting additional and/or clarified information, in addition to approving or denying any request (in whole or in part), shall be deemed a response by Lender for purposes of the foregoing. If the total unpaid amounts due and payable with respect to any alterations to the Improvements at the Property, in the aggregate, shall at any time exceed the Threshold Amount (excluding (a) such amounts to be paid or reimbursed by Tenants under the Leases, (b) such amounts for Replacements which are reserved and are permitted to be paid or reimbursed from the Replacement Reserve Fund in accordance with the terms hereunder, (c) any amounts for the construction of the New Hotel Tower pursuant to and in accordance with Section 0 hereof and (d) costs incurred in connection with a Restoration of the Property in accordance with the terms hereunder), Borrower shall promptly deliver to Lender (or cause CPLV Tenant to deliver) such excess amount as security for the payment of such alterationamounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (each, improvements an “Alteration Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and additions that, at Lender’s option, the Approved Rating Agencies have provided a Rating Agency Confirmation with respect to or (D) a Letter of Credit, provided that any such Alteration Deposit made by CPLV Tenant in cash shall be made into (i) an account of Lender or (ii) if the funds are being deposited by CPLV Tenant in an account in the name of CPLV Tenant held by an Eligible Institution subject to a security interest in favor of Borrower and assigned to Lender and subject to the control of Lender pursuant to a deposit or securities account control agreement in form and substance reasonably satisfactory to Lender, and such security shall be subject to the terms and conditions of the CPLV Lease SNDA. Subject to Section 0 below and the CPLV Lease SNDA, during the continuance of an Event of Default (other than a CPLV Lease Default so long as herein providedBorrower is proceeding to cure subject to the terms and within the time periods set forth in Section 8.3 hereof), unless the amounts are being contested by CPLV Tenant further agrees pursuant to indemnify contest in good faith and hold harmless Landlord in CPLV Tenant’s prudent business judgment, if amounts are not otherwise paid by CPLV Tenant or Borrower prior to delinquency, upon two (2) Business Days prior notice to CPLV Tenant or Borrower, Lender may apply such security from time to time at the option of Lender to pay for such Alterations. In the event any Alteration constitutes Material Capital Improvements (as defined in the CPLV Lease), Lender shall have the right, at Borrower’s or CPLV Tenant’s cost and against all costsexpense, expenses, liens, claims and damages arising out of, to engage an engineer or resulting from other construction consultant to conduct inspections during the undertaking or making construction of any such alterations, improvements and additionsMaterial Capital Improvements.

Alterations. Tenant agrees shall make no alterations, installations, changes or additions in or to the Premises or the Project (collectively, “Alterations”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld or conditioned. However, for jobs expected to cost in excess of $500,000.00, Landlord may condition its consent on Tenant obtaining a lien and completion bond or some alternate form of security to ensure the lien free completion of such Alteration if such requirement is reasonably justified by the size of the job and Tenant’s then financial condition. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises and other modifications to the Premises that it will do not require a permit (collectively, “Cosmetic Alterations”), without Landlord’s consent, provided that the aggregate cost of any such alterations does not exceed $100,000.00 in any twelve (12) month period (except that such $100,000.00 limit shall not apply to painting or installation of new carpet), and further provided that such alterations do not (ai) demolish or undertake require any structural alterations of or other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the buildings or other improvements erected upon or otherwise comprising the Demised PremisesProject (including, without limitation, the prior written consent of Landlord sprinkler system), or (biii) make any other alterations which would change affect the character exterior appearance of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised PremisesProject. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall give Landlord at least fifteen (a15) pay all costsdays prior notice of such Cosmetic Alterations, expenses and charges thereof, (b) make which notice shall be accompanied by reasonably adequate evidence that such changes meet the same criteria contained in this Section 9(c). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics reasonably approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. If Landlord fails to disapprove a proposed Alteration within ten (10) days after Tenant delivers a written request to approve the same together with plans and specifications as described above, Tenant may send Landlord written notice of such failure and if Landlord still fails to respond within five (5) days after Tenant’s proper delivery of such notice, such Alteration shall be deemed approved by Landlord. Tenant shall at its sole cost and expense obtain all applicable laws necessary approvals and building codes permits pertaining to any Alterations. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance conformance with all applicable laws federal, state, county and plans municipal laws, rules and specifications previously submitted regulations, pursuant to Landlord for a valid building permit, and in conformance with Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold reasonable construction rules and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsregulations.

Alterations. Tenant agrees that it will shall make no alterations, additions or improvements to the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, but subject to the following provisions of this Section, Landlord's consent shall not be required for any alterations, additions or improvements to the Premises during the initial Term which cost less than the Alteration Cost Cap. Alteration Cost Cap means an amount equal to One Dollar and 05/00 (a$1.05) demolish or undertake any structural per rentable square foot of Premises per lease year on a cumulative basis but subject to an aggregate maximum over the initial Term of Five Dollars Twenty-Five Cents ($5.25) per rentable square foot. Any such alterations are subject to all other provisions of any this Section. For example, assuming Tenant continues to occupy all of the buildings or other improvements erected upon or otherwise comprising Building but made no alterations during the Demised Premisesfirst year of the Term, Tenant could make alterations without Landlord's prior written consent during the second year of the Term in an amount up to $114,912.00 (54,720 feet x .1.05 x 2 years). Under this example, Tenant's ability to make further alterations during the remainder of the initial Term without Landlord's consent would be subject to an annual cap of $57,456.00 and an aggregate cap of $172,368.00. Notwithstanding anything to the contrary contained in the preceding sentences of this Section, without the prior written consent of Landlord Landlord, which may be withheld in Landlord's sole and absolute discretion, in no event shall any alteration, addition or improvement: (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (bii) make affect or penetrate any other alterations which would change the character of the buildings structural portions of the Building, including but not limited to the roof, or other improvements comprising (iii) require any material change to the Demised Premises basic floor plan of the Premises, any change to any structural or which would weakenmechanical systems of the Premises, impair or otherwise any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any way affect manner with the structural aspects of integrity proper functioning of or lessen Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the value Building. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to requirements as to the manner, time, and contractor mutually acceptable to Landlord and Tenant for performance of the Demised Premises and/or the buildings and other improvements comprising the Demised Premiseswork. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay obtain all costs, expenses required permits for the work and charges thereof, (b) make shall perform the same work in accordance compliance with all applicable laws laws, regulations and building codes ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of three percent (3%) of the cost of any work which is both in excess of the Alteration Cost Cap, and which requires a good governmental permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and workmanlike if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (cincluding, if required by Landlord, Landlord's contractors) cause as Landlord may reasonably require. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, Any request for Landlord's consent shall be made in accordance with writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalalterations, which approval shall not be unreasonably withheld additions or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached improvements affixed to the freehold Premises (excluding moveable trade fixtures and to have furniture) shall become the property of Landlord and shall remain for be surrendered with the benefit of Landlord Premises at the end of the term Term, except that Landlord may require Tenant to remove by the Expiration Date, or other sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant's request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in this Lease or in any exhibit to this Lease, should Landlord make any alteration or improvement to the Premises for Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. Landlord shall have the right to require Tenant to remove (i) any of the components of the initial Tenant Improvements to the Premises but only if Landlord notifies Tenant that such removal will be required at the time of Landlord's approval of the Preliminary Plan, and (ii) any subsequent alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and unless at the time of providing its consent Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration of the Lease Term. Landlord and Tenant agree that Tenant shall have the right, upon expiration or termination of this Lease Lease, to remove any and all phone systems, furniture, fixtures and other personal property which are not permanently affixed to the Premises or which may be removed without significant change to the Premises (including floor coverings, draperies, and/or removable shelves) that are installed in as good order and condition as they were when installedthe Premises at Tenant's sole expense; provided, however, that Tenant shall, at its sole cost, repair any damage caused by such removal, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.

Alterations. Tenant agrees Other than the construction of the Project, which shall be governed by the provisions of Article III hereof, Borrowers shall obtain Lender’s prior consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that it will not (a) demolish or undertake have a material adverse effect on any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised PremisesBorrower’s financial condition, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or applicable Property or the buildings and other improvements comprising the Demised Premises. With respect to any Net Operating Income, provided that such alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereofare made in connection with tenant improvement work performed pursuant to the terms of any Lease, (b) make do not materially adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the same in accordance with all applicable laws exterior of any building constituting a part of any Improvements and building codes in a good and workmanlike mannerthe aggregate cost thereof does not exceed the Alteration Threshold Amount, or (c) cause the same to be are performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason Restoration of such alterations, not thereby and (e) by reason a Property after the occurrence of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.22, Lender shall have fifteen (15) Business Days from receipt of written request and any and all applicable laws reasonably required information and plans documentation relating thereto in which to approve or disapprove such request and specifications previously submitted such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to Landlord for Landlordapprove or disapprove the request within such fifteen (15) Business Days, Lender’s approval, which approval shall not be unreasonably withheld deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a condition to any required approval. If the total unpaid amounts due and payable with respect to alterations to the Improvements at any Property (other than such amounts to be paid or delayed, and, except for removable trade fixtures, reimbursed by tenants under the Leases) shall at once when made any time exceed the Alteration Threshold Amount, Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrowers’ obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or installed qualification of the then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a Letter of Credit, or (E) a completion and performance bond issued by an Approved Bank. Such security shall be deemed to have attached in an amount equal to the freehold excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and during the continuance of an Event of Default, Lender may apply such security from time to have become the property of Landlord and shall remain for the benefit of Landlord time at the end option of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees Lender to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of pay for such alterations, improvements and additions.

Alterations. Tenant agrees that it will not (a) demolish or undertake any shall be permitted to make, at its sole cost and expense, non-structural alterations of any and additions to the interior of the buildings Premises without obtaining Landlord’s prior written consent, provided said alterations are not part of Tenant’s Wi-Fi Network (defined hereinbelow), do not affect the Building systems or require any permit or roof penetration and the cost of such alterations does not exceed Twenty-Five Thousand Dollars ($25,000) each job and Twenty-Five Thousand Dollars ($25,000) cumulatively each calendar year (the “Permitted Improvements”). Tenant, however, shall first notify Landlord of such Permitted Improvements so that Landlord may post a Notice of Non-Responsibility on the Premises. Except for the Permitted Improvements, Tenant shall neither install any signs, fixtures, or improvements, nor make or permit any other improvements erected upon alterations or otherwise comprising additions (individually, an “Alteration”, and collectively, “Alterations”) to the Demised Premises, Premises without the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld so long as any such Alteration does not affect the Building systems, structural integrity or (b) make any other alterations which would change the character structural components of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in Building. If any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations such Alteration is expressly permitted to be made by Tenant pursuant to this Article TenLandlord, Tenant shall deliver at least ten (a10) pay days prior written notice to Landlord, from the date Tenant commences construction, sufficient to enable Landlord to post and record a Notice of Non-Responsibility. Tenant shall obtain all costs, expenses permits or other governmental approvals prior to commencing any work and charges thereof, deliver a copy of same to Landlord. All Alterations shall be (bi) make the same at Tenant’s sole cost and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and shall be installed by a licensed, insured (and bonded, at Landlord’s option) contractor (reasonably approved by Landlord) in compliance with all applicable laws Laws, Development Documents, Recorded Matters, and building codes Rules and Regulations and (ii) performed in a good and workmanlike mannermanner and so as not to obstruct access to any portion of the Project or any business of Landlord or any other tenant. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall neither create nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any Laws. As Additional Rent, Tenant shall reimburse Landlord, within ten (10) days after demand, for actual legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant’s Alterations, plus Tenant shall pay to Landlord an administration fee equal to four percent (4%) of the total cost of the Alterations (provided, for Alterations not requiring permits or roof penetrations, such administration fee shall not exceed $500). If Tenant makes any Alterations, Tenant shall carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require. All such Alterations shall be insured by Tenant in accordance with Section 12 of this Lease immediately upon completion. Tenant shall keep the Premises and the Lot on which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to commencing any Alterations, (ca) cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and (b) provide such assurances to Landlord, including without limitation, waivers of lien, surety company performance bonds as Landlord shall require to assure payment of the same costs thereof to be performed by qualified contractors who shall not create any labor or other disturbance at protect Landlord and the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord Project from and against any mechanic’s, materialmen’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.

Alterations. Tenant agrees that it will not (a) demolish shall make no structural alterations, additions or undertake any structural alterations of any of improvements to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Premises without the express prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval consent shall not be unreasonably withheld or delayed, andexcept that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, except for removable trade fixtures, such alteration shall at once when made or installed be deemed to have attached been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the freehold Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have become the property right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of under this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsLease.

Alterations. Tenant agrees that it will shall not (a) demolish make or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted suffer to be made by Tenant pursuant any alterations, additions, or improvements to this Article Tenor of the Premises or any part thereof without Landlord’s prior written consent, Tenant shall (a) pay all costswhich Landlord may withhold in its sole discretion, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who except that Landlord’s consent shall not create any labor or other disturbance at be required for non-structural alterations costing less than fifty thousand dollars ($50,000.00) that are not visible from the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value exterior of the Demised Premises. All alterations, additions, and improvements and additions to the Demised Premises, including but not limited to floor coverings, wall coverings, window coverings, paneling, and built-in cabinet work, but excluding movable furniture, trade fixtures, and other unattached personal property, shall on the expiration of the Term become a part of the realty and belong to Landlord, and shall be surrendered with the Premises permitted whether or not installed with Landlord’s consent. Notwithstanding the foregoing, Tenant shall, at its sole cost and expense, remove any alterations, additions, or improvements designated for removal by Landlord upon written notice given to Tenant within thirty (30) days after the termination of this Agreement. If Tenant receives any such designation at least ten (10) days before the termination of this Agreement, the removal shall be completed prior to termination. Otherwise the removal shall be completed within ten (10) days after Tenant’s receipt of Landlord’s designation. Tenant shall repair any damage to the Premises caused in connection with the removal of any items pursuant to this Article and restore all damaged areas to a condition consistent with the surrounding finish. Landlord’s consent to any alterations, additions, or improvements, when given, shall be deemed to be conditioned upon Tenant acquiring any governmental approvals or permits which may be required, all at Tenant’s sole cost and expense. All alterations, additions, and improvements shall be made by Tenant hereunder, shall be made at Tenant’s sole cost and expense by licensed contractors and in accordance compliance with all applicable laws and plans regulations. If requested by Landlord, Tenant shall provide a Payment and specifications previously submitted Performance Bond for Landlord Approved Construction over One Hundred Thousand Dollars ($100,000). Each contractor must first be approved in writing by Landlord. Tenant shall cause its contractors to submit to Landlord prior to entering the Premises certificates and endorsements evidencing liability insurance meeting the requirements for Tenant’s commercial generally liability policy set forth in Article 10 hereof and workers compensation and employer’s liability coverage as required by law. Each commercial general liability policy shall name as additional insureds Landlord, Landlord’s approvalproperty manager, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsLandlord’s Mortgagees.

Alterations. After completion of the Tenant’s Improvements pursuant to the terms of the Work Letter, Tenant agrees shall not make any changes, additions, alterations, improvements or additions (collectively, “Alterations”) to the Leased Premises or attach or affix any articles thereto without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, except for non-structural interior alterations that it will (i) do not exceed [***] in cost; (ii) are not visible from the outside of the Building; and (iii) do not alter or penetrate the floor slab or the roof membrane. Landlord may require Tenant to provide demolition and/or lien and completion bonds in form and amount satisfactory to Landlord. Tenant shall promptly remove any Tenant’s Alterations constructed in violation of this Section 9 upon Landlord’s written request. Prior to making any Alteration that requires Landlord’s prior written consent, Tenant shall send Landlord a written notice, pursuant to the terms of Section 23 below, together with all plans for such Alterations reasonably required by Landlord, requesting Landlord’s approval of such plans (each a “Tenant Alteration Request”). If Landlord fails to respond to Tenant’s Alteration Request within fifteen (15) business days after Landlord’s receipt of such Tenant Alteration Request, then Landlord shall be deemed to have agreed to permit Tenant to make such Alterations described in Tenant’s Alteration Request. All Alterations shall be done only by Landlord or contractors or mechanics reasonably approved by Landlord, and shall be subject to all other terms and conditions described in this Section 9 and done at Tenant’s sole expense. Any mechanics or materialman’s lien for which Landlord has received a notice of intent to file or which has been filed against the Leased Premises, Building or Common Areas arising out of work done for, or materials furnished to or on behalf of Tenant, its contractors or subcontractors shall be discharged, bonded over, or otherwise satisfied by Tenant within ten (10) calendar days following the earlier of the date Landlord receives (a) demolish or undertake any structural alterations notice of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord intent to file a lien or (b) make any other alterations which would change notice that the character of the buildings or other improvements comprising the Demised Premises or which would weakenlien has been filed. If Tenant fails to discharge, impair bond over, or otherwise in satisfy any way affect such lien, Landlord may do so at Tenant’s expense, and the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made amount expended by Tenant pursuant to this Article TenLandlord, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunderincluding reasonable attorneys’ fees, shall be paid by Tenant within ten (10) calendar days following Tenant’s receipt of a xxxx from Landlord. All Alterations, whether temporary or permanent in character, made by Landlord or Tenant in accordance with all applicable laws and plans and specifications previously submitted to Landlord for or upon the Leased Premises shall become Landlord’s approvalproperty and shall remain upon the Leased Premises at the termination of this Lease by lapse of time or otherwise, which approval shall not be unreasonably withheld or delayedwithout compensation to Tenant (excepting only the following defined “Tenant’s Property”: Tenant’s movable office furniture, andmachinery and tooling (regardless of whether attached to the Building), except for removable trade fixtures, shall at once when made or installed be deemed to have office and professional equipment (regardless of whether attached to the freehold Building), and to have become the property of Landlord and shall remain any network-powered broadband, communication and/or coaxial cables installed by or for the benefit of Tenant, hereunder “cabling”). All of Tenant’s Property and, notwithstanding the foregoing, at Landlord’s election, any such other alteration, improvement, or addition made by Tenant which is designated for Tenant’s removal pursuant to a written notice thereof from Landlord shall, at Tenant’s sole cost be removed upon the end of the term or other expiration termination of this Lease in Lease. Tenant shall also, at Tenant’s sole cost, repair any damage caused to the Leased Premises or the Building as good order a result of any such removal and restore the Leased Premises to its condition as they were when installedprior to the installation of Tenant’s Property or any other such other alteration, improvement or addition, reasonable wear and tear excepted. In the event Tenant fails to perform the repairs required hereunder, Landlord shall be entitled to perform the same and recover from Tenant all costs and expenses thereof, including attorney fees. In the event that Landlord incurs any expenses in the making removal of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out oftrash, or resulting from the undertaking cleaning of elevators, public corridors, or making loading areas as a result of such alterationsTenant’s contractors’ work, improvements and additionsthen Tenant agrees it shall reimburse Landlord within ten (10) calendar days of the date of billing.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the Borrower shall obtain Lender's prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalconsent, which approval consent shall not be unreasonably withheld or delayed, andto any alterations to the Improvements, except the cost of which is reasonably anticipated to exceed $1,000,000 (the "THRESHOLD AMOUNT") or that will have a material adverse effect on Borrower's financial condition, the use, operation or value of the Trust Property or the net operating income with respect to the Trust Property, other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease executed after the date hereof and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements (it being understood that the foregoing provision shall not require Lender's consent to Tenants' exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Deed of Trust) or (c) alterations performed in connection with the restoration of the Trust Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Deed of Trust. If Lender fails to respond to a request for removable trade fixturesconsent under this paragraph 7 within ten (10) Business Days of receipt thereof, such consent shall at once when made be deemed granted, provided that such request shall have been accompanied by all information requested by Lender or installed reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender's consent shall be deemed to have attached been granted. If Lender refuses to grant such consent, Lender shall specify in writing the freehold and to have become the property of Landlord and shall remain reasons for the benefit of Landlord at the end such refusal. Any approval by Lender of the term plans, specifications or working drawings for alterations of the Trust Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a certificate of compliance with applicable laws from an independent architect, engineer, or other expiration of this Lease in as good order person reasonably acceptable to Lender. If the total unpaid amounts due and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.payable with

Alterations. Tenant agrees that it will shall not (a) demolish make or undertake allow to be made any structural alterations of any of alterations, additions or improvements to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, either at the inception of this Lease or subsequently during the Term, except as permitted pursuant to Section 8.04 below, without obtaining the prior written consent of Landlord. Landlord shall not unreasonably withhold or (b) make delay its consent to any other alterations which would change alterations, additions or improvements to the character interior of the buildings Premises proposed by Tenant, except to the extent such alterations, additions or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way (i) affect the structural aspects of integrity of or lessen the value elements of the Demised Building; (ii) affect the electrical, mechanical or plumbing systems of the Building; (ii) are visible from outside the Building or (iii) affect the improvements to the Premises and/or the buildings constructed by Landlord. Tenant shall deliver to Landlord full and other improvements comprising the Demised Premises. With respect to any alterations permitted to complete plans and specifications of all such alterations, additions or improvements, and no such work shall be made commenced by Tenant pursuant to this Article Tenuntil Landlord has given its written approval thereof. Landlord does not expressly or implicitly covenant or warrant that any plans or specifications submitted by Tenant are safe or that the same comply with any applicable laws, lawful ordinances, etc. Further, Tenant shall (a) pay all indemnify and hold Landlord harmless from any loss, cost or expense, including attorneys’ fees and costs, expenses incurred by Landlord as a result of any defects in design, materials or workmanship resulting from Tenant’s alterations, additions or improvements to the Premises. All repairs, alterations, additions, and charges thereof, (b) make the same restoration by Tenant hereinafter required or permitted shall be done in accordance a good and workmanlike manner and in compliance with all applicable laws and building codes in a good lawful ordinances, by-laws, regulations and workmanlike mannerorders of any federal, (c) cause state, county, municipal or other public authority and of the same insurers of the Building. Tenant shall not permit liens of any kind to be performed by qualified contractors who imposed upon the Premises or Building and Tenant shall not create discharge of record any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s such liens or other liens post adequate security or claims in connection with the making thereof and bond within five (e5) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premisesdays after written notice thereof. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to reimburse Landlord for Landlord’s approvalreasonable charges for Verus Lease v06 -20- February 2, which approval 2005 (8:51 pm) reviewing and approving or disapproving plans and specifications for any alterations proposed by Tenant, and as a deposit against such obligation Tenant shall submit to Landlord with each request to make any alteration, additions or improvements to the Premises a deposit of Five Hundred Dollars ($500). Landlord shall refund all or any part of such deposit not actually expended or incurred by Landlord for reviewing and approving or disapproving Tenant’s plans as permitted herein. Tenant shall also reimburse Landlord for the costs of any increased insurance premiums incurred by Landlord to include such alterations in the Landlord’s all risk insurance coverage requirements set forth in Section 5.01; provided, however, that Landlord shall be required to include the Tenant’s alterations under Landlord’s all risk insurance only to the extent such insurance is actually obtained by Landlord and such alterations are insurable under Landlord’s insurance. If such Tenant alterations are not or cannot be unreasonably withheld included in the coverage of Landlord’s insurance, Tenant shall insure the alterations under Tenant’s all risk insurance policy or delayedpolicies as set forth in Section 5.01. Tenant shall require that any contractors used by Tenant carry a comprehensive liability insurance policy covering bodily injury in the amounts of Two Million Dollars ($2,000,000) per person and Two Million Dollars ($2,000,000) per occurrence and covering property damage in the amount of Two Million Dollars ($2,000,000) per occurrence. Tenant shall obtain, andon behalf of Tenant and at Tenant’s sole cost and expense, except for removable trade fixturesbefore proceeding with any alteration the cost of which exceeds Five Thousand Dollars ($5,000) a completion and lien indemnity bond, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installedsurety, reasonable wear and tear exceptedreasonably satisfactory to Landlord for such alteration. In the event in the making Landlord may require proof of such alteration, improvements and additions as herein provided, Tenant further agrees insurance prior to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from commencement of any work on the undertaking or making of such alterations, improvements and additionsPremises.

Alterations. Tenant agrees that it will shall not (a) demolish permit alterations in or undertake any structural to the Leased Premises unless and until the plans and the contractor have been approved by Landlord in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of any this Lease; otherwise, all such alterations shall at Landlord's option become a part of the buildings or other improvements erected upon or otherwise comprising realty and the Demised Premisesproperty of Landlord, without and shall not be removed by Tenant. In the prior written event Landlord's consent is required for an alteration, Landlord will notify Tenant at the time it gives consent whether the alteration must be removed at the termination of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesthis Lease. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay ensure that all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, alterations shall be made in accordance with all applicable laws laws, regulations and plans building codes, in a good and specifications previously submitted workmanlike manner and of quality equal to or better than the original construction of the Building. Upon completion of the work, Tenant shall provide lien waivers from the subcontractors or a final affidavit of lien waiver from the general contractor, and such lien waiver shall be in a form acceptable to Landlord.) No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed work claimed to have attached to the freehold and been done for or material claimed to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein providedbeen furnished to Tenant, Tenant further agrees shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify and hold harmless Landlord from and against all costs, expenseslosses, liens, claims expenses and damages arising out of, attorneys' fees in connection with any construction or resulting from the undertaking or making of such alterations, improvements alteration and additionsany related lien.

Alterations. Tenant agrees that it will not shall make no alterations, additions or improvements to the Premises (awhether structural or non-structural) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the Landlord's prior written consent, which consent of Landlord may be withheld for any reason. If any alteration, addition or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be improvement is made by Tenant pursuant without such consent, Landlord shall have the right to this Article Tenrequire Tenant to remove the same at any time during the Term. If Tenant shall request Landlord's consent for any alterations, additions or improvements, then Tenant shall submit detailed plans, specifications and an itemized budget for making such alterations, additions or improvements. Landlord may impose any conditions to any consent as Landlord shall in its discretion deem to be necessary or advisable, including without limitation the hours when work may be performed. Any approved alteration, addition or improvement shall be made only by contractors or mechanics approved by Landlord. Tenant shall provide Landlord with as-built plans and specifications for any alterations, additions or improvements. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations, permits and requirements of any insurance rating bureau used by insurers selected to carry Landlord's insurance, and of any similar body. Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use on the Premises, which claims are or may be secured by any mechanics or materialmen's lien against the Premises or any interest therein. If Tenant shall, in good faith, contest the validity of any such lien, claim or demand, then Tenant shall, at its sole expense defend and protect itself, Landlord, and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Landlord or the Premises. In addition, Landlord may require Tenant to pay Landlord's attorneys' fees and costs in participating in such action if Landlord shall decide it is to its best interest to do so. Before commencing any work, Tenant shall give Landlord at least ten (a10) pay all costs, expenses and charges thereof, (b) make days written notice of the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason proposed commencement of such alterationswork and shall, not thereby if required by Landlord, secure at Tenant's own cost and (e) by reason of such alterationsexpense, not thereby reduce the economic value of the Demised Premises. All alterations, improvements a completion and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted lien indemnity bond satisfactory to Landlord for said work and such other comprehensive general public liability insurance, builders risk insurance, and other such insurance coverages so as to protect the insurable interests of Landlord’s approval, which approval shall not Tenant, contractors and subcontractors in amounts and on forms as may be unreasonably withheld or delayedrequested by Landlord. Landlord may enter upon the Premises, andin such case, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit purpose of Landlord at the end posting appropriate notices, including, but not limited to, notices of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsnon-responsibility.

Alterations. Tenant agrees that it will shall not (a) demolish permit alterations in or undertake any structural to the Leased Premises unless and until the plans and the contractor have been approved by Landlord in writing. As a condition of Landlord’s approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of any this Lease provided Landlord notifies Tenant of such removal requirement in writing at the time such alteration is approved; otherwise, all such alterations shall at Landlord’s option become a part of the buildings or other improvements erected upon or otherwise comprising realty and the Demised Premisesproperty of Landlord, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesshall not be removed by Tenant. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay ensure that all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, alterations shall be made in accordance with all applicable laws laws, regulations and plans building codes, in a good and specifications previously submitted workmanlike manner and of quality equal to Landlord for or better than the original construction of the Building, and that its contractors comply with the terms and conditions of Landlord’s approvalBuilding Contractor Guidelines (which Landlord agrees to furnish to Tenant upon request). Upon completion of the work, which approval Tenant shall not provide lien waivers from the subcontractors or a final affidavit of lien waiver from the general contractor, and such lien waiver shall be unreasonably withheld in a form acceptable to Landlord. No person shall be entitled to any lien derived through or delayedunder Tenant for any labor or material furnished to the Leased Premises, and, except and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for removable trade fixtures, shall at once when made or installed be deemed work claimed to have attached to the freehold and been done for or material claimed to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein providedbeen furnished to Tenant, Tenant further agrees shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify and hold harmless Landlord from and against all costs, expenseslosses, liens, claims expenses and damages arising out of, attorneys’ fees in connection with any construction or resulting from the undertaking or making of such alterations, improvements alteration and additionsany related lien.

Alterations. Tenant agrees that it will not 8.01 (a) demolish Subject to the further provisions of this Section 8.01(a), Tenant shall make no changes or undertake any structural alterations of any of in or to the buildings or other improvements erected upon or otherwise comprising the Demised PremisesPremises (collectively, “Alterations”), without the prior written consent of Landlord; provided, however, that Landlord agrees not to unreasonably withhold, condition or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same delay its consent in accordance with all applicable laws and building codes the procedure set forth in a good and workmanlike mannerSection 8.02 below to Alterations that (1) do not affect the Building’s exterior (including the exterior appearance of the Building), (c2) cause do not adversely affect the same usage or the proper functioning of any Building Systems, (3) are non-structural, (4) do not affect the Certificate of Occupancy covering the Building and/or Premises, and (5) do not adversely affect any service required to be furnished by Landlord to any other tenant or occupant of the Building (collectively, “Non-Material Alterations”). Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to Alterations which (i) are merely cosmetic or decorative in nature and (ii) are reasonably estimated to cost less than One Hundred Thousand Dollars ($100,000) for each project (a “Non-Consent Alteration”). All Alterations shall be performed in such manner and time, and with such materials, as are approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed, subject to the other provisions of this Article 8. Tenant may employ architects, contractors, subcontractors and engineering firms of Tenant’s choice to design and construct Alterations, subject to Landlord’s reasonable approval, such approval not to be unreasonably withheld, conditioned or delayed, subject to the other provisions of this Article 8, and so long as such contractors employ union labor with the proper jurisdictional qualifications; provided, that (i) all work to the Building’s life safety systems (including tie-ins to such systems) shall be performed by qualified contractors who Landlord’s designated contractor provided that the rates charged by such contractor to Tenant are commercially reasonable, (ii) Tenant shall not create any labor or other disturbance utilize Landlord’s designated expeditor provided that the rates charged by such expeditor to Tenant are commercially reasonable, and (iii) Tenant shall utilize and/or consult with Landlord’s consulting engineer for coordination of plan review provided that the rates charged by such engineer to Tenant are commercially reasonable. All Alterations to the Premises, including air-conditioning equipment and duct work, except movable office furniture and trade equipment installed at the Demised expense of Tenant, shall, unless same constitute Specialty Alterations for which Tenant has been directed to remove from the Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalSection 8.01(b) hereof, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord Landlord, and shall remain for be surrendered with the benefit of Landlord Premises, at the end expiration or sooner termination of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsTerm.

Alterations. Tenant agrees that it will not (a) demolish Provided that no Lease Event of Default has occurred and is continuing, at any time and from time to time, Lessee, at its sole cost and expense, may make (1) non-structural Alterations to the Property; and (2) structural Alterations to the Property costing less than $1,000,000 (the “Threshold Amount”) without notice or undertake any consent, and structural alterations of any Alterations in an amount at or above the Threshold Amount after giving prior written notice to Lessor, the Servicer, the Indenture Trustee and the Surety, and obtaining Lessor’s, the Servicer’s (acting on behalf of the buildings or other improvements erected upon or otherwise comprising Indenture Trustee) and the Demised Premises, without the Surety’s prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalconsent, which approval shall not be unreasonably withheld withheld, conditioned or delayed; provided that no Alteration (whether consent is necessary or not) shall (i) impair in any material respect the utility, andremaining useful life, except for removable trade fixturesor current or residual fair market value of the Property, shall at once when made in each case assuming that the Improvements are then being operated and maintained in accordance with this Article 8, (ii) cause the Property to be characterized as “limited use property” (as described in Section 5.02 of Revenue Procedure 2001-28), (iii) remove any Nonseverable equipment now or installed be deemed hereafter on the Property (unless to have attached replace it with similar equipment), (iv) increase in any material respect the risk of liability to the freehold Lessor or the Indenture Trustee under any Environmental Laws, or (v) materially and to have become permanently reduce the property of Landlord and shall remain for the benefit of Landlord at the end usable square footage of the term Improvements, or would materially weaken, temporarily (other expiration than during construction or repair of the structure) or permanently, the structure of the Improvements or any part thereof, or reduce the permitted uses thereof under applicable zoning or land use laws so as to materially reduce the current or residual fair market value of the Property. Any Alterations not expressly permitted hereunder shall require Lessor’s, the Indenture Trustee’s and the Surety’s consent, not to be unreasonably withheld, conditioned or delayed. The foregoing Threshold Amount shall be increased on every annual anniversary date of the Closing Date in the same proportion that the CPI increases over such annual period. Notwithstanding the requirements for notice and consent set forth above, Lessee may, in good faith, make any repairs (structural or non-structural) required by virtue of an emergency, without satisfying any otherwise applicable notice and/or consent requirement, provided Lessee notifies Lessor of such repair (to the extent otherwise required) as promptly as is reasonably practical, after the emergency and obtains Lessor’s, the Servicer’s (acting on behalf of the Indenture Trustee) and the Surety’s approval thereof (if consent would otherwise have been required) in the manner required in Section 8.3(c) below, to the repairs made, and otherwise satisfies the provisions of this Section 8.3, all as promptly as practicable. Lessor shall approve any work already performed or being performed unless such work either violates the terms of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsviolates Applicable Law.

Alterations. Tenant agrees that it will not (a) demolish Subtenant shall not make any alterations in or undertake any structural alterations of any of to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Premises without the prior written consent of Sublandlord (which consent Sublandlord shall not unreasonably withhold), and the Prime Landlord or (bto the extent required by the Prime Lease) make any other alterations which would change in each instance, and without complying with the character provisions of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised PremisesPrime Lease. With respect Sublandlord shall request Prime Landlord’s consent to any such alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanicSubtenant promptly upon Subtenant’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear exceptedrequest. In the event Sublandlord fails to respond to any request for alterations made by Subtenant in writing (“Original Alterations Notice”) within fifteen (15) business days after Sublandlord’s receipt of such request, then Subtenant may resubmit such request in writing to Sublandlord with a notice set forth at the top of its request for approval, containing a legend in 14 point bold type which states in bold and all-capital letters: “URGENT NOTICE OF WAIVER OF RIGHTS BY SUBLANDLORD,” and the content of such notice identifies this Section and Article 6 of the of the Prime Lease and further states in bold and all capital letters: “IF SUBLANDLORD FAILS TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER SUBLANDLORD’S RECEIPT OF SAME, THEN SUBLANDLORD’S CONSENT TO THE PROPOSED ALTERATIONS SHALL BE DEEMED TO HAVE BEEN GIVEN” (“Second Alterations Notice”). In the event Sublandlord receives a Second Alterations Notice, and if Sublandlord fails to respond thereto within such three (3) business day period, then Sublandlord’s consent solely to the alterations set forth in the making of Second Alterations Notice (if and only if such alterationalterations have not been amended or modified in any way from those set forth in the Original Alterations Notice), improvements and additions as herein providedshall automatically deemed to have been given. Nothing contained in the foregoing to the contrary shall in any way release Subtenant from the obligation to procure the Prime Landlord’s consent to any alterations, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out ofnor shall Sublandlord’s approval, or resulting from deemed approval, of any alterations constitute Prime Landlord’s consent to same, nor otherwise bind Prime Landlord in any way. Similarly, Prime Landlord’s consent to any alterations shall in no way constitute Sublandlord’s consent to same, nor, in way, bind Sublandlord. Prime Landlord’s required response to a request for its approval of any alterations shall be pursuant to the undertaking or making terms of such alterationsthe Prime Lease, improvements and additionsSublandlord shall have no liability to Subtenant for Prime Landlord’s failure to comply with the terms thereof.

Alterations. Tenant Landlord agrees that it will not to install at Landlord’s cost and expense, the improvements described in EXHIBIT C attached hereto (athe “Improvements”), all of which shall be and remain the property of Landlord. Landlord shall perform such work diligently in a good and workmanlike manner in substantial conformance with the plans and specifications attached as EXHIBIT C (including the drawings, schedules, specifications and AutoCAD Files referenced therein) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premisesapproved by Tenant, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws governmental laws, rules, regulations and building codes other requirements. Landlord will apply for and obtain all permits, licenses and certificates necessary for installation of the Improvement described in a good EXHIBIT C. All other improvements, alterations, additions, partitions, fixtures, removals and workmanlike manner, restoration to the Leased Premises (cthe “Tenant’s Improvements”) cause the same to shall be performed by qualified contractors who shall not create any labor or other disturbance installed at the Demised Premises while performing samecost and expense of Tenant (which cost shall be payable on demand as Rent to Landlord), (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of but only if such improvements, alterations, not thereby and partitions, fixtures, removals and/or restorations are: (ei) approved in advance by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made Landlord in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalwriting, which approval shall not be unreasonably withheld withheld, conditioned or delayed; (ii) made in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord; (iii) performed in accordance with and in compliance with all governmental laws, andordinances, except for removable trade fixtures, shall at once when rules and regulations; (iv) made or installed performed only by Landlord or by contractors and subcontractors approved in writing by Landlord (which approval shall not be unreasonably withheld); and (v) performed in a good workmanlike manner and diligently prosecuted and so as not to damage the structure or structural qualities of the Building. Notwithstanding the foregoing, Tenant shall have the right, upon prior written notice to Landlord but without Landlord’s consent, to make any Tenant’s Improvements to the Leased Premises which do not affect the structure and the mechanical, electrical, plumbing and life safety systems of the Building and do not exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00) in aggregate in any consecutive twelve (12) month period. All Tenant’s Improvements shall be and remain the property of Tenant during the Term of this Lease, provided, however, that, unless Landlord otherwise elects as hereinafter provided, all said Tenant’s Improvements shall, upon the expiration or termination of this Lease, or the earlier vacation of the Leased Premises, become and be deemed to have attached to the freehold and to have become be the property of Landlord and title thereto shall remain for pass to Landlord under this Lease as by a xxxx of sale without further act or deed on the benefit part of Tenant and Tenant shall, at Landlord’s request, promptly execute and deliver such bills of sale or other documents or instruments as Landlord at may deem necessary or desirable to evidence the end foregoing. Notwithstanding anything to the contrary contained in the foregoing, Tenant shall remove all Tenant’s Improvements (and any wiring and cabling or similar improvements installed by Tenant as part of the term initial Improvements or other as part of the initial Tenant’s Improvements) and restore the Leased Premises to its condition prior to the installation or construction thereof by the date of expiration of this Lease or in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event of the earlier vacation of the Leased Premises or termination of this Lease, unless, at the time of Landlord’s approval, or if Landlord’s approval is not required, at the time of original installation, Landlord agreed in writing that such removal was not required. Tenant shall, prior to any such construction or work, provide such assurances to Landlord, including but not limited to, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall require to assure payment of the making of such alterationcosts thereof and to protect Landlord against any loss from any mechanics’, improvements laborers’, materialmen’s or other liens. Tenant hereby indemnifies and additions as herein provided, Tenant further agrees to indemnify and hold saves Landlord harmless Landlord from and against any and all costsloss, expensesliability, liensdamage, claims penalty, cost, expense or fee (including, without limitation, court costs and damages arising out ofreasonable attorneys’ fees) incurred by or asserted against Landlord as a result of the existence or threat of any lien against the Building, Leased Premises or Property. At Landlord’s request, Tenant will notify any contractors, subcontractors and materialmen performing work on, or resulting from supplying materials for, the undertaking or making Leased Premises that Tenant is not acting as the agent of Landlord in connection with any such alterations, improvements and additionswork and/or shall post signs on the Leased Premises to that effect. All risk of loss with respect to the Tenant’s Improvements during the Term hereof shall be the sole responsibility of Tenant.

Alterations. No alteration, addition, improvement, or other change in or to the Leased Premises (hereinafter an “Alteration”) shall be made by Tenant agrees that it will not except under the following circumstances: (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, no Alteration shall be made without the prior written consent of Landlord or to the specific Alteration, except usual nonstructural interior alterations that are wholly within the Leased Premises and that do not adversely affect any Building systems; (b) make no Alteration shall be commenced until Tenant has first obtained and paid for all required permits and authorizations of all governmental authorities having jurisdiction; (c) any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to Alteration shall be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses promptly and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike mannermanner and in compliance with all laws, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing sameordinances, regulations, and requirements of all governmental authorities; (d) the cost of any such Alteration shall be paid in cash or its equivalent, so that the Leased Premises shall at all times be free of liens and claims for work, labor, or materials supplied or claimed to have been supplied to the Leased Premises and, if Landlord at any time so requests, no Alteration shall commence or proceed unless Tenant gives evidence reasonably satisfactory to Landlord that such Alteration will be fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof paid for upon completion; and (e) by reason of such alterations, not thereby any Alteration shall immediately become and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become remain the property of Landlord. Landlord shall have the right at its option to require Tenant to remove any Alteration and shall remain for to restore the benefit of Leased Premises to the same condition as before the Alteration was made, so long as Landlord has expressly stated such removal requirement at the end time of Landlord’s consent to the term or other expiration construction of such Alteration. Notwithstanding the foregoing, Landlord hereby states that all Tenant Improvements are permitted to remain in the Leased Premises, without any removal obligation of Tenant, upon termination of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionslease.

Alterations. Tenant agrees that it will Sublessee shall not make or have made on its behalf any alterations or improvements to the Subleased Premises (a“Sublessee Improvements”) demolish or undertake any structural alterations of any except in accordance with the requirements of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without Prime Lease and Prime Sublease with the prior written consent and approval of Sublessor, such consent not to be unreasonably withheld, conditioned, or delayed provided such alternations or improvements are consistent with existing Subleased Premised space design and incorporates building standard materials and, to the extent such consents and approvals are required under the Prime Lease and Prime Sublease, the prior written consent and approval of Landlord or and E&Y, respectively (bthe “Approved Alterations”). Such Sublessee Improvements shall be completed in accordance with a schedule and plans and specifications submitted to and approved by the Landlord, E&Y and Sublessor. Provided Sublessee is not in default of its obligations under this Sublease, Sublessee shall have the right to an allowance for Sublessee Improvements that comply with the terms hereof in the amount of Sixty-Three Thousand, Five Hundred Sixty Dollars and 00/100 ($63,560.00) make any other alterations which would change Dollars (the character “Allowance”). Sublessor shall, within forty five (45) days after Sublessee presents a request for reimbursement under this Allowance, reimburse Sublessee for the costs of the buildings or other improvements comprising Approved Alterations up to the Demised Premises or which would weakenamount of the Allowance, impair or otherwise provided Sublessee first delivers to Sublessor all of the following: (i) copies of invoices for such Approved Alterations, (ii) executed lien waivers from all contractors and subcontractors who performed work in connection with said invoices, and (iii) updated “as-built” AutoCAD files. Upon execution of this Sublease, Sublessor shall provide Sublessee with any files and/or plans in Sublessor’s possession pertaining to the Subleased Premises, it being understood that Sublessor’s delivery of such files and/or plans to Sublessee shall not in any way affect be deemed a warranty or representation about the structural aspects accuracy thereof Sublessee shall be permitted to use any reputable architect, engineer, contractor or subcontractor to perform the Approved Alterations, provided Landlord and E&Y consent to Sublessee’s use of integrity such party. The Allowance shall apply to all Approved Alterations, as well as the cost of or lessen shampooing carpet and cleaning vinyl flooring throughout the value Subleased Premises, painting walls, computer wiring, electrical and lighting work, space re-design (including conference room) and furniture re-configuration (e.g. workstations) due to the construction of the Demised Premises and/or the buildings demising wall and other improvements comprising furnishings of the Demised Subleased Premises in connection with Sublessee’s intended use of the Subleased Premises. With respect to Sublessee shall reimburse Sublessor for (i) any alterations permitted to be made costs charged by Tenant pursuant to this Article Ten, Tenant shall the Landlord and E&Y for (aA) pay all costs, expenses their review of any schedule and charges thereof, plans and specifications setting forth such Approved Alterations or (bB) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims otherwise in connection with the making thereof Approved Alterations and (eii) by reason fees for the review or approval of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws any schedule and plans and specifications previously submitted to Landlord for Landlord’s approvalfuture Alterations. Sublessee hereby indemnifies and holds harmless Sublessor against any loss, which approval shall not be unreasonably withheld liability, cost, damage or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages claim arising out ofof or relating to any Sublessee Improvements, whether or resulting from the undertaking or making of such alterations, improvements and additionsnot approved by Sublessor.

Alterations. After the Commencement Date, Tenant agrees that it will shall not (a) demolish make or undertake permit any structural alterations of any of Alterations in, on or about the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Landlord’s consent shall not be required for any nonstructural Alterations to the interior of the Building that do not exceed Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00) in cost per year and do not affect the roof of the Building or the Building Systems, so long as Tenant provides Landlord or with prior notice of any such Alterations (b) “Permitted Alterations”). If Tenant desires to make any Alterations to the Premises other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenthan Permitted Alterations, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make submit the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and proposed plans and specifications previously submitted for such Alterations to Landlord for Landlord’s review and approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed. If Landlord fails to notify Tenant in writing of Landlord’s approval or disapproval of any Alterations shown on such plans and specifications within ten (10) business days after Landlord’s receipt of such documents from Tenant, and, except for removable trade fixtures, then Landlord shall at once when made or installed be deemed to have attached approved such Alterations. Tenant shall complete any Alterations to the freehold Premises at Tenant’s sole expense, in compliance with all applicable Laws, including any permit requirements, by a licensed contractor, and in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date. Landlord acknowledges that, subject to Tenant’s receipt of all necessary governmental approvals, Tenant will have the right to install a reasonable number of electric vehicle charging stations in the parking area of the Outside Areas pursuant to plans and specifications subject to Landlord’s approval in accordance with this Paragraph 12. All Alterations made by or for Tenant shall be and become the property of Landlord and shall remain for upon the benefit of Landlord at the end of the term expiration or other expiration earlier termination of this Lease and shall not be deemed Tenant’s Personal Property; provided, however, that Landlord may, at Landlord’s option, require Tenant to remove, at Tenant’s expense, any or all Alterations installed by or for Tenant from the Premises at the expiration or sooner termination of this Lease. If Tenant requests that Landlord make a determination of whether Landlord will require Tenant to remove any Alterations upon the termination of this Lease, then Landlord shall notify Tenant of Landlord’s election within ten (10) business days after Tenant’s request for such determination by Landlord. If Landlord fails to notify Tenant in writing within such ten (10) day period that Landlord will require such removal, then Landlord shall be deemed to have elected not to require Tenant to remove such Alterations. In no event, however, shall Tenant be required to remove the Tenant Improvements from the Premises. If Tenant removes any Alterations as good order required or permitted herein, Tenant shall repair any and all damage to the Premises caused by such removal and return the Premises to their condition as they were when installedof the Commencement Date, reasonable normal wear and tear exceptedexcepted and subject to the provisions of Paragraph 22. In the event in the making Notwithstanding any other provision of such alteration, improvements and additions as herein providedthis Lease, Tenant further agrees shall be solely responsible for the maintenance and repair of any Alterations made by it to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsPremises.

Alterations. Subject to the terms of this Paragraph 14, Tenant agrees that it will not (a) demolish or undertake any structural shall have the right to perform certain alterations of any to the Premises. Any alterations made shall remain on and be surrendered with the Premises upon expiration of the buildings Term, except that Landlord may, within thirty (30) days after receipt of written request by Xxxxxx (which notice may be given by Tenant prior to or other improvements erected upon subsequent to Xxxxxx’s making of the applicable alterations), elect to require Tenant to remove any alterations which Tenant may have made, or otherwise comprising is contemplating making, to the Demised Premises. If Landlord fails to timely make such election, Tenant shall not be required to remove the applicable alterations which Tenant made, or is contemplating making, to the Premises. If Tenant fails to provide Landlord the above described notice, Landlord may, at anytime prior to that date which is thirty (30) days after the expiration of the Term, elect to require Tenant to remove any alterations which Tenant may have made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition reasonably designated by Landlord in its election, before the last day of the Term or within thirty (30) days after notice of its election is given, whichever is later. Notwithstanding the foregoing, Tenant shall not, without the Landlord’s prior written consent of Landlord or (b) approval, be permitted to make any other alterations which would change to the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way that affect the structural aspects of integrity of portions of, or lessen slab of, the value Building, materially and adversely affect the Building’s systems and/or materially affect the appearance of the Demised Building or the Premises and/or Land viewed from the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenexterior, provided that Tenant shall notify Landlord in writing at least fifteen (a15) pay all costs, expenses days prior to the commencement of any alteration(s) and charges thereof, within thirty (b30) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason days of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value completion of the Demised Premises. All alterationsapplicable alteration(s) and, improvements and additions if completed, deliver to Landlord a set of the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted therefor, either “as built” or marked to Landlord for Landlordshow construction changes made. The performance of Tenant’s approval, which approval Work shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to governed by the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration terms of this Lease in Paragraph 14, but shall rather be governed by the terms of Subparagraph 4(d) and Paragraph 9 above and the Work Letter Agreement attached hereto as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.Exhibit C.

Alterations. Tenant agrees that it will shall not (a) demolish make or undertake suffer to be made any structural alterations of any alteration, addition or improvement to or of the buildings Premises or other improvements erected upon or otherwise comprising the Demised Premises, any part thereof (collectively referred to herein as “alterations”) without (i) the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval consent shall not be unreasonably withheld and Landlord further agrees that Landlord shall not raise the basic rent as of condition of such consent), (ii) a valid building permit issued by the appropriate governmental authority and (iii) otherwise complying with all applicable laws, regulations and requirements of governmental agencies having jurisdiction and with the rules, regulations and requirements of any board of fire underwriters or delayedsimilar body. Any alteration made by Tenant (excluding moveable furniture and trade fixtures not attached to the Premises) shall at once become a part of the Premises and belong to Landlord. Without limiting the foregoing, andall heating, except for removable lighting, electrical (including all wiring, conduit, outlets, drops, xxxx ducts, main and subpanels), air conditioning, partitioning, drapery and carpet installations made by Tenant, regardless of how attached to the Premises, together with all other alterations that have become an integral part of the Project in which the Premises are a part, shall be and become part of the Premises and belong to Landlord upon installation and shall not be deemed trade fixtures, and shall remain upon and be surrendered with the Premises at once when made or installed be deemed to have attached the termination of the lease. If Landlord consents to the freehold making of any alteration by Tenant, the same shall be made by Tenant at its sole risk, cost and expense and only after Landlord’s written approval of any contractor or person selected by Tenant for that purpose (provided that Landlord waives the right to have approve such contractor or person if the same is a duly licensed contractor and a valid building permit is issued by the appropriate governmental authority), and the same shall be made at such time and in such manner as Landlord may from time to time designate. Tenant shall, if required by Landlord, secure at Tenant’s cost a completion and lien indemnity bond for such work. Upon the expiration or sooner termination of the term, Landlord may, at is sole option, require Tenant, at Tenant’s sole cost and expense, to promptly both remove any such alteration made by Tenant and designated by Landlord to be removed and repair any damage to the Premises caused by such removal. Any moveable furniture and equipment or trade fixtures remaining on the Premises at the expiration or other termination of the term shall become the property of the Landlord unless promptly removed by Tenant. If during the term, and subject to paragraph 7 above, any alteration, addition or change of the Premises or the Project is required by law, regulation, ordinance or order of any public or quasi-public authority, Tenant, at its sole cost and expense, shall remain promptly make the same. If during the term any alterations, additions or changes to the Common Area or to the Project in which the Premises is located is required by law, regulation, ordinance or order of any public or quasi-public authority, and it is impractical in the Landlord’s judgment for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees affected tenants to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of individually make such alterations, improvements additions or changes, Landlord shall make such alterations, additions or changes and additionsthe cost thereof shall be a common area charge and Tenant shall pay its percentage share of such cost to Landlord as provided in paragraph 16.

Alterations. (a) Tenant shall make no Alterations, additions or improvements in or to the Premises without Landlord's prior written consent and subject to such other conditions which Landlord may reasonable require. Tenant agrees that it will not (a) demolish there shall be no construction of partitions or undertake any structural alterations other obstructions which might interfere with Landlord's free access to mechanical installations or service facilities of the Building or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations and facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate, and, at the option of Landlord, under Landlord's supervision. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and boards having jurisdiction, and in full compliance with the rules, regulations and requirements of the National Fire Protection Association, and of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make similar body. Before commencing any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenwork, Tenant shall give Landlord at least twenty (a20) pay all costsdays written notice of the proposed commencement of such work and shall, expenses if required by Landlord, secure at Tenant's own cost and charges expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic's lien recorded against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to, Tenant will be discharged by Tenant, by bond or otherwise, within thirty (30) days after the filing thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised cost and expense of Tenant. All Alterations, additions or improvements upon the Premises while performing samemade by either party, including (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with without limiting the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value general of the Demised Premises. All alterationsforegoing) all wall covering, improvements built-in cabinet work, paneling and additions to the Demised Premises permitted to be made by Tenant hereunderlike, shall be made in accordance with all applicable laws and plans and specifications previously submitted to shall, unless Landlord for Landlord’s approvalelects otherwise, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord Landlord, and shall remain for upon, and be surrendered with the benefit of Landlord Premises, as a part thereof, at the end of the term or other expiration of this Lease in as good order hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railing and condition as they were when installedthe like installed by Tenant, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against shall repair all costs, expenses, liens, claims and damages arising out of, or damage resulting from the undertaking or making of such alterationsremoval or, improvements and additionsat Landlord's option, shall pay to Landlord all costs arising from such removal.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations Subject to the applicable provisions of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article TenLease, Tenant shall (a) have the right to construct additional improvements and to make subsequent alterations, additions or other changes to any improvements or fixtures existing from time to time, and the Premises shall constitute all such improvements as they exist from time to time. In connection with any action which Tenant may take with respect to Tenant's rights pursuant hereto, Landlord shall not be responsible for and Tenant shall pay all costs, expenses and charges thereofliabilities arising out of or in any way connected with such improvements, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manneralterations, (c) cause the same to be performed by qualified contractors who shall not create any labor additions or other disturbance at changes made by Tenant, including without limitation materialmens’ and mechanic’s liens. If any lien or encumbrance (other than those permitted hereunder or liens otherwise authorized by Landlord in writing) is filed against the Demised Premises while performing Premises, within thirty (30) days of the date that Landlord or Tenant receives notice or otherwise becomes aware of the same, (d) fully whichever occurs first, Tenant shall have such lien released or bonded. Tenant covenants and completely indemnify and hold harmless agrees that Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld called upon or delayedbe obligated to make any improvements, andalterations or repairs whatsoever in or about the Premises, except and Landlord shall not be liable or accountable for removable trade fixturesany damages to the Premises or any property located thereon. Tenant shall have the right at any time to demolish or substantially demolish improvements located upon the Premises. No such alteration or demolition shall have any impact on Tenant’s obligation to pay the Base Rent or and other sums required to be paid to Landlord under this Lease. In making improvements and alterations, Tenant shall not be deemed Landlord's agent and shall hold Landlord harmless from any expense or damage Landlord may incur or suffer. During the term of this Lease, title to all improvements shall at once when made or installed all times be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease vested in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsLandlord.

Alterations. Tenant agrees Except for non-structural Alterations that it will (i) do not exceed $5,000 in the aggregate, (aii) demolish or undertake any structural alterations of any are not visible from the exterior of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without (iii) do not affect any Building System or the prior written consent of Landlord or (b) make any other alterations which would change the character structural strength of the buildings Building, (iv) do not require penetrations into the floor, ceiling or other improvements comprising walls, and (v) do not require work within the Demised walls, below the floor or above the ceiling, Tenant shall not make or permit any Alterations in or to the Premises or without first obtaining Landlord’s consent, which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesconsent shall not be unreasonably withheld. With respect to any alterations permitted to be Alterations made by or on behalf of Tenant pursuant (whether or not the Alteration requires Landlord’s consent): (i) not less than 10 days prior to this Article Tencommencing any Alteration, Tenant shall (a) pay all costsdeliver to Landlord the plans, expenses specifications and charges thereofnecessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord, Liberty Property Trust and any other associated or affiliated entity as their interests may appear as additional insureds, (bii) make Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, which approval shall not be unreasonably withheld, (iii) the same in accordance Alteration shall be constructed with all applicable laws and building codes new materials, in a good and workmanlike manner, (c) cause and in compliance with all Laws and the same to be performed plans and specifications delivered to, and, if required above, approved by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing sameLandlord, (div) fully Tenant shall pay Landlord all reasonable costs and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims expenses in connection with Landlord’s review of Tenant’s plans and specifications, and of any supervision or inspection of the making thereof construction Landlord deems necessary, and (ev) by reason upon Landlord’s request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premisesconstruction. All alterations, improvements and additions to the Demised Premises permitted to be made Any Alteration by Tenant hereunder, shall be made in accordance with all applicable laws the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord unless Landlord gives notice to Tenant to remove it, in which event Tenant will remove it, will repair any resulting damage and shall remain for will restore the benefit of Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord will notify Tenant whether Tenant is required to remove the Alterations at the end expiration or termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural portion of the term Property, any Building System or any other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In equipment or facilities serving the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, Building or resulting from the undertaking or making of such alterations, improvements and additionsany occupant.

Alterations. 15.01 Tenant agrees that it will not (a) demolish make, cause or undertake permit any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and additions or improvements (e"alterations") by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions in or to the Demised Premises permitted to be made by Tenant hereunder, shall be made without in accordance with all applicable laws and plans and specifications previously submitted to Landlord for each instance obtaining Landlord’s approval's prior written consent thereto, which approval consent shall not be unreasonably withheld or delayed. By way of illustration but not limitation, andLandlord will be entitled to withhold its consent if the proposed alterations (i) impair or affect the structural soundness or integrity of the Demised Premises, except for removable trade fixturesBuilding, shall at once when made or installed be deemed to have attached any of the systems or equipment therein, (ii) lessen the present or future value of the Demised Premises or Building, (iii) change the type of use of the Demised Premises, or (iv) increase the risk of damage or injury to the freehold Demised Premises, the Building or the occupants of the Building. Any such consent by Landlord may be upon condition that the work be performed by Landlord's agents, servants, employees or contractors and that Tenant furnish to have become the property Landlord such evidence of Tenant's financial ability to assure payment and/or completion as Landlord may reasonably require. If Landlord so elects and shall remain for the benefit of Landlord notifies Tenant at the end time of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees Tenant's request to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of make such alterations, improvements Tenant will, at its sole cost and additionsexpense, remove any alterations (structural or non-structural) at the expiration or other termination of this Lease, repair all damage caused by such removal and restore the Demised Premises to the condition in which they were prior to the installation of any such alterations. Nothing herein contained will be construed to restrict Tenant's right to install or to make any changes in Tenant's own movable trade fixtures. The provisions of this Article 15 are subject to the terms and conditions of any mortgage to which this Lease is subordinate and if the consent of any such mortgagee is required for such work, such consent will be obtained by Tenant before any such work is commenced. In that regard, Landlord agrees to reasonably cooperate with Tenant in obtaining the consent of such mortgagee. Plans and specifications, together with an estimate of the cost of, for any proposed alterations will be submitted to Landlord upon the request for its consent. However, such review and consent by Landlord will not be deemed Landlord's opinion as to acceptability to or compliance with municipal requirements. Upon completion of the alterations Landlord is to receive one print and one reproducible copy of the "as-built" construction plans. If Landlord elects to, and notifies Tenant that it will, require removal of Alterations upon the expiration or earlier termination of this Lease, then Landlord shall also have the option to require that Tenant post a security deposit, letter of credit or other evidence of Tenant's financial ability to so remove such Alterations.

Alterations. Tenant agrees Landlord’s consent shall not be required for any Alteration that it satisfies all of the following criteria: a) is of a cosmetic nature such as wallpapering, painting hanging pictures and installing carpet; b) is not visible from the outside of the Building or Premises; c) will not affect the systems and structures of the Building; d) does not require work to be performed inside the walls or above the ceiling of the Premises ; and e) costs less than $10,000 as a single project. For all other Alterations, Landlord shall not unreasonable withhold or delay consent and shall respond top Tenant’s written request for consent within ten (10) business days after receipt from Tenant that such notice is required. All of the following shall apply with respect to all Alterations unless otherwise approved in writing by the Landlord: (a) demolish or undertake any the Alterations are non-structural alterations of any and the structural integrity of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or Property shall not be affected; (b) make any other alterations which would change the character Alterations are to the interior of the buildings or other improvements comprising Premises; (c) the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value proper functioning of the Demised Premises and/or the buildings mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other improvements comprising service systems of the Demised Premises. With respect to any alterations permitted to Property shall not be made affected and the usage of such systems by Tenant pursuant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to this Article TenLandlord, regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (ai) pay at Tenant’s expense, obtain all costsnecessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, expenses submit to Landlord, for its written approval, working drawings, plans and charges thereofspecifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, rnaterialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (bin a form reasonably acceptable to Landlord) make evidencing policies of commercial general liability insurance and workers’ compensation insurance. Such insurance policies shall satisfy all obligations imposed under Section 10.1. Tenant shall cause the same Alterations to be performed in accordance compliance with all applicable laws permits, Laws and building codes requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, using materials and equipment at least equal in quality and class to the standards for the Property established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans (cupon completion), copies of all construction contracts, governmental – 10 – permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2) cause the same to be performed by qualified contractors who therefor; however, if Landlord shall not create any labor or other disturbance at require that Tenant remove the Demised Premises while performing sameAlterations, such Alterations shall constitute Landlord’s Property (ddefined below) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain responsible for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installedinsurance thereof, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees pursuant to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsSection 10.1.

Alterations. Except as permitted under Section 36 of this Lease, Tenant agrees that it will shall not (a) demolish make or undertake permit to be made any structural alterations of alterations, additions or improvements in, upon or to the Leased Premises, or any part of the buildings or other improvements erected upon or otherwise comprising the Demised Leased Premises, without the prior written consent of Landlord Landlord. In the event such consent is obtained, all such alterations, additions or (b) make any other alterations which would change improvements shall be performed at the character expense of the buildings or other improvements comprising the Demised Premises or which would weakenTenant in a good, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings workmanlike manner, free from faults and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses defects and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed plans and specifications approved by qualified contractors who Landlord. Tenant shall not create allow any labor construction liens to attach to the Leased Premises or other disturbance at the Demised Premises while performing sameProperty, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens Building or other liens or claims Improvements in connection with any such alteration, and the making thereof failure of Tenant to have any such lien released within ninety 90) days after written notice from Landlord shall constitute a default under this Lease. In addition, Tenant shall indemnify, defend and (e) hold Landlord harmless from any and all costs and expenses incurred by reason Landlord in connection with such construction liens, including, without limitation, attorneys fees and costs of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premiseslitigation. All alterations, additions or improvements (except trade fixtures) so made and additions to the Demised Premises permitted to be made installed by Tenant hereundershall become part of the realty, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear tear, casualty that is covered or required to be covered by insurance under this Lease, ordinary depreciation and obsolescence excepted. In ; provided, however, that any such alteration, addition or improvement remaining at the event in end of the term or other expiration of this Lease, shall upon demand made by Landlord, be removed by Tenant, at Tenant’s expense, and Tenant shall repair any damage caused by such removal, restoring the Leased Premises to their condition prior to the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, addition or resulting from the undertaking or making of such alterations, improvements and additionsimprovement.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations Subsequent to the completion of any of the buildings Landlord’s Work pursuant to Section 2, if any, Tenant shall not attach any fixtures, equipment or other improvements erected upon or otherwise comprising items to the Demised Premises, without the prior written consent of Landlord or (b) paint or make any other alterations additions, changes, alterations, repairs or improvements (collectively hereinafter “Alterations”) to the Premises, Building , Property, or Center without Landlord’s prior written consent, which would change with respect to Alterations to the character Premises will not be unreasonably withheld so long as Tenant is not then in default of this Lease (beyond any applicable cure period). For any proposed work in excess of $5,000 or that involves any Alterations to the structure of the buildings Building or other improvements comprising the Demised Premises Systems and Equipment, Landlord may condition its consent on Tenant’s delivery to Landlord of a letter of credit or which would weaken, impair or otherwise completion bond in any way affect the structural aspects amount of integrity of or lessen the value 50% of the Demised Premises and/or estimated cost of the buildings Alterations, conditioned upon Tenant’s timely completion of the work and other improvements comprising payment of all persons having lien rights on account of the Demised Premiseswork. With respect If Landlord consents to any alterations permitted to be made by Tenant pursuant to this Article TenAlterations, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same Landlord may post notices of nonresponsibility in accordance with law. Any Alterations so made shall remain on and be surrendered with the Premises upon expiration or earlier termination of this Lease, except that Landlord may, within thirty (30) days before expiration of this Lease or within thirty (30) days after earlier termination of this Lease elect to require Tenant to remove any or all applicable laws Alterations at Tenant’s sole cost and building codes in a good and workmanlike mannerexpense; provided, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance however, at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by time Tenant hereunder, shall be made in accordance with all applicable laws and submits plans and specifications previously submitted for requested Alterations to Landlord for Landlord’s approval, Tenant may request Landlord to identify which Alterations Landlord may require Tenant to remove at the termination of or expiration of this Lease, and Landlord shall make such identification simultaneous with its approval (if any) of the Alterations. If Landlord elects to require removal of Alterations, then at its own and sole cost Tenant shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached restore the Premises to the freehold condition prior to the installation of the alteration (reasonable wear and to have become tear, condemnation and casualty damage excepted), before the property of Landlord and shall remain for the benefit of Landlord at the end last day of the term or other expiration within thirty (30) days after notice of its election is given, whichever is later. If after receiving Landlord’s consent to any alteration, Tenant changes or modifies its planned alteration, Tenant shall obtain Landlord’s consent to all such changes and modifications. Landlord consents to all of Tenant’s Alterations to the Premises in existence on the date of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsLease.

Alterations. Tenant agrees that it will shall not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premisesmake, without the prior written consent of Landlord Landlord, any alterations, additions or improvements to the Premises; provided, however, Landlord's prior consent shall not be required if such alteration (bi) make is a non-structural alteration which does not affect any other alterations which would change the character systems of the buildings Building and (ii) will cost, for any one such alteration, less than $50,000. Landlord shall not unreasonably withhold such consent, and Landlord shall be deemed to have consented to any request by Tenant for a consent, if Landlord does not respond to such request within fourteen (14) days thereafter, provided that Tenant shall have first furnished to Landlord for approval plans and specifications, names and addresses of contractors, copies of contracts, and instruments of indemnification against any and all claims, costs, expenses, damages and liabilities which may arise in connection with such work, all in such form, substance and amount as may be satisfactory to Landlord. In addition, prior to commencement of any such work or other delivery of any materials into the Premises, Tenant shall provide Landlord with necessary permits and licenses and appropriate evidence of Tenant's ability to pay for such work and materials in full, and if requested by Landlord, shall deposit with Landlord at such time such security for the payment of said work and materials as Landlord may require. All alterations, additions and improvements comprising the Demised Premises shall be installed in a good, workmanlike manner and only new, high-grade materials shall be used. Tenant further agrees to hold Landlord harmless from any and all liabilities of every kind and description which may arise out of or which would weaken, impair or otherwise be connected in any way affect the structural aspects of integrity of with said alterations, additions or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesimprovements. With respect to Before commencing any alterations permitted to be made by Tenant pursuant to this Article Tenwork in connection with such alterations, additions or improvements, Tenant shall (a) pay furnish Landlord with certificates of insurance from all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any performing labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless furnishing materials insuring Landlord from and against any mechanic’s liens and all liabilities which may arise out of or other liens may be connected in any way with said alterations, additions or claims improvements. Tenant shall permit Landlord to supervise construction operations in connection with the making thereof and (e) by reason foregoing work if Landlord requests to do so. Tenant shall pay the cost of all such alterations, not thereby additions and (e) improvements, as well as the cost of decorating the Premises occasioned by reason of such alterations, not thereby reduce additions and improvements, including the economic value cost of the Demised Premiseslabor and materials. Upon completing any alterations, additions or improvements, Tenant shall furnish Landlord with contractors' affidavits in form required by law, and full and final waivers of lien and receipted bills covering all labor and materials expended and used. All alterations, additions and improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance comply with all applicable laws insurance requirements and plans with all city and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to county ordinances and regulations and with the freehold requirements of all state and to have become the property of Landlord federal statutes and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsregulations.

Alterations. Tenant agrees that it will shall not make, or suffer to be made, any alterations, improvements or additions in, on, about or to the Premises or any part thereof (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises“Alterations”), without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted not to be made unreasonably withheld) and/or without a valid building permit issued by the appropriate governmental authority, where required. As a condition to giving such consent, Landlord may require that Tenant pursuant agree to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same remove any Specialty Alterations in accordance with all applicable laws the provisions of Section 5(a) of Addendum One. Unless Landlord requires that Tenant remove any such Specialty Alteration, any Alteration, except movable furniture and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall trade fixtures not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions affixed to the Demised Premises permitted to be made by Tenant hereunderPremises, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord upon termination of the Lease and shall remain for upon and be surrendered with the benefit of Landlord Premises at the end termination of this Lease. Landlord will notify Tenant as to whether Landlord approves any proposed Alteration to be performed by Tenant within fifteen (15) days following Tenant’s submission to Landlord of Tenant’s request for consent to any such Alteration (including within such request, proposed plans and specifications, designation of architect and contractors, and other relevant information). If Landlord fails to notify Tenant of Landlord’s approval or disapproval within such fifteen (15) day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 13 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE ALTERATIONS DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within fifteen (15) calendar days after receipt by Landlord, the plans in question shall be deemed approved by Landlord. Without limiting the generality of the term or foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, xxxx ducts, main and sub-panels), telephone/components, air conditioning, partitioning, drapery, and carpet installations made by Tenant, regardless of how affixed to the Premises, together with all other expiration Alterations that have become an integral part of the Building, shall be and become the property of the Landlord upon termination of the Lease, and shall not be deemed trade fixtures, and shall remain upon and be surrendered with the Premises at the termination of this Lease in Lease. If, during the Term hereof, any Alteration is required by law, regulation, ordinance or order of any public agency as good a result of Tenant’s use of the Premises for purposes other than office use, Tenant shall promptly make the same at its sole cost and expense. If during the Term, any alteration, addition, or change to the Common Area is Required by law, regulation, ordinance or order of any public agency, Landlord shall make the same and condition as they were when installed, reasonable wear and tear excepted. In the event in the making cost of such alteration, improvements addition or change shall be a Common Area Charge and additions Tenant shall pay Tenant’s Pro Rata Share of said cost to Landlord as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsprovided in Paragraph 12 above.

Alterations. Tenant agrees that it will shall not make or permit to be made any altexxxxxns, additions, modifications or improvements to the Premises (aincluding without limitation painting and carpeting) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord Landlord, which consent will not be unreasonably withheld, provided that such alterations, additions, modifications or (b) improvements are not structural or involve Building systems in which case Landlord’s consent may be withheld in Landlord’s sole discretion. If Tenant desires to make any other alterations such alterations, additions, modifications or improvements, a duplicate set of plans for the same shall first be submitted to and approved by Landlord and Landlord shall have the right to request reasonable revisions and corrections to the plans, all of which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings corrections and other improvements comprising the Demised Premises. With respect to any alterations permitted to revisions shall be made incorporated by Tenant pursuant (with revised duplicate sets delivered to this Article TenLandlord). All such work shall be done by Tenant, at its own expense, and Tenant agrees that all such work shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes be done in a good and workmanlike mannermanner (Landlord having the right to approve all contractors, all of whom shall be bonded and properly licensed) in accordance with the approved plans therefor and all applicable Requirements, that the structural integrity of the Building shall not be impaired, that no liens shall attach to the Premises or the Property by reason therefor, and that Tenant will secure all necessary permits pertaining to the aforementioned alterations, additions, modifications or improvements. Tenant shall reimburse Landlord upon demand therefor for all reasonable costs and expenses incurred by Landlord in connection with its review of such plans and the inspection of the work contemplated thereby. Tenant has no authority or power, express or implied, to create or cause to be created or to consent to any lien, charge or encumbrance of any kind against the Premises or the Property. Tenant shall pay before delinquency all costs for work done or caused to be done by Tenant in the Premises which could result in any lien or encumbrance on Landlord’s interest in the Property or any part thereof, shall keep the title to the Property and every part thereof free and clear of any lien or encumbrance with respect to such work and shall indemnify and hold harmless Landlord against any claim, loss, lien, cost, demand or legal or other expense, whether in respect of any lien, injury to person or property (cincluding the Building) or otherwise, arising out of the work performed or to be performed at the Premises or the supply of material, services or labor for such work. Tenant shall immediately notify Landlord of any such lien, claim of lien or other action of which it has knowledge and which affects the title to the Property or any part thereof and shall cause the same to be performed removed within ten (10) days, failing which Landlord may take such action as Landlord deems necessary to remove the same and the cost thereof (including reasonable attorneys’ fees) shall be immediately due and payable by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised PremisesTenant to Landlord. All alterations, additions, improvements and additions fixtures (other than Tenant’s personal property, provided the same are installed at no cost or expense to the Demised Premises permitted to Landlord) which may be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed by either party upon the Premises shall be deemed to have attached to the freehold and to have become remain the property of Landlord and shall remain upon and be surrendered with the Premises, unless Landlord requests their removal, in which event Tenant shall remove the same and restore the Premises to its original condition, taking into account normal wear and tear, at Tenant’s sole cost and expense and Tenant shall pay the entire cost of such removal. If Tenant fails to remove such property and restore the Premises as aforesaid, Landlord may do so and Tenant shall pay the entire cost thereof to Landlord within ten (10) days after Tenant’s receipt of Landlord’s written demand therefor. In connection with the installation of any alterations, additions, modifications and improvements, including without limitation, any described in Article 2 hereof, Tenant shall be responsible for and pay any construction management fee charged by the benefit of Landlord at property manager, provided the end fee does not exceed ten percent (10%) of the term sum of hard costs, soft costs and permit fees of any such installation of alterations, additions, modifications or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein improvements; provided, however, that the construction management fee shall not exceed five percent (5%) with respect to the initial Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsImprovements described in Section 2.4.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any Any and all alterations, additions and/or improvements, except trade fixtures, installed at the expense of the buildings or other Lessee shall become the property of the Lessor and shall remain upon and shall be surrendered with the leased Premises as a part thereof on the termination of this lease. Such alterations, additions, and improvements erected upon or otherwise comprising the Demised Premises, without may only be made with the prior written consent of Landlord or (b) make any other alterations which would change the character and approval of the buildings Lessor, which shall not be unreasonably withhold said consent. If consent is granted by the Lessor for the making of improvements, alterations or other improvements comprising additions to the Demised Premises leased Premises, such improvements, alterations or which would weaken, impair or otherwise additions shall not commence until such time as the Lessee has furnished to the Lessor a copy of all plans and a certificate of insurance showing coverage in any way affect an amount satisfactory to the structural aspects of integrity of or lessen Lessor protecting the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect Lessor from liability for injury to any alterations permitted person and damage to be made by Tenant pursuant to this Article Tenany personal property, Tenant shall (a) pay all costson or off the leased Premises, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterationsimprovements, not thereby and (e) alterations or additions. No cooling tower, equipment, or structure of any kind shall be placed on the roof or elsewhere on the leased premises by reason of such alterations, not thereby reduce the economic value Lessee without prior written permission of the Demised PremisesLessor. If such permission is granted, such work or installation shall be done at the Lessee's expense and in such a manner that the roof shall not be damaged thereby. If it becomes necessary to remove such cooling tower, equipment or structure temporarily so that repairs to the roof can be made, Lessee shall promptly remove and reinstall the cooling tower, equipment or structure at the Lessee's expense and repair at the Lessee's expense any damage which may result from such removal or reinstallation. Upon termination of this lease, Lessee shall remove or cause to be removed from the roof any such cooling tower, equipment or structure if directed to do so by the Lessor. Lessee shall promptly repair, at its expense, any damages resulting from such removal. At the termination of this lease, Lessee shall deliver the leased Premises in good order and condition, natural deterioration only excepted. Any damage caused by the installation of trade fixtures shall be repaired at the Lessee's expense prior to the expiration of the lease term. All alterations, improvements improvements, additions and additions to the Demised Premises permitted to be repairs made by Tenant hereunder, the Lessee shall be made in accordance with all applicable laws good and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsworkmanlike manner.

Alterations. 8.1 Tenant agrees that it will any repairs, alterations, other improvements or installations made by Tenant to or upon the Demised Premises shall be done in a good workmanlike manner and in conformity with all laws, ordinances and regulations of all public authorities having jurisdiction, that new materials of good quality shall be employed therein, that the structure of the Demised Premises shall not (a) demolish be endangered or undertake impaired thereby, that the Demised Premises shall not be diminished in value thereby, and that, except for signs, antennae, and heating and air conditioning and utilities equipment Tenant is permitted to erect and maintain pursuant to the provisions of this lease, neither the perimeter of the Demised Premises nor the height of the Demised Premises shall be increased without the written consent of Landlord. Tenant agrees that Tenant shall not make any alterations to the foundation, roof, exterior walls, gutters, downspouts, canopy or any structural alterations parts of the Demised Premises without first submitting plans and specifications thereof to Landlord. Landlord shall have the right to disapprove of the same if, and only if, the same violate any of the buildings preceding provisions of this Section 8.1. Failure of Landlord to give notice of approval or other improvements erected upon or otherwise comprising disapproval of said plans and specifications within thirty (30) days after Xxxxxx's submission thereof to Landlord shall be deemed approval. In addition, Tenant shall give Landlord prior notice of all alterations costing more than $75,000 (as increased each year by the CPI Index as defined in Section 5.1(B)) so that Landlord has a reasonable opportunity to post a notice of non-responsibility, except that Tenant shall not be in breach of this obligation unless it fails to give prior notice, a mechanic's lien is recorded against Xxxxxxxx's fee interest in the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect Tenant fails to any alterations permitted cause such lien to be made discharged of record as provided in Section 8.5 hereof. All salvage in connection with any work done by Tenant pursuant to the provisions of this Article Ten, Tenant shall (a) pay all costs, expenses may be disposed of by Xxxxxx. It is agreed and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at understood that Xxxxxxxx will accept the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against as altered pursuant to the provisions hereof without any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions obligation upon Tenant to restore the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionstheir former condition.

Alterations. Tenant agrees that it will shall not make any alteration, addition or ----------- improvement in, to or upon the Premises (a"Alteration") demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or in each instance, which consent shall not be unreasonably withheld with respect to proposed Alterations which (bi) make are not structural in nature, (ii) do not affect the Base Building Components, (iii) are, in Landlord's opinion, compatible with the Building and the balance of the Real Property and the Building's mechanical, plumbing, electrical, heating/ventilation/air conditioning, communication, security and fire and other life safety systems (collectively, the "Building Systems"), and (iv) in Landlord's opinion will not interfere with the use and occupancy of any other alterations which would change the character portion of the buildings Building or the Real Property by any other improvements comprising the Demised Premises tenant or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisespermitted occupant thereof. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall give Landlord not less than ten (a10) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same days' prior written notice of any Alteration Tenant desires to be performed by qualified contractors who make. Any Alterations as to which Landlord shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, consent shall be made only by contractors approved in accordance with all applicable laws and plans and specifications previously submitted to Landlord for advance, in writing by Landlord’s approval, which approval shall not be unreasonably withheld withheld; provided, however, that Landlord may, in its sole discretion, specify the engineers and contractors to perform any work relating to or delayed, and, except affecting the Building Systems or the Base Building Components. Tenant shall comply with all Legal Requirements applicable to each Alteration and shall deliver to Landlord a complete set of "as built" plans and specifications for removable trade fixtures, shall at once when made or installed be deemed to have attached each Alteration. Any work to the freehold balance of the Building or Real Property related to or affected or triggered by Tenant's Alterations shall be performed by Tenant at Tenant's expense (or, at Landlord's election, Landlord may perform such work at Tenant's expense). Tenant shall be solely responsible for maintenance and repair of all Alterations made by Tenant. Tenant shall pay Landlord on demand (whether prior to have become or during the property course of construction) an amount (the "Alteration Fee") equal to five percent (5%) of the total cost of each Alteration (and for purposes of calculating the Alteration Fee, such cost shall include architectural and engineering fees, but shall not include permit fees) as compensation to Landlord for miscellaneous costs incurred by Landlord in connection with the Alteration. In addition, Xxxxxx shall reimburse Landlord for all third party fees paid by Landlord in connection with reviewing the proposed Alterations (whether or not the proposed Alterations are ultimately approved by Landlord or made by Xxxxxx), including, without limitation, Xxxxxxxx's architectural and engineering fees. All Alterations shall be performed diligently and in a first-class workmanlike manner and in accordance with plans and specifications approved by Landlord, and shall remain comply with Landlord's construction procedures and requirements for the benefit of Landlord at the end Building (including Landlord's reasonable requirements relating to insurance and contractor qualifications and scheduling of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionswork).

Alterations. Tenant agrees that it will shall not (a) demolish make or undertake permit to be made any structural alterations of alterations, additions or improvements in, upon or to the Leased Premises, or any part of the buildings or other improvements erected upon or otherwise comprising the Demised Leased Premises, without the prior written consent of Landlord Landlord. In the event such consent is obtained, all such alterations, additions or (b) make any other alterations which would change improvements shall be performed at the character expense of the buildings or other improvements comprising the Demised Premises or which would weakenTenant in a good, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings workmanlike manner, free from faults and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses defects and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed plans and specifications approved by qualified contractors who Landlord. Tenant shall not create allow any labor construction liens to attach to the Leased Premises or other disturbance at the Demised Premises while performing sameProperty, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens Building or other liens or claims Improvements in connection with any such alteration, and the making thereof failure of Tenant to have any such lien released within ten (10) days after written notice from Landlord shall constitute a default under this Lease. In addition, Tenant shall indemnify, defend and (e) hold Landlord harmless from any and all costs and expenses incurred by reason Landlord in connection with such construction liens, including, without limitation, attorneys fees and costs of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premiseslitigation. All alterations, additions or improvements (except trade fixtures) so made and additions to the Demised Premises permitted to be made installed by Tenant hereundershall become part of the realty, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In ; provided, however, that any such alteration, addition or improvement remaining at the event in end of the term or other expiration of this Lease, shall upon demand made by Landlord, be removed by Tenant, at Tenant’s expense, and Tenant shall repair any damage caused by such removal, restoring the Leased Premises to their condition prior to the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, addition or resulting from the undertaking or making of such alterations, improvements and additionsimprovement.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the Borrower shall obtain Lender’s prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalconsent, which approval consent shall not be unreasonably withheld or delayed, andto any alterations to the Improvements, except the cost of which is reasonably anticipated to exceed $3,500,000 (the “Threshold Amount”) or that will have a material adverse effect on Borrower’s financial condition, the use, operation or value of the Property or the Net Operating Income with respect to the Property, other than (a) tenant improvement work performed pursuant to the terms of any Existing Lease, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease executed after the date hereof and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements (it being understood that the foregoing provision shall not require Lender’s consent to tenants’ exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Agreement) or (c) alterations performed in connection with the restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement (“Excluded Costs”). If Lender fails to respond to a request for removable trade fixturesconsent under this Section 5.4.2 within ten (10) Business Days of receipt thereof, such consent shall at once when made be deemed granted, provided that such request shall have been accompanied by all information reasonably requested by Lender or installed reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender’s consent shall be deemed to have attached been granted. If Lender refuses to grant such consent, Lender shall specify in writing the reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a certificate of compliance with applicable laws from an independent architect, engineer, or other Person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations to the freehold and Improvements (other than such amounts to have become be paid or reimbursed by tenants under the property of Landlord and Leases or paid from accounts established hereunder or Excluded Costs) shall remain at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the benefit payment of Landlord at such amounts and as additional security for Borrower’s obligations under the end Loan Documents any of the term or following: (1) cash, (2) U.S. Treasury securities, (3) other expiration of this Lease in as good order securities having a rating acceptable to Lender and condition as they were when installed, reasonable wear with respect to which the applicable Rating Agencies have delivered a Rating Comfort Letter (if required pursuant to a Pooling and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord Servicing Agreement from and against all costs, expenses, liens, claims and damages arising out ofafter the occurrence of a Securitization), or resulting (4) a Letter of Credit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or from accounts established hereunder or Excluded Costs) over the undertaking or making Threshold Amount. Upon completion of the alterations to the satisfaction of Lender in its reasonable discretion Lender shall promptly return to Borrower such alterations, improvements and additionsadditional security.

Alterations. Tenant agrees that it will not may make alterations, additions, or improvements to the Premises (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises“Alterations”), without only with the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. Landlord shall have forty-five (45) days in which to respond to Tenant’s request for any Alterations so long as such request includes the name of Tenant’s contractors and reasonably detailed plans and specifications therefor. The term “Alterations” shall not include the installation of shelves, movable partitions, Tenant’s equipment, and trade fixtures that may be performed without damaging existing improvements or (b) make any other alterations which would change the character structural integrity of the buildings Premises, and Landlord’s consent shall not be required for Tenant’s installation or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects removal of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesthose items. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay perform all costs, expenses and charges thereof, (b) make work within the same Premises at Tenant’s expense in accordance compliance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made complete all Alterations in accordance with all applicable laws and plans and specifications previously submitted approved by Landlord, using contractors approved by Landlord. Tenant shall pay, when due, or furnish a bond for payment (as set forth in Section 18) all claims for labor or materials furnished to Landlord or for Landlord’s approvalTenant at or for use in the Premises, which approval claims are or may be secured by any mechanics’ or materialmens’ liens against the Premises or any interest therein. For the avoidance of doubt, Tenant shall not be unreasonably withheld solely responsible for payment of all costs and expenses related to any Alteration or delayedother work performed by, andor at the direction of, except for removable trade fixtures, Tenant at the Premises. Landlord shall at once when made have the right to post or installed be deemed to have attached to the freehold and to have become the property of Landlord and deliver any notices Tenant shall remain for the benefit of Landlord remove all Alterations at the end of the Lease term or other expiration unless Landlord conditioned its consent upon Tenant leaving a specified Alteration at the Premises, in which case Tenant shall not remove such Alteration and it shall become Landlord’s property. Tenant shall immediately repair any damage to the Premises caused by removal of this Lease in as good order and condition as they were when installed, reasonable wear and tear exceptedAlterations. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to and shall indemnify and hold Landlord harmless Landlord from and against all liability, loss, damage, costs, expenses, liens, attorneys’ fees and other expenses arising from claims and damages arising out of, of lien of laborers or resulting from materialmen for work performed or materials or supplies furnished for Tenant at the undertaking or making of such alterations, improvements and additionsPremises.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the Pledgor shall obtain Lender’s prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalImprovements, which approval consent shall not be unreasonably withheld except with respect to alterations that could reasonably be expected to have a material adverse effect on Pledgor’s or delayedMortgage Borrower’s financial condition, andthe value of the related Individual Property, except for removable trade fixturesthe Collateral or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Pledgor’s or Mortgage Borrower’s financial condition, the value of the related Individual Property, the Collateral or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed in accordance with the terms hereof and the Mortgage Loan Agreement, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at once when made any time exceed the Alteration Threshold for such Individual Property (the “Threshold Amount”), Pledgor shall promptly deliver or installed cause to be deemed delivered to Lender as security for the payment of such amounts and as additional security for Pledgor’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that the applicable Rating Agencies have attached confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the freehold excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and applied from time to have become the property of Landlord and shall remain for the benefit of Landlord time at the end option of Lender to pay for such alterations or to terminate any of the term or other expiration alterations and restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of this Lease the related Individual Property. Notwithstanding the foregoing, Pledgor shall be relieved of its obligation to deposit the security for certain alterations described above provided Mortgage Borrower is required to and does deliver such security to Mortgage Lender in as good order accordance with the Mortgage Loan Documents and condition as they were when installed, reasonable wear and tear excepted. In Lender received evidence acceptable to Lender of the event in the making delivery of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionssecurity.

Alterations. Upon prior written notice to Landlord and Lender (if Tenant has been given notice of the name and address of such Lender), Tenant shall have the right to make any Alteration(s) to the Leased Premises, the cost of which does not exceed $500,000 in the aggregate, in any calendar year; provided, that Tenant complies with clause (c) of this Paragraph 12. Upon prior written notice to Landlord and Lender (if Tenant has been given notice of the name and address of such Lender), Tenant shall have the right to make any Alteration(s) to the Leased Premises, the cost of which exceeds $500,000 in the aggregate, in any calendar year; provided, that, (i) no Event of Default under this Lease has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Paragraph 12, and (iii) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto. In the event that Landlord gives its prior written consent to any Alterations, or if such consent is not required, Tenant agrees that it will not in connection with any Alteration: (ai) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the fair market value of the Demised Leased Premises and/or shall not be lessened after the buildings completion of any such Alteration, or its structural integrity impaired; (ii) the Alteration and other improvements comprising the Demised Premises. With respect to any alterations permitted Alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Improvements by Tenant pursuant to this Article Ten, Tenant more than ten percent (10%); (iii) all such Alterations shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (civ) cause no such Alteration shall change the same to be performed by qualified contractors who shall not create any labor or other disturbance at permitted use of the Demised Leased Premises while performing same(as described in Paragraph 4 hereof), (dv) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims all work done in connection with any such Alteration shall comply with all Insurance Requirements; (vi) Tenant shall promptly pay all costs and expenses of any such Alteration (unless such costs are funded through a financing by Landlord, as described in Paragraph 12(e) below), and shall (subject to and in compliance with the making thereof and provisions of Paragraph 18 hereof) discharge all liens (eexcluding liens created by Landlord) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value filed against any of the Demised Premises. All alterations, improvements Leased Premises arising out of the same; (vii) Tenant shall procure and additions to the Demised Premises permitted to be made by Tenant hereunder, pay for all permits and licenses required in connection with any such Alteration; (viii) all such Alterations shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain be subject to this Lease; (ix) no such Alteration shall create any debt or other encumbrance(s) on the Leased Premises (except as described in Paragraph 12(e) below), and (x) in the case of any Alteration the estimated cost of which in any one instance exceeds Five Hundred Thousand and 00/100 Dollars ($500,000.00), such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord (for informational purposes only) prior to the commencement of the Alterations. All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the Leased Premises as if originally demised herein. Tenant may request additional funding from Landlord in order to pay for the benefit costs and expenses of any Alteration that complies with this Paragraph 12. Landlord at shall use commercially reasonable efforts to obtain such additional funding, subject to a proportional adjustment in Basic Rent. If Landlord is unable to obtain such additional funding (in whole or in part), or if Tenant shall reject the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making terms of such alteration, improvements and additions as herein providedadditional funding, Tenant further agrees to indemnify shall either (i) pay for the costs and hold harmless Landlord from expenses of such Alteration on Tenant's own account, (ii) pay (on Tenant's own account) for any deficiency between the costs and against all costs, expenses, liens, claims expenses of such Alteration and damages arising out ofthe additional funding obtained by Landlord, or resulting from the undertaking or making of (iii) forego such alterations, improvements and additionsAlteration.

Alterations. Except as provided in the immediately preceding subparagraph, Tenant agrees that it will not shall make no structural or material alterations or additions to the Premises (a"Alterations") demolish or undertake Alterations having a cost in excess of sixty thousand dollars ($60,000.00) in any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, one instance without the prior written consent of Landlord or (b) make any other alterations Landlord, which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who consent shall not create any labor be withheld, delayed or other disturbance at the Demised Premises while performing sameconditioned, and then only by contractors or mechanics approved by Landlord in writing (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld withheld, delayed or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached conditioned) and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the freehold Alterations in question, to be prepared and submitted by Tenant, at its sole cost and expense. Notwithstanding anything to have the contrary contained herein, Tenant shall not be required to deliver plans and specifications to Landlord for non-structural alterations (i.e. alterations that do not affect the Building's structure or the Building's systems. Tenant shall, at its sole cost and expense, obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with any Alterations. If permitted Alterations are made, they shall be made at Tenant's sole cost and expense and shall be and become the property of Landlord and shall remain for the benefit of Landlord Landlord, except that specialty Alterations may be removed by Tenant at the end of the term or other expiration Term (and Tenant shall repair any damages to the Premises caused by such removal) provided, however, that Landlord may inform Tenant, if requested by Tenant at the time of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alterationAlteration, that Landlord will require Tenant, at Tenant's expense, to remove any specialty Alteration at the end of the Term and to repair any damages to the Premises caused by such removal. Any and all costs attributable to or related to the applicable building codes of the city in which the Building is located (or any other authority having jurisdiction over the Building) arising from Tenant's improvements shall be paid by Tenant at its sole cost and additions expense. With regard to repairs, Alterations or any other work arising from or related to this Article 5, Landlord shall be entitled to receive an administrative/supervision fee up to a maximum of five percent (5%), only in cases where Tenant orders the work directly from Landlord, in addition to a sum sufficient to compensate Landlord for all third party out-of-pocket costs of Landlord. The construction of initial improvements to the Premises shall be governed by the terms of the Tenant work letter, attached hereto as herein providedExhibit C, Tenant further agrees to indemnify and hold harmless not the terms of this Article 5. Landlord from and against all costs, expenses, liens, claims and damages arising out of, shall not be due any review or resulting from management fee in connection with the undertaking construction of Tenant's Work or making of such alterations, improvements and additionsTenant's move-in.

Alterations. Tenant agrees that it will not (a) demolish shall make no alterations, additions or undertake any structural alterations of any of improvements to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Premises without the prior written consent of Landlord, and Landlord may impose, as a condition of such consent such requirements as Landlord in its sole discretion may deem reasonable or desirable, including without limiting the generality of the foregoing, requirements as to the manner in which, the time or times at which, and the contractor by whom such work shall be done and requirements that Tenant provide Landlord with labor, material, payment and performance bonds (bcollectively the "bonds") make naming Landlord (and such other persons as Landlord may reasonably request) as insureds under such bonds. Landlord shall have the same rights of review and approval with respect to permitted alterations, additions, and improvements to the Premises as described for tenant improvements in Article 7. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau or any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in organization performing a similar function. Before commencing any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenwork, Tenant shall give Landlord at least five (a5) pay all costsdays' notice of the proposed commencement date of such work and shall, expenses if required by Landlord, secure at Tenant's own cost and charges thereofexpense, (b) make the same in accordance with all applicable laws and building codes bonds, in a good form reasonably satisfactory to Landlord, for said work naming Landlord (and workmanlike manner, (csuch other persons as Landlord may reasonably request) cause as insureds under the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of bonds. All such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, additions or improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for be surrendered with the benefit of Landlord Premises, as a part thereof, at the end of the term or other expiration hereof, except that Landlord may, by notice to Tenant given at least thirty (30) days prior to the end of this Lease in as good order the term, require Tenant to remove all partitions, counters, railings and condition as they were when installed, reasonable wear the like installed by Tenant and tear exceptedto repair any damage to the Premises form such removal. In the event in the making of such Tenant shall make no alteration, improvements and additions as herein provided, Tenant further agrees addition or improvement to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting the Premises that can be seen from the undertaking exterior of the Building or making from any common area of such alterationsthe Building, improvements including without limitation window treatments, curtains, and additionsbinds.

Alterations. Tenant agrees that it will not (a) demolish make any alterations, installations, changes, ----------- replacements, additions, or undertake any improvements, structural alterations of any of the buildings or other improvements erected upon otherwise, in or otherwise comprising to the Demised Premises, or any part thereof, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised PremisesLandlord. All alterations, installations, changes, replacements, additions, or improvements and additions to upon the Demised Premises permitted to be made by Tenant hereunderwhether with or without Landlord's consent will, shall be made in accordance with all applicable laws and plans and specifications previously submitted to unless Landlord for Landlord’s approvalelects otherwise, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord Landlord, without cost to Landlord, and shall will remain for upon and be surrendered with the benefit of Landlord Demised Premises at the end expiration of the term Lease, without disturbances, molestation or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear exceptedinjury. In the event in the making of such alterationLandlord shall elect otherwise, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of then such alterations, installations, changes, replacements, additions to, or improvements upon the Demised Premises, will be removed by Tenant upon termination of this Lease or upon termination of any renewal period hereof and additionsTenant agrees to and will restore Demised Premises to the original condition, which shall be defined as the condition and the design of the space at time of acceptance of the space by Tenant, at Tenant's sole cost and expense, on or before the expiration of the term of this lease or any renewal thereof, and should Tenant fail to remove same, then in such event Landlord will cause same to be removed at Tenant's expense, and Tenant hereby agrees to reimburse Landlord for the cost of such removal, together with any and all damages which Landlord may suffer and sustain by reason of the failure of Tenant to remove the same. It is further agreed that Landlord shall have the right to enter leased area at any reasonable time with a minimum of inconvenience to Tenant for the purpose of completing, modifying, or maintaining space above, below or alongside of subject space.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costsnot permit alterations in or to the Leased Premises unless and until the plans and the contractor have been approved by Landlord in writing. As a condition of such approval, expenses Landlord may require Tenant to remove the alterations and charges thereof, (b) make restore the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause Leased Premises upon termination of this Lease to the same condition existing prior to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason installation of such alterations; otherwise, not thereby and (e) by reason of all such alterations, not thereby reduce the economic value alterations shall at Landlord’s option become a part of the Demised Premisesrealty and the property of Landlord, and shall not be removed by Tenant. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall ensure that all alterations shall be made in accordance with all applicable laws laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building and that its contractors comply with the terms and conditions of Landlord’s building standards (which Landlord agrees to furnish to Tenant upon request therefor). Upon completion of the work, Tenant shall provide lien waivers from the subcontractors or a final affidavit of lien waiver from the general contractor, and such lien waiver shall be in a form reasonably acceptable to Landlord. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record or bonded from the Project within thirty (30) days after Tenant’s actual notice of such lien filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration to the Leased Premises by Tenant and any related lien. Notwithstanding anything to the contrary above, Tenant shall have the right to make alterations to the Leased Premises without obtaining Landlord’s prior written consent provided that (i) excluding replacing carpeting and other floor coverings, such alterations do not exceed Fifty Thousand and No/100 Dollars ($50,000.00) in cost in any one instance; (ii) such alterations are non-structural in nature and do not affect the Building systems; and (iii) Tenant provides Landlord with prior written notice of its intention to make such alterations stating in reasonable detail the nature, extent and estimated cost of such alterations together with the plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at same no less than ten (10) days before the end date on which Tenant anticipates commencing construction of the term or other expiration same. Tenant shall provide Landlord with copies of this Lease in as good order the as-built plans and condition as they were when installedspecifications, reasonable wear and tear excepted. In the event in the making of such alterationincluding CAD drawings, improvements and additions as herein providedif available, Tenant further agrees to indemnify and hold harmless Landlord from and against reflecting all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements or additions as completed within fifteen (15) days after the completion thereof. Notwithstanding anything to the contrary in this Lease, Landlord shall not construct any floors above the Building or place any other improvements thereon other than as specifically provided in the Plans and additionsSpecifications.

Alterations. Tenant agrees that it will not shall make no alterations, installations, changes or additions in or to the Premises or the Project (acollectively, "ALTERATIONS") demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the Landlord's prior written consent of consent. Any Alterations approved by Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to must be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same performed in accordance with the terms hereof, using only contractors or mechanics approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all applicable laws necessary approvals and building codes permits pertaining to any Alterations. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, (c) cause the same in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to be performed by qualified contractors who a valid building permit, and in conformance with Landlord's construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not create commence any labor work with respect to such Alterations prior to such date. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (the "COSMETIC ALTERATIONS") without Landlord's consent, provided that the aggregate cost of any such alterations does not exceed [***], and further provided that such alterations do not (i) require any structural or other disturbance substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Project, and (iii) affect the exterior appearance of the Project. Tenant shall give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 9. Tenant hereby agrees to indemnify, defend, and hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims request of Tenant in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsany Alterations.

Alterations. Tenant agrees that it will shall not (a) demolish permit alterations in or undertake any to the Leased Premises unless and until the plans have been approved by Landlord in writing, which approval as to interior non-structural alterations shall not be unreasonably withheld, conditioned or delayed. As a condition of any such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of the buildings or other improvements erected upon or otherwise comprising realty and the Demised Premisesproperty of Landlord, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesshall not be removed by Tenant. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay ensure that all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, alterations shall be made in accordance with all applicable laws laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys' fees in connection with any construction or alteration under this Section 7.03, not performed by Landlord or an affiliate, and any related lien. Notwithstanding anything contained herein to the contrary, Tenant shall have the right, without Landlord's consent, and in compliance with all other provisions of this Section, to make any non-structural alterations to the Leased Premises which do not materially impact the Building's mechanical or electrical systems, and the aggregate cost of which does not exceed Fifty Thousand Dollars ($50,000.00) per project for a total project cost not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) per year, provided that Tenant gives Landlord fifteen (15) business days prior written notice of any such alteration, along with copies of all plans and specifications previously submitted to Landlord for relating thereto and complies with Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold 's reasonable and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionscustomary procedures.

Alterations. Tenant agrees that it will not make any alteration to the Premises or any part thereof without first obtaining Landlord’s written approval of such alteration. In the absence of an agreement to the contrary, any alterations and other improvements and any equipment, machinery, furniture, furnishings, and other property installed or located in the Premises or the Building by or on behalf of Landlord as defined hereinbelow) (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have immediately become the property of Landlord and (b) shall remain for upon and be surrendered to Landlord with the benefit of Landlord Premises as a part thereof at the end of the term Term; provided, however, that if Tenant is not in default under this Lease, Tenant shall have the right to remove, prior to the end of the Term, Tenant’s Personal Property, and provided, further, that if the Landlord should elect that any alterations be removed, at the end of the Term, Tenant shall cause the same to be removed at Tenant’s expense or reimburse Landlord for doing so. “Tenant’s Personal Property” shall mean all equipment, machinery, improvements, furniture, furnishings and/or other property now or hereafter installed or placed in or on the Premises by and at the sole expense of Tenant with respect to which Tenant has not been granted any credit or allowance by Landlord, and which (i) is not used, or was not procured for use, in connection with the operation, maintenance or protection of the Premises or the Building, (ii) is removable without damage to the Premises or the Building, and (iii) is not a replacement of any property of Landlord, whether such replacement is made at Tenant’s expense or otherwise. Notwithstanding any other provision of this Lease, Tenant’s Personal Property shall not include any alterations, or any improvements or other expiration property installed or placed in or on the Premises as part of this Lease in as good order and condition as they were when installedLandlord’s Work, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, whether or resulting from the undertaking or making of not any such alterations, improvements and additionsimprovements, or other property were at Tenant’s expense.

Alterations. Tenant agrees that it will Except as set forth in Exhibit A, LESSEE shall not (a) demolish or undertake any make structural alterations or additions of any kind to the Leased Premises, but may make nonstructural alterations provided XXXXXX consents thereto in advance in writing, which consent shall not be unreasonably withheld provided said alterations are consistent in appearance and quality with the rest of the buildings or other improvements erected upon or otherwise comprising the Demised PremisesBuilding and Property. However, without the prior written consent of Landlord or (b) make XXXXXX shall not be obligated to approve any other such alterations which would change subject LESSOR to additional expense to readapt or prepare the character Leased Premises for re-leasing upon the termination of the buildings or other improvements comprising the Demised Premises this Lease or which would weaken, impair increase the Operating Expenses or otherwise in any way affect the structural aspects of integrity of or lessen the value Real Estate Tax Expenses of the Demised Premises and/or the buildings Property. All such allowed alterations shall be at LESSEE's sole risk and other improvements comprising the Demised Premises. With respect to any alterations permitted to expense, shall conform with LESSOR's construction specifications, shall be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same performed in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who and shall not create comply with all applicable codes and regulations. If XXXXXX performs any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims services for LESSEE in connection with such alterations or otherwise, any just invoice will be considered additional rent and will be promptly paid. LESSEE shall not permit any mechanics' liens, or similar liens, to remain upon the making thereof Leased Premises in connection with work of any character performed at the direction of LESSEE and shall cause any such lien to be released or removed without cost to LESSOR within ten (e10) days of written request by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value XXXXXX. Any alterations or improvements shall become part of the Demised Premises. All alterations, improvements real estate and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord LESSOR. LESSEE shall remove any alteration or addition made by it and shall remain for restore the benefit of Landlord at Leased Premises and other affected area(s), if any, to the end of the term or other expiration of this Lease in as good order and same condition as they were when installedin on the Lease Commencement Date upon the expiration or termination of this Lease if LESSOR so directs, reasonable wear unless prior written approval for the alterations was granted by XXXXXX. Any alterations completed by LESSOR shall be `building standard" unless noted otherwise. LESSOR shall have the right at any time to change the arrangement and tear excepted. In layout of parking areas, stairs, walkways, common areas and other areas of the event in Property not contained within the making Leased Premises, to install, repair, replace, remove, use, maintain and relocate for service to the Leased Premises and to other parts of the Property, pipes, ducts, conduits, wires and appurtenant fixtures wherever located inside or outside of the Building and the Property, to change the boundaries of the lot upon which the Building is located, to construct additions to existing buildings on the Property, and to construct additional buildings and improvements on the Property, LESSOR hereby agreeing that any such alteration, improvements and additions as herein provided, Tenant further agrees alterations shall not unreasonably reduce LESSEE's access to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, the Leased Premises or resulting from unreasonably inconvenience the undertaking operation of LESSEE's business on the Leased Premises or making of such alterations, improvements and additionsLESSEE's employees or invitees.

Alterations. Tenant agrees that it will shall not (a) demolish make or undertake perform, or permit the making or performance of, any structural alterations of any of the buildings alterations, installations, improvements, additions or other improvements erected upon physical changes in or otherwise comprising about the Demised PremisesLeased Premises (referred to collectively as "Alterations") without Landlord's prior written consent, without which consent shall not be unreasonably withheld, conditioned or delayed. All plans, specifications and details for such Alterations, and all contractors performing the Alterations are subject to the prior written consent approval of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weakenLandlord, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted not to be unreasonably withheld, conditioned or delayed. In the event Landlord grants such consent and permits Tenant to contract out such work, such Alterations shall be made and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant's sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time designate; (ii) all Alterations shall be performed by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses adequately insured contractors approved by Landlord and charges thereof, (b) make the same in a good and workmanlike manner in accordance with all applicable laws Legal Requirements, and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who Tenant shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liensclaims, claims liens and damages arising out of, to person or property resulting from the undertaking or making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and additionsmechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord's reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not commence any such Alteration without first obtaining Landlord's written approval of such plans and specifications; (vi) all Alterations in or to the electrical facilities in or serving the Leased Premises shall be subject to the provisions of Section 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord's approval of plans and specifications for any Alteration, all Alterations shall be made and performed in full compliance with all Legal Requirements and in accordance with the Rules and Regulations; and (viii) all materials and equipment to be incorporated in the Leased Premises as a result of all Alterations shall be of good quality. If building or other permits from governmental authorities are required for any Alterations, Tenant shall obtain such permits and deliver copies thereof to Landlord before work on such Alterations is begun. After any Alterations are completed, Tenant shall cause all required governmental inspections of the Alterations to be made and shall deliver to Landlord a copy of the inspection report and one complete set of the "as built" plans for such Alterations.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural All improvements and alterations of any of to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Leased Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenshall be installed at the cost and expense of Tenant (which cost shall be payable on demand by Landlord as additional rent), Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same but only in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications which have been previously submitted to and approved in writing by Landlord, and only by Landlord for Landlord’s approval, or by contractors and subcontractors approved in writing by Landlord (which approval shall not be unreasonably withheld withheld). In connection with any request for an approval of alterations by Tenant, Landlord may retain the services of an architect and/or engineer and Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer. All alterations, additions, improvements and partitions erected by Tenant shall be and remain the property of Tenant during the term of this Lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all alterations, improvements and partitions erected by Tenant made after Lease Commencement and restore the Leased Premises to its original condition by the date of termination of this Lease or delayedupon earlier vacating of the Leased Premises; provided, andhowever, except for removable trade fixturesthat, if at such time Landlord so elects, such alterations, additions, improvements and partitions shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end as of the term or other expiration date of termination of this Lease or upon earlier vacating of the Leased Premises and title shall pass to Landlord under this Lease as by a xxxx of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors approved in writing by Landlord so as good order not to damage the primary structure or structural qualities of the Building. All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all governmental laws, ordinances, rules and condition regulations and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as they were when installedLandlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', reasonable wear laborers', materialmen's or other liens. As of the Effective Date, Tenant shall be allowed to maintain its signage located on the North side of the exterior of the building as well as interior signs in the first and tear exceptedthird floor lobbies, provided that (i) any and all costs to maintain said signs will be paid solely by Tenant, and (ii) upon not less than thirty (30) days notice, Tenant shall at its sole cost and expense remove the exterior sign from the Building and repair any and all damage to the Building caused by such removal. In the event in Landlord is installing exterior signage at the making time it delivers notice to Tenant to remove its sign, Landlord agrees to pay one-half of such alterationthe cost of the lift required for the removal of Tenant's sign. Upon the expiration of this Lease, improvements any remaining signs will be removed by Tenant at Tenant's sole expense and additions shall remain the property of Tenant. Except as herein providedexpressly set forth herein, Tenant further agrees shall have no right to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, install any signage on the Property or resulting from the undertaking interior or making exterior of such alterations, improvements and additionsthe Building.

Alterations. Tenant agrees that it will shall not (a) demolish permit material alterations in or undertake any structural alterations to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premisessuch approval, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With with respect to any specialty alterations permitted (such as private bathrooms, raised computer floors, mezzanines, built-in filing systems and other non-standard office installations) Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord, and shall not be made removed by Tenant pursuant to this Article Ten, Tenant. Tenant shall (a) pay ensure that all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, alterations shall be made in accordance with all applicable laws laws, regulations and plans building codes, in a good and specifications previously submitted workmanlike manner and of quality equal to Landlord or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except consent to the creation of any lien. If any lien is filed against the Leased Premises for removable trade fixtures, shall at once when made or installed be deemed work claimed to have attached to the freehold and been done for or material claimed to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein providedbeen furnished to Tenant, Tenant further agrees shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify and hold harmless Landlord from and against all costs, expenseslosses, liensexpenses and attorneys’ fees in connection with any construction or alteration and any related lien. Tenant agrees that at Landlord’s option, claims and damages arising out ofLandlord or a subsidiary or affiliate of Landlord, who shall receive a fee as Landlord’s construction manager or resulting from general contractor, shall perform or cause to be performed all work on any structural or building-system alterations to the undertaking or making of such alterations, improvements and additionsLeased Premises.

Alterations. With the exception of the Tenant agrees Improvements, Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing; provided, however, that it will not Tenant shall have the right to make alterations to the Leased Premises, without obtaining Landlord’s prior written consent provided that (a) demolish or undertake such alterations do not exceed Twenty Thousand and No/100 Dollars ($20,000.00) in cost in any structural alterations of any of one instance and Two Hundred Thousand and No/100 Dollars ($200,000.00) in cost in the buildings or other improvements erected upon or otherwise comprising aggregate during the Demised Premises, without the prior written consent of Landlord or Lease Term; (b) make any other such alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise are non-structural and non-mechanical in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, nature; (c) cause the same to be performed by qualified contractors who shall such alterations do not create any labor or other disturbance at the Demised Premises while performing same, require a permit; (d) fully Tenant provides Landlord with prior written notice of its intention to make such alterations, stating in reasonable detail the nature, extent and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection estimated cost of such alterations, together with the making thereof plans and specifications for the same, to the extent applicable, and (e) by reason at Landlord’s option, Tenant must remove such alterations and restore the Leased Premises upon termination of this Lease. As a condition of such alterationsapproval, not thereby Landlord may require Tenant to remove the alterations and (e) by reason restore the Leased Premises upon termination of this Lease; otherwise, all such alterations, not thereby reduce the economic value alterations shall at Landlord’s option become a part of the Demised Premisesrealty and the property of Landlord, and shall not be removed by Tenant. All alterations, improvements and additions Notwithstanding anything contained herein to the Demised Premises permitted contrary, Tenant shall have no obligation hereunder to be remove any of the Tenant Improvements or to otherwise remove any other alterations or improvements which have been made by Tenant hereunderwith the express written consent of Landlord, unless, at the time of granting such consent, Landlord has expressly required the removal of any such proposed alterations or improvements as a condition to granting such consent. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws laws, regulations and plans building codes, in a good and specifications previously submitted workmanlike manner and of quality equal to Landlord or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except consent to the creation of any lien. If any lien is filed against the Leased Premises for removable trade fixtures, shall at once when made or installed be deemed work claimed to have attached to the freehold and been done for or material claimed to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein providedbeen furnished to Tenant, Tenant further agrees shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify and hold harmless Landlord from and against all costs, expenseslosses, liensexpenses and attorneys’ fees in connection with any construction or alteration and any related lien. Tenant agrees that at Landlord’s option, claims Duke Construction Limited Partnership or a subsidiary or affiliate of Landlord, shall have the right to bid to perform all work on any alterations to the Leased Premises that require Landlord’s consent, provided that Duke Construction Limited Partnership or such other subsidiary or affiliate of Landlord that Landlord elects to do the work shall have the skills and damages arising out of, or resulting from experience necessary to perform the undertaking or making of such alterations, improvements work and additionsshall be competitively priced.

Alterations. Except as set forth on Exhibit “C” attached hereto, Tenant agrees that it will shall not without first obtaining Landlord’s written approval: (a) demolish make or undertake cause to be made any structural alterations of alterations, additions, or improvements to the Leased Premises (collectively, “Alterations”) (b) install or cause to be installed any of the buildings fixtures, signs, floor coverings, interior or other improvements erected upon exterior lighting, plumbing fixtures, shades or otherwise comprising the Demised Premises, without the prior written consent of Landlord awnings; or (bc) make any other alterations Alterations to the Leased Premises without first obtaining Landlord’s written approval. Tenant may, without Landlord’s consent, make interior non-structural Alterations which would change do not affect the character mechanical, electrical, plumbing or life safety systems of the buildings Building so long as the cost of all such Alterations in a twelve (12) month period do not exceed $10,000. The foregoing notwithstanding, if the proposed Alterations are, in Landlord’s judgment, likely to affect the structure of the Building or other improvements comprising the Demised Premises electrical, plumbing, life safety or which would weaken, impair HVAC systems or otherwise in any way affect the structural aspects of integrity of or lessen adversely impact the value of the Demised Building, such consent may be withheld at the sole and absolute discretion of Landlord; except for the foregoing, Landlord’s approval shall not be unreasonably withheld. Tenant shall present to Landlord plans and specifications for all Alterations at the time approval is sought. In the event Landlord consents to the making of any Alterations to the Leased Premises and/or by Tenant, the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to same shall be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses at Tenant’s sole cost and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premisesexpense. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, such work shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for done only by contractors or mechanics approved by Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, withheld. All such work with respect to any Alterations shall at once when made or installed be deemed to have attached to the freehold done lien free and to have become the property of Landlord in a good and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order workmanlike manner and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.diligently

Alterations. Tenant agrees that it will not shall make no alterations, additions or improvements (acollectively and individually, “Alterations”) demolish or undertake any structural alterations of any to the Premises (including the roof of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Building) without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised PremisesLandlord. With respect to any alterations permitted to be made by Tenant pursuant to this Article TenIn all cases, Tenant shall provide Landlord with written notice prior to performing any Alteration. Landlord’s consent may be granted or withheld by Landlord in its reasonable discretion. Landlord shall respond to Tenant’s request to make Alterations within thirty (a30) pay days after receipt of such request, as long as the request includes reasonably detailed plans and specifications (as described below) and Landlord’s failure to object to any proposed Alterations within such time period shall be deemed approval of such Alterations. Tenant shall obtain all costs, expenses required permits for the Alterations and charges thereof, (b) make shall perform the same Alterations in accordance compliance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanicApplicable Law. Any request for Landlord’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, consent shall be made in accordance with all applicable laws writing and shall contain architectural plans and specifications previously submitted describing the work in detail reasonably satisfactory to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable . All Alterations affixed to the Premises (excluding trade fixtures, ) shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for be surrendered with the benefit of Landlord Premises at the end of the term or other expiration Term, unless Landlord notifies Tenant that such Alterations must be removed by written notice delivered to Tenant at the time that Landlord approves of this Lease such Alterations or, in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event Landlord’s approval of such Alterations is not required hereunder, within thirty (30) days following the date on which Tenant provides Landlord with written notice of such Alterations. Landlord shall oversee all Alterations performed pursuant to this Section 7.3 by either Tenant or the Services Company, and Tenant shall pay Landlord as compensation for its efforts a non-refundable management fee in the making amount of fifteen percent (15%) of the cost and expense incurred by Tenant and/or Services Company in connection with such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsAlterations no later than ten (10) days after written demand thereof.

Alterations. 9.1. Tenant agrees that it will shall not make any alterations, additions or improvements in or to the Premises or engage in any construction, demolition, reconstruction, renovation or other work (awhether major or minor) demolish or undertake any structural alterations of any of kind in, at or serving the buildings or other improvements erected upon or otherwise comprising the Demised PremisesPremises ("Alterations"), without the obtaining Landlord's prior written consent of Landlord (not to be unreasonably withheld, conditioned or (b) delayed), except Tenant may make any other alterations which would change non-structural Alterations to the character interior of the buildings Premises (excluding the roof) without such consent but upon at least ten (10) days' prior notice to Landlord, provided that the cost thereof does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) per occurrence or other improvements comprising an aggregate amount of Five Hundred Thousand Dollars ($500,000.00) annually. Notwithstanding the Demised Premises foregoing, Tenant will not do anything that could have a material adverse effect on the Building or which would weakenlife safety systems, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value without obtaining Landlord's prior written consent. Any such improvements, excepting movable furniture, trade fixtures and equipment, shall become part of the Demised Premises and/or the buildings realty and other belong to Landlord. All alterations and improvements comprising the Demised Premises. With respect to any alterations shall be properly permitted to be made and installed at Tenant's sole cost, by Tenant pursuant to this Article Tena licensed contractor, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause and in conformity with all Applicable Laws. Any alterations that Tenant shall desire to make and which require the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless consent of Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made presented to Landlord in accordance written form with detailed plans. Tenant shall: (i) acquire all applicable laws governmental permits; (ii) furnish Landlord with copies of both the permits and the plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to least thirty (30) days before the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end commencement of the term or other expiration work, and (iii) comply with all conditions of this Lease said permits in as a prompt and expeditious manner. Any alterations shall be performed in a workmanlike manner with good order and condition as they were when installed, reasonable wear and tear exceptedsufficient materials. In the event in the making Upon completion of such alteration, improvements and additions as herein providedany Alterations, Tenant further agrees to indemnify shall promptly upon completion furnish Landlord with a reproducible copy of as-built drawings and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsspecifications for any Alterations.

Alterations. Tenant agrees shall not make any Alterations without obtaining Landlord’s prior written consent, except that it will Tenant may make interior, non-structural Alterations without such consent upon at least fifteen (15) days’ prior notice to Landlord, provided that the cost thereof does not exceed an aggregate amount of Fifty Thousand and 00/100 Dollars (a$50,000.00) demolish or undertake annually. Any Alterations requiring Landlord’s consent shall be presented to Landlord in written form with detailed plans. In connection with any structural alterations Alterations, Tenant shall, at Tenant’s sole cost and expense: (i) acquire all applicable governmental permits; (ii) furnish Landlord with copies of both the permits and the plans and specifications at least fifteen (15) days before the commencement of the work, (iii) comply with all conditions of said permits in a prompt and expeditious manner and (iv) secure full and final waivers of all liens affecting the Premises. All Alterations shall be performed in a workmanlike manner with good and sufficient materials. Upon completion of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article TenAlterations, Tenant shall, at Tenant’s sole cost and expense, promptly upon completion, furnish Landlord with a reproducible copy of as-built drawings and specifications for any Alterations. Any Tenant Work for any Alterations shall (a) pay all costs, expenses be done at Tenant’s sole cost and charges thereof, (b) make the same expense in accordance with all applicable laws Laws and building codes in a good and workmanlike manner. Landlord shall cooperate at no out of pocket cost to Landlord in securing any necessary permits and approvals with respect to the Alterations. All Alterations which may be made on the Premises shall, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens expiration or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value termination of the Demised Premises. All alterationsTerm, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and remain upon and be surrendered with the Premises. Tenant shall remain reimburse Landlord for its reasonable, actual out-of-pocket costs incurred in connection with its review of plans, specifications and other materials for any Alterations made by Tenant within ten (10) days of Tenant’s receipt of an invoice for such costs from Landlord. Notwithstanding anything to the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event contrary in the making Lease, in no event shall Landlord take possession, custody or control of any regulated property or assets of Tenant that would require Landlord to be authorized to do so under the Act, unless Landlord is actually authorized to do so or, in the alternative, so appoints a third party designee or assignee (actually authorized and so confirmed by the Regulator) to enforce such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsrights hereunder.

Alterations. During the Term, Tenant agrees that it will not shall have the right, at its discretion and its sole cost, without Landlord's consent, to make (ai) demolish any alterations or undertake any structural alterations of any modifications to the interior of the buildings Building necessary or other improvements erected upon or otherwise comprising desirable in order to bring the Demised Premises, without Premises into conformity with Tenant's then-current prototype for similarly sized stores (provided same complies with the prior written consent of Landlord or (b) make any other alterations which would change the character regulations of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way City of Chico and does not affect the structural aspects of integrity of the Building) and (ii) any interior non-structural alterations or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesmodifications it may desire. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval's consent, which approval shall not be unreasonably withheld withheld, conditioned or delayed, andTenant shall have the right, except at its sole cost, to alter, modify or reconstruct the exterior and/or structure of the Building or Other Improvements. Landlord's withholding of consent as to any exterior and/or structural alteration or modification shall be deemed reasonable only if same is materially inconsistent with the then-existing architecture of the Shopping Center or if such alteration or modification would increase the ground floor gross leasable square footage of the Building, add an additional story to the Building, result in the Building extending higher than thirty (30) feet above the ground, adversely affect the structural integrity of the Building or if Landlord's Mortgagee's consent is required to the alteration and if such Mortgagee fails or refuses to grant such approval. Tenant shall cause all such alterations to be lien-free (in accordance with paragraph 13) and made and completed at Tenant's cost in a workmanlike manner and in compliance with all applicable law. Should Landlord's consent be required, conceptual plans and specifications for removable trade fixtures, such work shall at once when made or installed be provided to Landlord prior to commencement of any such work. Landlord shall be deemed to have attached consented to such work if written notice of disapproval, with reasons specified, is not received by Tenant within fifteen (15) business days following Tenant's delivery of such plans and specifications to Landlord. Without cost or expense to Landlord, Landlord shall cooperate with Tenant in the freehold obtaining of any and to have become the property all licenses, building permits, certificates of Landlord and shall remain for the benefit of Landlord at the end of the term occupancy or other expiration of this Lease governmental approvals which may be required in as good order with any such modifications or alterations, and condition as they were when installedLandlord shall execute, reasonable wear acknowledge and tear excepted. In the event deliver any documents reasonably required in the making furtherance of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionspurposes.

Alterations. Tenant agrees that it will Borrower shall not (a) alter, remove or demolish or undertake permit the alteration, removal or demolition of, any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make Improvement except as the same may be necessary in connection with (i) a Restoration in connection with a taking or casualty in accordance with all applicable laws the terms and building codes in a good and workmanlike mannerconditions of the Agreement, (cii) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made Required Capital Improvements in accordance with the terms and conditions of the Agreement and (iii) other Alterations permitted in accordance with the terms and conditions of this Section 7.14. If no Event of Default exists, Borrower may undertake any alteration, improvement, demolition or removal of Improvements or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (1) Borrower provides Lender with at least thirty (30) days’ prior notice of any such Alteration, (2) such Alteration is undertaken in accordance with the applicable provisions of this Agreement, is not prohibited by, and is in full compliance with, and does not violate, any Material Contracts or Legal Requirements and does not, during Construction and upon completion, have a Material Adverse Effect, (3) Borrower provides Lender with evidence, satisfactory to Lender, that Borrower has sufficient funds to complete and pay all applicable laws of the costs of the Alterations, (4) such Alteration does not eliminate or materially modify any amenity (e.g., health club) available to tenants and their employees or customers, (5) such Alteration is in the nature of (x) Required Capital Improvements permitted under this Agreement, (y) a Restoration required or permitted under the Agreement or (z) if not in the nature of the Alterations contemplated by (x) or (y), such Alteration has been consented to by Lender (such consent will not be unreasonably withheld, conditioned or delayed in the case of Alterations the cost of which, as estimated by Lender, does not exceed $50,000) and (6) prior to commencement and from time to time upon request from Lender, Borrower delivers an Officer’s Certificate certifying that conditions (1)-(5), inclusive, have been satisfied. Any Alteration shall, unless Lender otherwise approves or the Agreement otherwise provides, be conducted under the supervision of an independent architect approved by Lender (an “Independent Architect”). No Alteration shall be undertaken until Lender has approved plans and specifications previously submitted and cost estimates for the Alterations, prepared by such Independent Architect or another Person approved by Lender, such approvals not to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached . Notwithstanding anything contained in this Section 7.14 to the freehold contrary, Borrower shall have the right to make non-structural Alterations to the Improvements, the cost of which does not exceed $500,000 per Alteration, without Lender’s consent and without complying with clauses (3)-(5) set forth above; provided, however, that Borrower shall provide Lender with prior written notice at least ten (10) days prior to commencing such Alteration and prior to commencing any permitted Alteration, Borrower shall have become the property of Landlord and shall remain for the benefit of Landlord at the end delivered to Lender a copy of the term or other expiration of this Lease in as good order proposed plans and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of specifications for such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsAlteration.

Alterations. Tenant agrees that it will not (a) demolish Tenant shall not make any alterations to or undertake any structural alterations of any modifications of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or construct any improvements within the Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which would weakenapproval may be withheld in Landlord's sole discretion. All such modifications, impair alterations or otherwise in any way affect the structural aspects of integrity of improvements, once so approved, shall be made, constructed or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made installed by Tenant pursuant to this Article Tenat Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same be done in accordance with all applicable laws Laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who manner using new or like-new materials of good quality. Tenant shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in commence the making of any such alterationmodifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, improvements (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at lease five business days prior written notice of its intention to commence such work so that Landlord may post and additions as herein providedfile notices of non-responsibility, and (iv) if requested by Landlord, Tenant further agrees shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to indemnify and hold harmless Landlord from and against all costsin its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Paragraph 20. In no event shall Tenant make any modification, expensesalterations or improvements whatsoever to the Common Areas or the exterior or structural components of the Building including, lienswithout limitation, claims and damages arising out ofany cuts or penetrations in the floor, roof or exterior walls of the Premises. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or resulting from the undertaking or making of such alterations, improvements and additionslike.

Alterations. Other than the Tenant agrees that it will not Improvements, Tenant shall make no further alterations, additions or improvements (asometimes referred to in this Paragraph collectively as “Alterations”) demolish or undertake any structural alterations of any of to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, Premises without the Landlord’s prior written consent of Landlord or (b) make any other alterations which would change as provided herein and without a valid building permit issued by the character appropriate governmental agency. Tenant shall submit to Landlord, for Landlord’s written approval, a written description of the buildings or other improvements comprising the Demised Premises or which would weakenAlterations that Tenant proposes to perform, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenall applications for permits for such Alterations, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and detailed plans and specifications previously submitted to for Alterations constituting Major Alterations, and such other information regarding the intended Alterations as Landlord may reasonably require, and no request for Landlord’s approvalconsent to Alterations shall be deemed complete until such information is delivered. To the extent that any alterations, which approval additions or improvements to the Premises constitute “Major Alterations” (as defined below), Landlord may withhold its consent in Landlord’s sole and absolute discretion; otherwise, Landlord’s consent to any alterations, additions or improvements to the Premises other than Major Alterations shall not be unreasonably withheld withheld, conditioned or delayed. As used herein, and“Major Alterations” shall mean any alterations, except for removable trade additions or improvements (i) which are visible from outside the Premises and/or Building (including design and aesthetic changes), and/or (ii) to the exterior of the Building, the roof of the Building, the heating, ventilation and/or air conditioning systems serving the Premises, the fire sprinkler, plumbing, electrical, mechanical and/or any other systems serving the Premises, any interior, load-bearing walls, the foundation and/or the slab of the Building. Tenant shall notify Landlord in writing at least fifteen (15) days prior to commencement of any work to enable Landlord to post a Notice of Non-Responsibility or other notice deemed proper before the commencement of work. Any and all such alterations, additions or improvements shall comply with all Applicable Laws including, without limitation, obtaining any required permits or other governmental approvals. In addition, all Alterations shall be performed only by licensed contractors and subcontractors and shall be performed in strict compliance with all permits, any plans and specifications approved by Landlord, and all conditions to Landlord’s approval. Tenant shall cause its contractors and subcontractors to maintain insurance reasonably acceptable to Landlord. Upon termination of this Lease, any alterations, additions and improvements (including without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures, ) made by Tenant shall at once when made become part of the realty and belong to Landlord unless the terms of the applicable consent provide otherwise, or installed unless at the time of the applicable consent Landlord requests that part or all of the additions, alterations or improvements be deemed to have attached removed. In such case, Tenant, at its sole cost and expense, shall promptly remove the specified additions, alterations or improvements and shall fully repair and restore the relevant portion(s) of the Premises to the freehold condition in which Tenant is otherwise required to surrender the Premises under Paragraph 17.1. Notwithstanding the foregoing or anything in this Lease to the contrary, with respect to the Tenant Improvements and subsequent Alterations (unless Landlord’s applicable consent provides otherwise), Tenant shall only be required to have become remove alterations, additions and improvements that are not consistent with general office use (including, without limitation, laboratory related alterations, additions and improvements and restore the property of Landlord and shall remain for the benefit of Landlord at the end applicable portions of the term or other expiration Premises to their original condition upon termination of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsLease.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural All improvements and alterations of any of to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Leased Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenshall be installed at the cost and expense of Tenant (which cost shall be payable on demand by Landlord as additional rent), Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same but only in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications which have been previously submitted to and approved in writing by Landlord, and only by Landlord for Landlord’s approval, or by contractors and subcontractors approved in writing by Landlord (which approval shall not be unreasonably withheld withheld). In connection with any request for an approval of alterations by Tenant, Landlord may retain the services of an architect and/or engineer and Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer. All alterations, additions, improvements and partitions erected by Tenant shall be and remain the property of Tenant during the term of this Lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all alterations, improvements and partitions erected by Tenant and restore the Leased Premises to its original condition by the date of termination of this Lease or delayedupon earlier vacating of the Leased Premises; provided, andhowever, except for removable trade fixturesthat, if at such time Landlord so elects, such alterations, additions, improvements and partitions shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end as of the term or other expiration date of termination of this Lease or upon earlier vacating of the Leased Premises and title shall pass to Landlord under this Lease as by a xxxx of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors approved in writing by Landlord so as good order and condition as they were when installed, reasonable wear and tear exceptednot to damage the primary structure or structural qualities of the Building. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all governmental laws, ordinances, rules and additionsregulations and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's or other liens.

Alterations. For purposes of this Lease, any physical improvement, addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "ALTERATION." Tenant agrees or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration consists of the demolition of the Building and reconstruction of a new prototypical building so long as: (A) the new building is constructed in compliance with applicable codes and Permitted Exceptions, (B) Tenant continues to pay Rent, (C) construction is completed within nine (9) months following demolition of the Building, subject to extension for force majeure events, (D) Landlord has approved in advance the construction budget (which shall include a contingency) for the new building, such approval not to be unreasonably withheld, delayed or conditioned, and (E) either (y) in the case where the Guaranty is in full force and effect prior to demolition Tenant has provided Landlord with a commercially reasonable completion bond for the project or such other assurance of performance as Landlord may reasonably accept, or (z) prior to demolition the Tenant deposits with Landlord cash (the "Deposit") sufficient to construct the building and improvement pursuant to the approved budget, with the Deposit being disbursed pursuant to the Landlord's then current construction disbursement procedures; (ii) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building, and (iii) in the case of any Alteration other than those permitted under clause (ii) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that it will such Alteration does not (aA) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen diminish the value of the Demised Premises and/or (including, by way of example only, but without limitation, by diminishing the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value utility of the Demised PremisesImprovements for use as a restaurant or diminishing the useful life of the Improvements, except to a de minimis extent, or (B) adversely affect any structural component of the Building. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, Every Alteration shall be made in accordance with all applicable laws laws, legal requirements and plans and specifications previously submitted the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord’s 's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (7) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to approved the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsAlterations proposed by Tenant.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article TenExcept as hereinafter expressly provided, Tenant shall (a) pay all costsmake no improvements, expenses and charges thereof, (b) make the same changes or alterations in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for (“Alterations”) without Landlord’s prior approval, which approval shall not be unreasonably withheld withheld, conditioned, or delayed. Notwithstanding the foregoing, andLandlord’s approval shall not be required for (x) minor Alterations which are purely decorative in nature such as wallpapering, except for removable trade fixturesmillwork, painting and carpeting (collectively, “Decorative Alterations”) and (y) Non-Material Alterations; provided, that (A) with respect to Decorative Alterations and Non-Material Alterations, Tenant shall deliver notice thereof to Landlord at once when made or installed be deemed to have attached least 10 Business Days prior to the freehold commencement thereof, including detailed plans and specifications for any Non-Material Alteration (except to have become the property extent the relevant Non-Material Alteration is of Landlord such a minor nature that it would not be customary industry practice for landlords of First Class Office Buildings to require their tenants to prepare plans and/or specifications for such work) and (B) Tenant shall remain for adhere to the benefit other applicable requirements of Landlord at this Section 4.02. “Non-Material Alteration” means Alterations that (i) are limited to the end interior of the term Premises and do not affect the exterior (including the appearance) of the Building or any portion thereof, (ii) are not structural and do not adversely affect the strength of the Building or any portion thereof, (iii) do not affect the usage or the functioning of any of the Building systems, (iv) do not affect other expiration tenants or occupants of this Lease in as good order and condition as they were when installedthe Building, reasonable wear and tear excepted. In (v) do not require a change to the event in the making Building’s certificate of such alterationoccupancy, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting (vi) do not require a permit from the undertaking or making New York City Department of such alterationsBuildings and (vii) do not exceed the Non-Material Alterations Cap. The “Non-Material Alterations Cap” means an aggregate of $100,000 per full floor of the Premises for all Non-Material Alterations performed by Tenant in any rolling 12-month period, improvements and additionsSubject to CPI Increases (as hereinafter defined).

Alterations. Except as set forth on Exhibit “C” attached hereto, Tenant agrees that it will shall not without first obtaining Landlord’s written approval: (a) demolish make or undertake cause to be made any structural alterations of alterations, additions, or improvements (collectively, “Alterations”); (b) install or cause to be installed any of the buildings fixtures, signs, floor coverings, interior or other improvements erected upon exterior lighting, plumbing fixtures, shades or otherwise comprising the Demised Premises, without the prior written consent of Landlord awnings; or (bc) make any other alterations which would change changes to the character Leased Premises without first obtaining Landlord’s written approval. The foregoing notwithstanding, if the proposed Alteration is, in Landlord’s judgment, (a) likely to affect the structure of the buildings Building or other improvements comprising the Demised Premises electrical, plumbing, life safety or which would weaken, impair HVAC systems or otherwise in any way affect the structural aspects of integrity of or lessen adversely impacts the value of the Demised Building, (b) does not comply with applicable laws, (c) affects the exterior of the Leased Premises, (d) violates any existing covenants, conditions or restrictions affecting the Property or violates Landlord’s loan documents, or (e) would unreasonably interfere with the normal business operations of other tenants in the Building, if any, such consent may be withheld at the sole and absolute discretion of Landlord; except for the foregoing, Landlord’s approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall present to Landlord plans and specifications for such work at the time approval is sought. In the event Landlord consents to the making of any Alterations to the Leased Premises and/or by Tenant, the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to same shall be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses at Tenant’s sole cost and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premisesexpense. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, such work shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for done only by contractors or mechanics approved by Landlord’s approval, which approval shall not be unreasonably withheld or delayed, andwithheld. All such work with respect to any Alterations shall be done in a good and workmanlike manner and diligently prosecuted to completion such that, except for removable trade fixturesas absolutely necessary during the course of such work, the Leased Premises shall at all times be a complete operating unit. Any such Alterations shall be performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the work or any such alterations, additions, or changes, Tenant shall have the same performed in such a manner as not to obstruct access to any portion of the Building. Any Alterations to or of the Leased Premises, including, but not limited to, wallcovering, paneling, and built‑in cabinet work, but excepting movable furniture and equipment, shall at once when made or installed become a part of the realty and shall be deemed surrendered with the Leased Premises unless Landlord otherwise elects at the time permission is granted to have attached Tenant to install such items. Notwithstanding anything herein to the freehold contrary, with respect to any non-structural alteration which (i) does not affect any Building system or any portion of the Building outside the Leased Premises and to have become (ii) does not cost more than $25,000 in the property aggregate in a twelve (12) month period, the consent of Landlord and shall remain for the benefit of will not be required, provided Landlord receives at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsleast 10 days advance notice thereof.

Alterations. Except for the initial Tenant agrees that it will not Improvements and Non-Material Alterations (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenas defined below), Tenant shall not make alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor and the general contractor that will be engaged by Tenant to perform such alterations. Landlord shall notify Tenant of its approval or disapproval of Tenant’s alterations within ten (a10) pay business days after notice from Tenant specifying the proposed alteration and delivery of plans and specifications detailing same. Landlord shall not unreasonably withhold, delay, or condition approval for any alterations, additions, or improvements in or to the Leased Premises or Building. As a condition of such approval (and at the time of such approval), Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all costssuch alterations shall at Landlord’s option become a part of the realty and the property of Landlord at the expiration or earlier termination of this Lease, expenses and charges thereofshall not be removed by Tenant. For purposes of clarification, Tenant will not be required to remove (i) the initial Tenant Improvements, (bii) make alterations for which Landlord did not notify Tenant of the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance removal requirement at the Demised Premises while performing sametime of Landlord’s approval, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (eiii) by reason any Alterations for which Landlord gives a removal notice less than thirty (30) days before the termination of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premisesthis Lease. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall ensure that all alterations shall be made in accordance with all applicable laws Applicable Laws in a good and plans workmanlike manner and specifications previously submitted of quality equal to Landlord for or better than the original construction of the Building; provided Landlord’s approval, which approval of such plans shall not be unreasonably withheld deemed a representation by Landlord that same comply with Applicable Laws. No person shall be entitled to any lien derived through or delayedunder Tenant for any labor or material furnished to the Leased Premises, and, except and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for removable trade fixtures, shall at once when made or installed be deemed work claimed to have attached been done for or materials claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record or bonded against within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Notwithstanding the foregoing, Tenant shall be required to give prior written notice to Landlord, but Tenant shall not be required to obtain Landlord’s consent, for alterations to the freehold Leased Premises totaling less than $250,000.00 individually or $750,000.00 in the aggregate over any twenty-four (24) month period, provided such alterations (i) are non- structural in nature, (ii) do not materially affect any of the Building systems (including, without limitation, the heating and air conditioning and plumbing systems), and (iii) do not affect the exterior or aesthetics of the Building (the foregoing being “Non-Material Alterations”). Tenant shall not be required to have become obtain Landlord’s prior approval, to use a specific contractor, or to furnish performance bonds or completion guaranties for Non-Material Alterations; provided, Landlord reserves the property right to require that Tenant remove any Non-Material Alterations upon the expiration or earlier termination of Landlord this Lease and shall remain for restore any resulting damage to the benefit of Landlord Building, upon written notice to Tenant at least one hundred eighty (180) days prior to the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsTerm.

Alterations. Tenant agrees shall make no alterations, installations, changes or additions in or to the Premises or the Project (collectively, “Alterations”) without Landlord's prior written consent; provided that it will such consent may not be unreasonably withheld, conditioned or delayed if the Alterations are reasonably necessary for the Tenant’s business and are within the general scope of the Tenant Improvements; provided further, however, Tenant shall not be required to obtain Landlord’s consent for any cosmetic alterations, installations, changes or additions in or to the Premises that (a) demolish do not impact the structural, mechanical, electrical, plumbing, fire/life safety or undertake any structural alterations of any heating, ventilation and air conditioning systems of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereofProject, (b) make are not visible from the same outside of the interior of the Premises, (c) do not exceed Fifty Thousand and No/100 Dollars ($50,000.00) in the aggregate in any one (1) Lease Year, and (d) do not require a permit (“Minor Alterations”). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all applicable laws necessary third-party approvals and building codes permits pertaining to any Alterations approved by Landlord or any Minor Alterations. Tenant shall cause all Alterations and Minor Alterations to be performed in a good and workmanlike manner, (c) cause the same in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to be performed by qualified contractors who a valid building permit, and in conformance with Landlord's construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not create commence any labor work with respect to such Alterations prior to such date. Tenant hereby agrees to indemnify, defend, and hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or other disturbance material supplied to the Premises by or at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims request of Tenant in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld any Alterations or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsany Minor Alterations.

Alterations. Tenant agrees that it will not (a) demolish Tenant may make alterations, additions or undertake improvements (collectively, "Alterations") to the Premises or install fixtures in the Premises after first obtaining Landlord's consent, which consent shall not be unreasonably withheld; provided however, that it shall be deemed reasonable for Landlord to withhold its consent if: (a) the cost of the work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (b) a building permit will be required; or (c) if there will be any material modifications to any exterior or structural alterations components of the Building or any of the buildings or other improvements erected upon or otherwise comprising the Demised PremisesBuilding's operating systems, including, without limitation, heating, ventilating, air conditioning, plumbing, electrical, and other operating systems. Notwithstanding the prior written consent of Landlord or (b) foregoing, Tenant may make any other Alterations which are cosmetic (e.g. minor painting, changes of floor coverings or wall coverings, installation of artwork or decorations, etc.), without Landlord's consent being required, provided such cosmetic alterations which would change do not require a building permit and do not effect the character exterior of the buildings Building or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value mechanical components of the Demised Premises and/or the buildings and other improvements comprising the Demised PremisesBuilding. With respect Upon Tenant's written request for Landlord's consent to any alterations permitted to be made by Tenant certain Alterations pursuant to this Article TenSection, Landlord shall have thirty (30) days from the date on which Landlord receives all information reasonably required by Landlord for Landlord's review of said request to provide Tenant with notice of Landlord's consent or withholding of consent to Tenant's request (along with a written description of Landlord's reason(s) for withholding of consent, if applicable). In the event that Landlord elects to and has a right to oversee (or cause to be overseen) Tenant's requested Alteration(s), Landlord shall provide Tenant with notice of such election within said thirty (30) day period. In connection with Tenant's request for Landlord's consent under this Lease, Tenant shall pre-pay to Landlord the sum of Two Hundred Fifty Dollars (a$250.00) pay all costs, for Landlord's review of applicable documents and plans. Tenant also shall reimburse Landlord for any third-party costs and expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same incurred or to be performed incurred by qualified contractors who Landlord related to such review within ten (10) days of receipt of Landlord's statement therefor. Furthermore, in the event Landlord may elect to oversee, or cause to be overseen, such Alterations, Landlord shall not create any labor or other disturbance at be entitled to receive a fee for such oversight in an amount equal to three (3%) of the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason cost of such alterations, additions or improvements. Landlord's review and approval of Tenant's plans and specifications for any work performed for or on behalf of Tenant shall not thereby be deemed to be a representation by Landlord that such plans and (e) by reason of such alterationsspecifications comply with applicable insurance requirements, not thereby reduce building codes, ordinances, laws or regulations including, without limitation, the economic value provisions of the Demised PremisesAmericans With Disabilities Act, 42. All alterationsU.S.C. 12101 et seq. and any governmental regulations with respect thereof (the "ADA") and Title 24 of the California Administrative Code ("Title 24"), improvements and additions to other similar federal, state, and local laws and regulations or that the Demised Premises permitted to be made by Tenant hereunder, shall be made Alterations are constructed in accordance with all applicable laws and such plans and specifications previously submitted or that such plans and specifications will be adequate for Tenant's use. In no event, however, may the Tenant make any Alterations or install fixtures which, in Landlord's reasonable judgment, might adversely affect the structural components of the Building or Building mechanical, utility or life safety systems. At the time such consent is requested, Tenant shall furnish to Landlord a description of the proposed work, an estimate of the cost thereof and such information as shall reasonably be requested by Landlord substantiating Tenant's ability to pay for such work. Landlord’s approval, which approval shall not be unreasonably withheld or delayedat its sole option, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached may require as a condition to the freehold granting of such consent to any work costing in excess of Five Hundred Thousand Dollars ($500,000), that Tenant provide to Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1-1/2) times any and all estimated costs of the proposed work, to insure Landlord against any liability for mechanics' and materialmen's liens and to have become insure completion of the property of Landlord and work. Before commencing any work, Tenant shall remain for the benefit of give Landlord at the end least twenty (20) days written notice of the term or other expiration proposed commencement of this Lease such work in order to give Landlord an opportunity to prepare, post and record such notice as good order and condition as they were when installed, reasonable wear and tear excepted. In the event may be permitted by law to protect Landlord's interest in the making Premises and the Building from mechanics' and materialmen's liens. Within a reasonable period following completion of any work for which plans and specifications were required to obtain a building permit for such alteration, improvements and additions as herein providedwork, Tenant further agrees shall furnish to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from "as built" plans showing the undertaking or making of such alterations, improvements and additionschanges made to the Premises.

Alterations. After the Commencement Date, Tenant agrees shall not make or permit any Alterations in, on or about the Premises, except for nonstructural Alterations that it will do not impact the Building systems nor exceed One Thousand Dollars (a$1,000.00) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premisesin cost, without the prior written consent of Landlord or Landlord, and according to plans and specifications approved in writing by Landlord, which consent shall not be unreasonably withheld. Notwithstanding the foregoing Tenant shall not, without the prior written consent of Landlord, make any: (bi) make any other alterations which would change Alterations to the character exterior of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value Building; (ii) Alterations to and penetrations of the Demised Premises and/or roof of the buildings Building; and other improvements comprising (iii) Alterations visible from outside the Demised Premises, including the Common Area, to which Landlord may withhold Landlord’s consent on wholly aesthetic grounds. With respect to any alterations permitted to All Alterations shall be made by Tenant pursuant to this Article Teninstalled at Tenant’s sole expense, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance compliance with all applicable laws and building codes laws, by a licensed contractor, shall be done in a good and workmanlike mannermanner conforming in quality and design with the Premises existing as of the Commencement Date, (c) cause the same to be performed by qualified contractors who and shall not create any labor or other disturbance at diminish the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of either the Demised Building or the Premises. All alterations, improvements and additions to the Demised Premises permitted to be Alterations made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord upon installation and shall remain for the benefit of not be deemed Tenant’s Personal Property; provided, however, that if Landlord informed Tenant at the end time of its approval of any Alterations that Tenant would be required to remove such Alterations from the term Premises at the expiration or other sooner termination of this Lease, then Tenant shall, at Tenant’s expense, remove such Alterations from the Premises at the expiration or sooner termination of this Lease in as good order and restore the Premises to their condition as they were when installed, reasonable wear and tear excepted. In existing prior to the event in the making installation of such alteration, improvements and additions as herein providedAlterations. Notwithstanding any other provision of this Lease, Tenant further agrees shall be solely responsible for the maintenance and repair of any and all Alterations made by it to indemnify and hold harmless the Premises. Tenant shall give Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from written notice of Tenant’s intention to perform work on the undertaking or making Premises at least twenty (20) days prior to the commencement of such alterations, improvements work to enable Landlord to post and additionsrecord a Notice of Nonresponsibility or other notice deemed proper before the commencement of any such work.

Alterations. Tenant agrees that it will shall not (a) demolish make or undertake perform, or permit the making or performance of, any structural alterations of any of the buildings alterations, installations, improvements, additions or other improvements erected upon physical changes in or otherwise comprising about the Demised PremisesLeased Premises (referred to collectively as “Alterations”) without Landlord’s prior written consent.,. All plans, without specifications and details for such Alterations, and all contractors performing the Alterations are subject to the prior written approval of Landlord. In the event Landlord grants such consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weakenand permits Tenant to contract out such work, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to such Alterations shall be made and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant’s sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time designate; (ii) all Alterations shall be performed by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses adequately insured contractors approved by Landlord and charges thereof, (b) make the same in a good and workmanlike manner in accordance with all applicable laws Legal Requirements, and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who Tenant shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liensclaims, claims liens and damages arising out of, to person or property resulting from the undertaking or making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and additionsmechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not commence any such Alteration without first obtaining Landlord’s written approval of such plans and specifications; (vi) all Alterations in or to the electrical facilities in or serving the Leased Premises shall be subject to the provisions of Section 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord’s approval of plans and specifications for any Alteration, all Alterations shall be made and performed in full compliance with all Legal Requirements and in accordance with the Rules and Regulations; and (viii) all materials and equipment to be incorporated in the Leased Premises as a result of all Alterations shall be of good quality. If building or other permits from governmental authorities are required for any Alterations, Tenant shall obtain such permits and deliver copies thereof to Landlord before work on such Alterations is begun. After any Alterations are completed, Tenant shall cause all required governmental inspections of the Alterations to be made and shall deliver to Landlord a copy of the inspection report and one complete set of the “as built” plans for such Alterations.

Alterations. Except for Permitted Alterations (as defined below), Tenant agrees that it will shall not (a) demolish permit alterations in or undertake any structural to the Leased Premises unless and until the plans have been approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of the realty and the property of Landlord, and shall not be removed by Tenant. Notwithstanding the foregoing, Tenant shall not be obligated to remove any of the buildings Landlord's Work or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of any Permitted Alterations and Landlord or (b) make may not require Tenant to remove any other alterations which would change the character that are of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesa type customary for first-class office buildings. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay ensure that all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, alterations shall be made in accordance with all applicable laws laws, regulations and plans building codes, in a good and specifications previously submitted workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed work claimed to have attached to the freehold and been done for or material claimed to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein providedbeen furnished to Tenant, Tenant further agrees shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify and hold harmless Landlord from and against all costs, expenseslosses, liensexpenses and attorneys' fees in connection with any construction or alteration and any related lien. Notwithstanding anything to the contrary set forth hereinabove, claims Tenant may, without Landlord's prior approval but with written notice to Landlord, along with permits and damages arising out ofdrawings to the extent required, or resulting from the undertaking or making of such make any alterations, improvements or additions to the Leased Premises ("Permitted Alterations"), so long as they (i) do not affect the Building structure, (ii) do not adversely affect the value of the Building, (iii) do not materially, adversely affect any of the Building systems, (iv) are not visible from the exterior of the Building, (v) are of a type customary for first-class office buildings, (vi) do not materially increase the cost of demolition of the Premises Improvements, and additions(vii) only if and to the extent the alteration is of a type not customary for first-class office buildings, restore the affected portion of the Leased Premises to its condition prior to such modification.

Alterations. Tenant agrees may, from time to time, at its expense, make alterations or improvements in and to the Premises (hereinafter collectively referred to as “Alterations”; provided that it will this term shall not apply to the Tenant Improvements, which are governed by other provisions), provided that Tenant first obtains the written consent of Landlord, which shall not be unreasonably withheld, delayed or conditioned. All of the following shall apply with respect to all Alterations: (a) demolish or undertake any the Alterations are non-structural alterations of any and the structural integrity of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or Premises shall not be affected; (b) make any other alterations which would change the character proper functioning of the buildings or mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value service systems of the Demised Premises and/or shall not be adversely affected; and (c) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the buildings performance and other improvements comprising installation of the Demised PremisesAlterations. With respect to Additionally, before proceeding with any alterations permitted to be made by Tenant pursuant to this Article TenAlterations, Tenant shall (ai) pay at Tenant’s expense, obtain all costsnecessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, expenses submit to Landlord, for its written approval, working drawings, plans and charges thereofspecifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), , which shall not be unreasonably withheld, delayed or conditioned, and which shall be given or declined within ten (b10) make business days. If Landlord declined to give its consent Landlord shall provide the reasons with reasonably specificity, and Tenant may resubmit a request for approval which addresses such reasons, which shall again but subject to the above-referenced 10-day provision; and (iii) cause any contractors or others engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in accordance Section 10 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10. Tenant shall cause the Alterations to be performed in compliance with all applicable laws permits, Laws and building codes requirements of public authorities, and any other reasonably restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, (c) cause using new materials and equipment at least equal in quality and class to the same standards for the Premises established by Landlord. With respect to be performed by qualified contractors who any and all Alterations for which Landlord’s consent is required, Tenant shall not create provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any labor or other disturbance Alterations is required, and Landlord provides that consent, then at the Demised Premises while performing sametime Landlord so consents, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens shall also advise Tenant whether or other liens or claims in connection with the making thereof and (e) by reason of not Landlord shall require that Tenant remove such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord Alterations at the end of the term expiration or other expiration termination of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsLease.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations Except as provided in Section 6.1(c) herein, and subject to the terms and provisions of any Exhibit C-2 relating to the initial Tenant Improvements to be installed prior to Tenant’s initial occupancy of the buildings Premises, no alterations, additions or other improvements erected upon (collectively “Improvements,” which term shall include the Tenant Improvements) shall be made to the Premises, whether before or otherwise comprising during the Demised PremisesLease Term, without the prior written consent of Landlord Landlord, and all such Improvements, including, without limitation, subdividing partitions, walls and railings of whatever type, material or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weakenheight, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Tenshall, Tenant shall (a) pay all costswhen made, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for upon and be surrendered with the benefit of Landlord Premises as a part thereof at the end of the term Lease Term, unless, at the end of the Lease Term and subject to the terms and provisions of this Section 6.1(a), with regard to Improvements (including, without limitation, cabling and wiring) made to the Premises during the Lease Term, Landlord shall notify Tenant to remove same, in which latter event Tenant shall do so. With respect to any Improvement(s) for which Tenant seeks Landlord’s approval (as contemplated in Section 6.1(b) herein), if Landlord approves the proposed Improvement(s), Landlord shall also notify Tenant in writing, simultaneously with the delivery to Tenant of the approval communication, as to whether Landlord reserves the right to require Tenant, at the expiration or earlier termination of the Lease Term, to remove all or any portion of such Improvement(s) and to restore the Premises to the condition that existed immediately prior to the installation of such Improvement(s). If Landlord does not reserve such right to require Tenant to remove the relevant Improvement(s) and to restore the Premises at the expiration or earlier termination of the Lease Term at the time Landlord approves such Improvement(s), then Landlord shall be deemed to have waived such removal and restoration right. Tenant shall remain subject to Landlord’s right to require the removal of all or any portion of Improvements and the associated restoration to be completed by Tenant at the expiration or earlier termination of the Lease Term unless Landlord, as provided above in this Section 6.1(a), either has waived or is deemed to have waived (i.e., because Landlord has allowed the ten (10) business day period in Section 6.1(b) herein to lapse without responding) the right to require the removal of such Improvements and the associated restoration to be completed at the expiration or earlier termination of the Lease Term, Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to any alterations, additions or other expiration Improvements (excluding, however, the initial Tenant Improvements installed prior to Tenant’s initial occupancy of this Lease the Premises) related to a single project so long as (i) the expenditures (or series of expenditures made with respect to such project in as good order a six (6) month period) to be made in connection with such project do not exceed $50,000.00, (ii) such project does not involve connecting to or tampering with any Building system (including the Building systems referenced in Section 5.1(a)(x) herein) or any Building structural elements or components, (iii) such project does not require work to be performed inside the walls or above the ceiling of the Premises; (iv) such project does not involve any alterations, additions or other Improvements that are visible from the exterior of the Premises or the Building and condition as they were when installed, reasonable wear and tear excepted. In the event in the making (v) Tenant provides Landlord with written notice of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from project at least thirty (30) days in advance of the undertaking or making commencement of such alterations, improvements and additionssame.

Alterations. 15.1 Tenant agrees that it will shall not (a) demolish make or undertake allow to be made any structural alterations of any of alterations, physical additions, or improvements in or to the buildings or other improvements erected upon or otherwise comprising Premises without first obtaining the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change in each instance. As used herein, the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect term “Minor Alteration” refers to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall an alteration that (a) pay all costs, expenses does not affect the outside appearance of the Building and charges thereofis not visible from the Common Areas, (b) make is non-structural and does not impair the strength or structural integrity of the Building, and (c) does not materially or adversely affect the mechanical, electrical, HVAC or other systems of the Building. Landlord agrees not to unreasonably withhold its consent to any Minor Alteration. Landlord’s consent to any other alteration may be conditioned, given, or withheld in Landlord’s reasonable discretion. Notwithstanding the foregoing, Landlord consents to any repainting, recarpeting, or other purely cosmetic changes or upgrades to the Premises, so long as (i) the aggregate cost of such work is less than $25,000.00 in any twelve-month period, (ii) such work constitutes a Minor Alteration (iii) no building permit is required in connection therewith, and (iv) such work conforms to the then existing Building standards. At the time of said request, Tenant shall submit to Landlord plans and specifications of the proposed alterations, additions, or improvements; and Landlord shall have a period of not less than fifteen (15) days therefrom in which to review and approve or disapprove said plans; provided that if Landlord determines in good faith that Landlord requires a third party to assist in reviewing such plans and specifications, Landlord shall instead have a period of not less than thirty (30) days in which to review and approve or disapprove said plans. Tenant shall pay to Landlord upon demand the cost and expense of Landlord in (A) reviewing said plans and specifications, and (B) inspecting the alterations, additions, or improvements to determine whether the same are being performed in accordance with the approved plans and specifications and all laws and requirements of public authorities, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose. In any instance where Landlord grants such consent, and permits Tenant to use its own contractors, laborers, materialmen, and others furnishing labor or materials for Tenant’s construction (collectively, “Tenant’s Contractors”), Landlord’s consent shall be deemed conditioned upon each of Tenant’s Contractors (1) working in harmony and not interfering with any laborer utilized by Landlord, Landlord’s contractors, laborers, or materialmen; and (2) furnishing Landlord with evidence of acceptable liability insurance, worker’s compensation coverage, and if at any time such entry by one or more persons furnishing labor or materials for Tenant’s work shall cause such disharmony or interference, the consent granted by Landlord to Tenant may be withdrawn immediately upon written notice from Landlord to Tenant. If Tenant is using Tenant’s Contractors for Tenant’s construction, the contract with such Tenant’s Contractor(s) shall provide for a guaranteed maximum price or a stipulated sum as the contract amount and shall be fully executed and delivered by Tenant and Tenant’s Contractor(s) prior to the commencement of construction. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of alterations, additions, or improvements and for final approval thereof upon completion, and shall cause any alterations, additions, or improvements to be performed in compliance therewith and with all Applicable Laws (including without limitation, California Energy Code, Title 24) and all requirements of public authorities and with all applicable laws and building codes requirements of insurance bodies. All alterations, additions, or improvements shall be diligently performed in a good and workmanlike manner, (c) cause the same using new materials and equipment at least equal in quality and class to be performed better than (a) the original installations of the Building, or (b) the then standards for the Comparable Building. Upon the completion of work and upon request by qualified contractors who Landlord, Tenant shall not create any labor provide Landlord copies of all waivers or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord releases of lien from and against any mechaniceach of Tenant’s liens or other liens or claims in connection with the making thereof and (e) by reason of such Contractors. No alterations, not thereby and (e) by reason of such alterationsmodifications, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and or additions to the Demised Project or the Premises permitted to shall be made removed by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for either during the Term or upon the Expiration Date or the Termination Date without the express written approval of Landlord’s approval, which approval . Tenant shall not be unreasonably withheld entitled to any reimbursement or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end compensation resulting from its payment of the term cost of constructing all or other expiration any portion of this Lease said improvements or modifications thereto unless otherwise expressly agreed by Landlord in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionswriting.

Alterations. Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of After the buildings or other improvements erected upon or otherwise comprising the Demised PremisesDelivery Date, Tenant may, without the prior written consent of Landlord Landlord’s approval: (i) install all equipment that Tenant deems necessary or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims desirable in connection with the making thereof Permitted Uses, whether now existing or hereafter developed, so long as the same do not exceed the load bearing capacity or otherwise materially and adversely damage the structure of the Building, and Tenant complies with all Applicable Laws; and (eii) by reason make any Alterations required to allow the use and operation of such alterationsequipment in the Premises in compliance with Applicable Laws; provided Tenant shall not alter the roof, not thereby and (e) by reason of such alterations, not thereby reduce the economic value foundation or other structural elements of the Demised Premises, unless Tenant obtains Landlord’s prior written approval as provided below. All alterationsIn addition, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for without obtaining Landlord’s approval, Tenant may make (i) changes to floor coverings, wall coverings and paint of the interior of the Building, and (ii) interior, non-structural Alterations to the Building in an amount that does not exceed the Alterations Threshold (defined below) on a per item basis. The “Alterations Threshold” shall initially be One Hundred Thousand and No/100 Dollars ($100,000.00) and shall increase by fifteen percent (15%) on the fifth (5th) anniversary of the Rent Commencement Date and every fifth (5th) year thereafter. Except as otherwise expressly provided above, Tenant shall not make any Alterations (including, but not limited to, any Alterations to the roof, foundation and structural elements of the Building) unless Landlord has approved such Alterations, in writing, which approval shall will not be unreasonably withheld withheld, conditioned or delayed. If Landlord does not notify Tenant, andin writing, except for removable trade fixturesof its objections to any Alterations within thirty (30) days after Tenant requests that Landlord approve the same, in writing, then Tenant may deliver a subsequent notice to Landlord requesting approval of such Alterations, and if Landlord fails to respond to such second (2nd) notice within ten (10) days after receipt thereof, Landlord shall at once when made or installed be deemed to have attached approved such Alterations. Prior to the freehold and commencing any Alterations, Tenant shall provide to have become the property Landlord proof of Landlord Tenant’s insurance required under Section 11.01(b) and shall remain cause all contractors performing such Alterations to furnish evidence of liability insurance coverage with liability limits for the benefit personal injury, death and property damage of Landlord at the end of the term or other expiration of this Lease in as good order not less than One Million and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsNo/100 Dollars ($1,000,000.00) per occurrence.

Alterations. Tenant agrees that it will not (a) demolish shall make no changes in or undertake any structural alterations to be demised premises of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, nature without Owner's prior written consent. Subject to the prior written consent of Landlord Owner and to the provisions of this article, Tenant at Tenant's expense, may make alterations, installations, additions or improvements which are non-structural and which do not affect utility services or plumbing and electrical lines, in or to the interior of, the demised premises by using contractors or mechanics first approved by Owner. Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (bupon completion) make certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner and Tenant agrees to carry and will cause Tenant's contractors and sub-contractors to carry such xxxxxxx'x compensation, general liability, personal and property damage insurance as Owner may require. If any other alterations mechanic's lien is filed against the demised premises, or the building of which would change the character of the buildings same forms a part, for work claimed to have done for, or other improvements comprising the Demised Premises materials furnished to, Tenant, whether or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant not done pursuant to this Article Tenarticle, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike mannershall be discharged by Tenant within ten days thereafter, (c) cause at Tenant's expense, by filing the same to be performed bond required by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premiseslaw. All alterationsfixtures and all paneling, improvements partitions, railings and additions to like installations, installed in the Demised Premises permitted to be made premises at any time, either by Tenant hereunderor by Owner on Tenant's behalf, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalshall, which approval shall not be unreasonably withheld or delayedupon installation, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord Owner and shall remain for upon and be surrendered with the benefit demised premises unless Owner, by notice to Tenant no later than twenty days prior to the date fixed as the termination of Landlord this lease, elects to relinquish Owner's rights thereto and to have them removed by Tenant, in which event the same shall be removed from the premises by Tenant prior to the expiration of the lease, at Tenant's expense. Nothing in this article shall be construed to give Owner title to or to prevent Tenant's removal of trade fixtures, moveable office furniture and equipment, but upon removal of any such from the premises or upon removal of other installations as may be required by Owner, Tenant shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event remaining in the making premises after Tenant's removal shall be deemed abandoned and may, at the election of such alterationOwner, improvements either be retained as Owner's property or may be removed from the premises by Owner at Tenant's expense. Alterations and additions as herein provided, made by Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsshall be owned by Tenant for depreciation purposes.

Alterations. Tenant agrees Except for aesthetic or cosmetic changes that it will are not (a) demolish or undertake any structural alterations of any readily visible from the exterior of the buildings or other improvements erected upon or otherwise comprising the Demised Leased Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Sublease, which Landlord will expressly state in writing when approving said plans; otherwise, all costssuch alterations shall, expenses at Landlord's option, become a part of the realty and charges thereofthe property of Landlord, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) be removed by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised PremisesTenant. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall ensure that all alterations shall be made in accordance with all applicable laws laws, regulations and plans building codes, in a good and specifications previously submitted workmanlike manner and of quality equal to or better than the original construction of the Building. Tenant shall indemnify Landlord from all reasonable and documented costs, losses, expenses and reasonable attorneys' fees in connection with any construction or alteration for work performed by or on behalf of Tenant. Contractors and subcontractors authorized by Landlord to perform such alterations shall be subject to Landlord’s written consent, including any contingencies included therein. Prior to commencing any alterations performed by any contractor, Tenant or contractor shall: (a) obtain all permits, licenses, and approvals required for Tenant to perform such work; (b) deliver to Landlord: (i) copies of such permits, licenses, and approvals and (ii) evidence reasonably satisfactory to Landlord for Landlordthat Tenant and/or Tenant’s approvalcontractor has procured workers’ compensation, which approval shall not general liability, and personal and property damage insurance as Landlord may reasonably require; (c) cause any such work to be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to performed (i) in accordance with the freehold and to have become the property of plans approved by Landlord and shall remain for (ii) in a good and workmanlike manner and in compliance with all applicable laws; (d) ensure that all contractors, subcontractors, laborers, and suppliers performing work or supplying materials are paid in full; and (e) during the benefit performance of Landlord at the end Tenant’s work, observe and perform all of the term or other expiration of its obligations under this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsSublease.

Alterations. Tenant agrees that it will shall not (a) demolish or undertake make any structural alterations of any of to the buildings or other improvements erected upon or otherwise comprising the Demised Premises, or the Property without the Landlord's prior written consent unless such alterations are non-structural and have a total aggregate cost of less than $3,000.00 per occurrence. If Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weakengives its consent to such alterations, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same Landlord may post notices in accordance with all applicable the laws and building codes of the state in a good and workmanlike mannerwhich the Premises are located. All alterations made by Tenant, (c) cause whether or not subject to the same to approval of Landlord, shall be performed by qualified Tenant and its contractors who in a first class workmanlike manner and permits and inspections shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully be obtained from all required governmental entities. Any alterations made shall remain on and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection be surrendered with the making thereof and Premises upon expiration or termination of this Lease, except that Landlord may, within thirty (e30) by reason of such alterations, not thereby and days before or thirty (e30) by reason of such alterations, not thereby reduce the economic value days after expiration of the Demised Premises. All alterationsTerm, improvements and additions elect to require Tenant to remove some or all of the alterations which Tenant may have made to the Demised Premises permitted to be made by Tenant hereunderPremises, shall be made unless Landlord has previously agreed in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall writing that any one or more particular such improvements need not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord removed at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear exceptedTerm. In the event in the making of such alteration, improvements and additions as herein providedIf Landlord so elects, Tenant further agrees shall at its own cost restore the Premises to indemnify and hold harmless the condition designated by Landlord from and against all costsin its election, expensesbefore the last day of the Term or within thirty (30) days after notice of its election is given, lienswhichever is later. Should Landlord consent in writing to Tenant's alteration of the Premises, claims and damages arising out of, or resulting from Tenant shall contract with a contractor approved by Landlord for the undertaking or making construction of such alterations, improvements shall secure all appropriate governmental approvals and additionspermits, and shall complete such alterations with due diligence in compliance with plans and specifications approved by Landlord. Tenant shall pay all costs for such construction and shall keep the Premises free and clear of all mechanics' liens which may result from construction by Tenant.

Alterations. 3. Tenant agrees that it will not (a) demolish shall make no changes in or undertake any structural alterations to the demised premises of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, nature without Owner's prior written consent. Subject to the prior written consent of Landlord Owner, and to the provisions of this article, Tenant at Tenant's expense, may make alterations, installations, additions or (b) make any other alterations improvements which would change are non-structural and which do not affect utility services or plumbing and electrical lines, in or to the character interior of the buildings demised premises by using contractors or other improvements comprising mechanics first approved by Owner. Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner and Tenant agrees to carry and will cause Tenant's contractors and sub-contractors to carry such xxxxxxx'x compensation, general liability, personal and property damage insurance as Owner may require. If any mechanic's lien is filed against the Demised Premises demised premises, or the building of which would weakenthe same forms a part, impair for work claimed to have been done for, or otherwise in any way affect the structural aspects of integrity of materials furnished to, Tenant, whether or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant not done pursuant to this Article Tenarticle, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike mannershall be discharged by Tenant within thirty days thereafter, (c) cause at Tenant's expense, by filing the same to be performed bond required by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premiseslaw. All alterationsfixtures and all paneling, improvements partitions, railings and additions to like installations, installed in the Demised Premises permitted to be made premises at any time, either by Tenant hereunderor by Owner in Tenant's behalf, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approvalshall, which approval shall not be unreasonably withheld or delayedupon installation, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord Owner and shall remain for upon and be surrendered with the benefit demised premises unless Owner, by notice to Tenant no later than twenty days prior to the date fixed as the termination of Landlord this lease, elects to relinquish Owner's right thereto and to have them removed by Tenant, in which event the same shall be removed from the premises by Tenant prior to the expiration of the lease, at Tenant's expense. Nothing in this Article shall be construed to give Owner title to or to prevent Tenant's removal of trade fixtures, moveable office furniture and equipment, but upon removal of any such from the premises or upon removal of other installations as may be required by Owner, Tenant shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed, by Tenant at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event remaining in the making premises after Tenant's removal shall be deemed abandoned and may, at the election of such alterationOwner, improvements and additions either be retained as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, Owner's property or resulting may be removed from the undertaking or making of such alterationspremises by Owner, improvements and additionsat Tenant's expense.

Alterations. Tenant agrees Except for non-structural Alterations that it will (i) do not exceed $25,000 in the aggregate, (aii) demolish or undertake any structural alterations of any are not visible from the exterior of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without (iii) do not affect any Building System or the prior written consent of Landlord or (b) make any other alterations which would change the character structural strength of the buildings Building, (iv) do not require penetrations into the floor, roof, ceiling or walls, other improvements comprising than minor penetrations for wall hangings, fastenings to the Demised floor or similar items not affecting the Building Systems, and (v) do not require work on the roof or within the walls, below the floor or above the ceiling, Tenant shall not make or permit any Alterations in or to the Premises or without first obtaining Landlord’s consent, which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premisesconsent shall not be unreasonably withheld. With respect to any alterations permitted to be made by Tenant pursuant to this Article TenAlterations that do not require Landlord’s consent, Tenant shall nonetheless provide written notice thereof to Landlord, describing in reasonable detail the nature of the Alteration. With respect to any Alterations made by or on behalf of Tenant (awhere the Alteration requires Landlord’s consent): (i) pay all costsnot less than ten (10) days prior to commencing any Alteration, expenses Tenant shall deliver to Landlord the plans, specifications and charges thereofnecessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage (based on reasonable industry standards) naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (bii) make Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, (iii) the same in accordance Alteration shall be constructed with all applicable laws and building codes new materials, in a good and workmanlike manner, (c) cause and in compliance with all Laws and the same to be performed plans and specifications delivered to, and, if required above, approved by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing sameLandlord, (div) fully Tenant shall pay Landlord all reasonable costs and completely indemnify and hold harmless Landlord from and against any mechanicexpenses in an amount not to exceed $2,500 in connection with Landlord’s liens or other liens or claims third party costs in connection with the making thereof review of Tenant’s plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary, and (ev) by reason upon Landlord’s request Tenant shall, prior to commencing any Alteration, the cost of which exceeds $100,000.00, provide Landlord reasonable security against liens arising out of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premisesconstruction. All alterations, improvements and additions to the Demised Premises permitted to be made Any Alteration by Tenant hereunder, shall be made in accordance with all applicable laws the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord unless Landlord gives notice to Tenant to remove it, in which event Tenant will remove it, will repair any resulting damage and shall remain for will restore the benefit of Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord will notify Tenant whether Tenant is required to remove the Alterations at the end expiration or termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural portion of the term Property, any Building System or any other equipment or facilities serving the Building or any occupant. Notwithstanding anything to the contrary in this Lease, at the expiration or termination of this Lease, Tenant shall not be required to remove the Tenant Improvements, excluding wiring and cabling which Tenant shall be required to remove at its sole cost and expense. Subject to this Section 12, Tenant shall have the right to install a security system in the Premises, provided that Tenant provides Landlord with the code or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In access to the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionssecurity system.

Alterations. Tenant agrees that it will shall not make (or permit to be made) any change, addition or improvement to the Premises (including, without limitation, the attachment of any fixture or equipment) (collectively, the “Alterations” and individually, an “Alteration”) unless such Alteration: (a) demolish equals or undertake exceeds the Building Standard and utilizes only new and first-grade materials; (b) is in conformity with all Legal Requirements, and is made after obtaining any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without required permits and licenses; (c) is made with the prior written consent of Landlord not to be unreasonably withheld, conditioned or delayed; (bd) is made pursuant to plans and specifications approved in writing in advance by Landlord; (e) with respect to any Alterations the cost of which is expected to exceed One Hundred Thousand Dollars ($100,000.00), is made after Tenant has provided to Landlord such reasonable indemnification and/or bonds requested by Landlord, including, without limitation, a performance and completion bond in such form and amount as may be satisfactory to Landlord to protect against claims and liens for labor performed and materials furnished, and to insure the completion of any Alteration; (f) is carried out by persons reasonably approved in writing by Landlord who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may reasonably require, with Landlord named as an additional insured; and (g) is done only at such time and in such manner as Landlord may reasonably specify. Landlord shall notify Tenant of its consent or disapproval of any such proposed Alterations within ten (10) business days after Landlord’s receipt of Tenant’s request therefor, together with all final plans and specifications for such work. Notwithstanding the foregoing to the contrary, Tenant may make any other alterations which would change non-structural Alterations to the character interior of the buildings Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that (i) Tenant delivers to Landlord written notice of such Acceptable Changes (the “Acceptable Change Notice”) at least fifteen (15) days prior to the commencement thereof, (ii) the cost of each such Acceptable Change does not exceed $25,000.00 per job, and the aggregate cost of all Acceptable Changes does not exceed $50,000.00 in any consecutive twelve (12) month period, (iii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 11, (iv) such Acceptable Changes do not require the issuance of a building permit or other improvements comprising the Demised Premises or which would weakengovernmental approval, impair or otherwise in any way (v) such Acceptable Changes do not affect the structural aspects of integrity of or lessen the value components of the Demised Premises Building or any mechanical, plumbing, electrical, HVAC and/or life-safety systems of the buildings Building, (vi) such Acceptable Changes are not visible from or affect any area located outside the Premises, and (vii) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in the Complex or other first-class office and retail complexes in the Cottonwood sub-market of Salt Lake City, Utah (collectively, the “Comparable Buildings”). Tenant shall pay for all overhead, general conditions, fees and other improvements comprising costs and expenses of any such Alterations, and shall pay to Landlord all actual, out-of-pocket costs incurred by Landlord in connection with such Alterations. Except as otherwise provided hereinbelow, all such Alterations (including all articles attached to the Demised floor, wall or ceiling of the Premises) shall become the property of Landlord. With Landlord may, at Landlord’s election, cause such Alterations to be (A) surrendered with the Premises as part thereof at the termination or expiration of the Term of this Lease, without any payment, reimbursement or compensation therefor, or (B) removed by Tenant, at Tenant’s expense, on or prior to the termination or expiration of the Term of this Lease, with all damage caused by such removal repaired by Tenant; provided, however, with respect to any alterations permitted Alterations made or caused to be made by Tenant pursuant to this Article Tenwith Landlord’s consent, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same have no obligation to be performed by qualified contractors who shall not create any labor or other disturbance remove such Alterations unless at the Demised Premises while performing sametime Landlord approved the final working drawings for any such Alterations (or, with respect to any Acceptable Change, no later than thirty (d30) fully and completely indemnify and hold harmless Landlord from and against any mechanicdays after Landlord’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value receipt of the Demised Premises. All alterationsAcceptable Change Notice applicable thereto), improvements and additions Landlord, by written notice to the Demised Premises permitted Tenant, identified those Alterations which Landlord would require Tenant to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord remove at the end expiration or earlier termination of the term Term of this Lease, in which event Tenant shall remove such identified Alterations on or other before the expiration of this the Term of the Lease in as good order and condition as they were when installedrepair any damage resulting from such removal. Tenant shall reimburse, reasonable wear and tear excepted. In the event in the making of such alterationindemnify, improvements and additions as herein provided, Tenant further agrees to indemnify defend and hold harmless Landlord from and against all costs, liens, claims, damages, losses, liabilities and expenses, liensincluding reasonable attorneys’ fees, claims and damages arising which may arise out of, or be connected in any way with, any such Alterations. Within thirty (30) days following the imposition of any lien resulting from the undertaking any such Alterations, Tenant shall cause such lien to be released of record by payment of money or making posting of such alterations, improvements and additionsa proper bond.

Alterations. For purposes of this Lease, any physical improvement, addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant agrees or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration consists of the demolition of the Building and reconstruction of a new prototypical building so long as: (A) the new building is constructed in compliance with applicable codes and Permitted Exceptions, (B) Tenant continues to pay Rent, (C) construction is completed within nine (9) months following demolition of the Building, subject to extension for force majeure events, (D) Landlord has approved in advance the construction budget (which shall include a contingency) for the new building, such approval not to be unreasonably withheld, delayed or conditioned, and (E) either (y) in the case where the Guaranty is in full force and effect prior to demolition Tenant has provided Landlord with a commercially reasonable completion bond for the project or such other assurance of performance as Landlord may reasonably accept, or (z) prior to demolition the Tenant deposits with Landlord cash (the "Deposit") sufficient to construct the building and improvement pursuant to the approved budget, with the Deposit being disbursed pursuant to the Landlord's then current construction disbursement procedures; (ii) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building, and (iii) in the case of any Alteration other than those permitted under clause (ii) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that it will such Alteration does not (aA) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen diminish the value of the Demised Premises and/or (including, by way of example only, but without limitation, by diminishing the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value utility of the Demised PremisesImprovements for use as a restaurant or diminishing the useful life of the Improvements, except to a de minimis extent, or (B) adversely affect any structural component of the Building. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, Every Alteration shall be made in accordance with all applicable laws laws, legal requirements and plans and specifications previously submitted the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord’s 's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (7) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to approved the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additionsAlterations proposed by Tenant.

Alterations. Tenant agrees that it will not (a) demolish or undertake any shall be permitted to make, at its sole cost and expense, non-structural alterations of any and additions to the interior of the buildings Premises without obtaining Landlord’s prior written consent, provided said alterations are not part of Tenant’s Wi-Fi Network (defined hereinbelow), do not affect the Building systems and the cost of such alterations does not exceed Fifty Thousand Dollars ($50,000) each job and One Hundred Thousand Dollars ($100,000) cumulatively each calendar year (the “Permitted Improvements”). Tenant, however, shall first notify Landlord of such Permitted Improvements so that Landlord may post a Notice of Non-Responsibility on the Premises. Except for the Permitted Improvements, Tenant shall neither install any signs, fixtures, or improvements, nor make or permit any other improvements erected upon alterations or otherwise comprising additions (individually, an “Alteration”, and collectively, “Alterations”) to the Demised Premises, Premises without the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld so long as any such Alteration does not affect the Building systems, structural integrity or (b) make any other alterations which would change the character structural components of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in Building. If any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations such Alteration is expressly permitted to be made by Tenant pursuant to this Article TenLandlord, Tenant shall deliver at least ten (a10) pay days prior written notice to Landlord, from the date Tenant commences construction, sufficient to enable Landlord to post and record a Notice of Non-Responsibility. Tenant shall obtain all costs, expenses permits or other governmental approvals prior to commencing any work and charges thereof, deliver a copy of same to Landlord. All Alterations shall be (bi) make the same at Tenant’s sole cost and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and shall be installed by a licensed, insured (and bonded, at Landlord’s option) contractor (reasonably approved by Landlord) in compliance with all applicable laws Laws, Development Documents, Recorded Matters, and building codes Rules and Regulations and (ii) performed in a good and workmanlike mannermanner and so as not to obstruct access to any portion of the Project or any business of Landlord or any other tenant. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall neither create nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any Laws. As Additional Rent, Tenant shall reimburse Landlord, within ten (10) days after demand, for actual and reasonable legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant’s Alterations, plus Tenant shall pay to Landlord a fee equal to five percent (5%) of the total cost of the Alterations. If Tenant makes any Alterations, Tenant shall carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require. All such Alterations shall be insured by Tenant in accordance with Section 12 of this Lease immediately upon completion. Tenant shall keep the Premises and the Lot on which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to commencing any Alterations, (ca) cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and (b) provide such assurances to Landlord, including without limitation, waivers of lien, surety company performance bonds (for projects estimated to cost in excess of $150,000) as Landlord shall require to assure payment of the same costs thereof to be performed by qualified contractors who shall not create any labor or other disturbance at protect Landlord and the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord Project from and against any mechanic’s, materialmen’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.

Alterations. Following the construction of any Tenant agrees that it Improvements to the Premises under Article 4 above, Tenant will not thereafter make any alterations, repairs, additions or improvements in or to the Premises (for purposes of this Article, any of the foregoing being referred to as the “Work”) which (a) demolish or undertake exceeds $200,000.00 in the aggregate during any structural alterations of any 12-month period, (b) is visible from the exterior of the buildings Building or other improvements erected upon (c) would add, disturb or otherwise comprising in any way adversely change any Building Systems or structural portions of the Demised PremisesBuilding, without the prior written consent of the Landlord (which consent shall not be unreasonably withheld, conditioned or (bdelayed) make any other alterations which would change as to the character of the buildings or other improvements comprising Work, the Demised Premises or which would weakenmanner of doing the Work including payment and financial security mechanisms associated therewith, impair or otherwise in any way affect and the structural aspects of integrity of or lessen contractor(s) doing the value Work. Notwithstanding the foregoing, if reinforcement of the Demised Premises and/or floor or any slab is required, as reasonably determined by Tenant’s architect, then Tenant may perform such Work subject to reasonably conditions which Landlord may impose as Landlord deems necessary or appropriate. For the buildings Tenant Improvements and other improvements comprising as a condition to Landlord’s consent to Work proposed by Tenant, Landlord may impose such conditions with respect thereto as Landlord reasonably deems appropriate, including, without limitation, requiring Tenant to remove such Tenant Improvements or Work at the Demised Premisesend of the Term and repair any damages resulting from such removal (which shall be deemed required in the absence of Landlord’s written consent or agreement to the contrary), insurance against liabilities that may arise out of such Work, plans and specifications approved by Landlord and permits necessary for such Work. With respect to any alterations permitted to be made If such Work is performed by Tenant pursuant to this Article Tencontractor(s) not retained by Landlord, Tenant shall (a) pay all costs, expenses and charges thereofupon completion of such Work, (bi) make deliver to Landlord evidence that payment for all such Work has been made by Tenant, contractors’ affidavits and full and final mechanic’s lien waivers and (ii) for Work requiring Landlord’s consent, pay to Landlord a construction supervision fee of four percent (4%) of the same total hard cost of such Work, but in accordance no event less than $500.00 to reimburse Landlord for the costs incurred by its construction manager in inspecting and supervising such Work (for avoidance of doubt, no such fee shall be required with all applicable laws and building codes respect to the Tenant Improvements). All such Work shall be done in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who manner using quality materials and shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises. All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance comply with all applicable laws governmental laws, ordinances, rules and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear exceptedregulations. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold Landlord free and harmless Landlord from any liability, loss, cost, damage or expense (including reasonable attorney’s fees) by reason of any of such Work. The provisions of Article 17 of this Lease Agreement shall apply to all Work performed under this Article. Notwithstanding anything to the contrary herein, Tenant shall have the right to retain its own licensed and against all costsappropriately insured and bonded contractor to make future alterations which are cosmetic in nature, expenses, liens, claims and damages arising out of, or resulting not visible from the undertaking exterior, and do not impact building structure or making Building Systems without Landlord’s consent and with no overhead charges paid to same (provided that the aggregate cost of such alterationsalterations in any 6-month period, improvements and additionsmeasured as one project, does not exceed the threshold set forth in the first sentence of the immediately preceding paragraph).

Alterations. Tenant agrees shall not, without on each occasion first obtaining Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), make any alterations, improvements or additions to the Premises, except that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised PremisesTenant may, without the prior written consent of Landlord or (b) Landlord, make any other alterations which would change minor improvements to the character interior of the buildings or other improvements comprising the Demised Premises or which would weaken, provided that: (i) they do not impair or otherwise in any way affect the structural aspects of integrity of strength, operation or lessen the value of the Demised Premises and/or the buildings Building, and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, (ii) Tenant shall (a) pay take all costssteps required or permitted by law to avoid the imposition of any mechanics’ lien upon the Premises, expenses Building and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised PremisesLand. All permanent alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, andadditions, except for removable trade fixturesminor alterations and improvements, shall at once when made or installed be deemed to have attached to become part of the freehold Premises and to have become the property of Landlord without payment therefor by Landlord and shall remain for the benefit of be surrendered to Landlord at the end of the term Term; PROVIDED, HOWEVER, if so notified by Landlord, Tenant shall, prior to the end of the Term, remove all and any such alterations and improvements made by Tenant after initial occupancy, or other the parts thereof specified by Landlord, from the Premises and shall repair all damage caused by installation and removal; provided, further, if Tenant, in its request for approval of an alteration, clearly states in its request notice that it will not remove the alterations upon the expiration or sooner termination of this Lease in as good order and condition as they were when installedLease, reasonable wear and tear excepted. In then if Landlord approves the event in request for consent without conditioning such approval on removing the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, then Tenant shall not be required to remove such alterations as so specified in Tenant’s request notice. If requested by Tenant, Landlord shall inform Tenant within ten (10) business days following receipt of notice whether Landlord shall require removal at the end of the Term with respect to any specific improvements, partitions or fixtures. For purposes of this Section 14, “minor improvements” shall be defined as those improvements and additionscosting no more than $50,000.