Common use of Alterations Clause in Contracts

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).

Alterations. Except as provided below, 9.1. Tenant shall not make any alterations, additions or allow to be made any alterations or physical additions improvements in or to the Leased PremisesPremises or engage in any construction, demolition, reconstruction, renovation or other work (whether major or minor) of any kind in, at or serving the Premises ("Alterations"), without first obtaining the Landlord's prior written consent of Landlord to the plans and specifications and contractors thereforconsent, which consent shall not be unreasonably withheld withheld, except Tenant may make non-structural Alterations to the interior of the 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 [***] Dollars ($[***]) per occurrence or delayed. Any such alterations or additions shall be made in compliance with Legal Requirementsan aggregate amount of [***] Dollars ($[***]) annually. Notwithstanding the foregoing, Tenant will not do anything that could have a material adverse effect on the Building or life safety systems, without obtaining Landlord's prior written consent. Any such improvements, excepting movable furniture, trade fixtures and equipment, shall have become part of the right realty and belong to Landlord. All alterations and improvements shall be properly permitted and installed at Tenant's sole cost, by a licensed contractor, in a good and workmanlike manner, and in conformity with all Applicable Laws. Any alterations that Tenant shall desire to make alterations and physical additions which require the consent of Landlord shall be presented to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent providedLandlord in written form with detailed plans. Tenant shall: (i) Tenant notifies Landlord in writing and furnishes acquire all applicable governmental permits; (ii) furnish Landlord with copies of both the permits and the plans and specifications and at least thirty (30) days before the names commencement of the contractors for work, and (iii) comply with all such conditions of said permits in a prompt and expeditious manner. Any alterations or additions at least seven (7) days prior to undertaking themshall be performed in a workmanlike manner with good and sufficient materials. Upon completion of any Alterations, (ii) Tenant provides shall promptly upon completion furnish Landlord with a reproducible copy of as-built plans drawings and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay for any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Alterations.

Alterations. Except as provided below, Tenant shall may not make any improvement, alteration, addition or allow change to be made any alterations or physical additions in the Premises or to any mechanical, plumbing or HVAC facilities or other systems serving the Leased Premises, Premises (an “Alteration”) without first obtaining the written consent of Landlord to the plans and specifications and contractors thereforLandlord’s prior consent, which consent shall be requested by Tenant not less than 30 days before commencement of work and shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirementsby Landlord. Notwithstanding the foregoing, Tenant provided that Landlord receives 10 business days’ prior notice, Landlord’s prior consent shall have not be required for any Alteration that is decorative only (e.g. carpet installation or painting) and not visible from outside the right to make alterations and physical additions to the Leased Premises costing less than the or that (i) is reasonably estimated (together with any other Alterations Threshold Amount, or which are of such a nature as not to require a building permit, performed without Landlord’s consent provided: pursuant to this sentence during the 12-month period ending on the date of such notice) to cost less than $15,000.00; (ii) is not visible from outside the Premises; (iii) does not affect any system or structural component of the Building; and (iv) does not require work to be performed inside the walls or above the ceiling of the Premises. For any Alteration, (a) Tenant, before commencing work, shall deliver to Landlord, and obtain Landlord’s approval of, plans and specifications; (b) Landlord, in its discretion, may require Tenant to obtain security for performance satisfactory to Landlord; (c) Tenant shall deliver to Landlord “as built” drawings (in CAD format, if requested by Landlord), completion affidavits, full and final lien waivers, and all governmental approvals; and (d) Tenant shall pay Landlord upon demand (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the BuildingLandlord’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, reasonable out-of-pocket costs reasonably expenses incurred by Landlord in reviewing the work, and (ii) a coordination fee equal to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity 5% of the Building as expressed in cost of the work; provided, however, that this clause (vd) above)shall not apply to any Tenant Improvements.

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical and additions in or to the Leased PremisesPremises (including, without first obtaining limitation, the written consent of Landlord to the Additional Land Areas as that term is defined in Section 8.27 below) except in accordance with plans and specifications and contractors therefortherefor first approved by Landlord, which consent approval shall not be unreasonably withheld or delayed. Any However, Landlord's determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord's sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord's opinion might adversely affect any structural or exterior element of the Buildings, any area or element outside of the Premises, or any facility or base building mechanical or electrical system serving any area of the Buildings outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Buildings or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Buildings or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, (d) enlarge the Rentable Floor Area of the Premises, or (e) except with respect to the Tenant Improvement Work, are inconsistent, in Landlord's judgment, with alterations satisfying Landlord's standards for new alterations in the Buildings. Landlord's review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Buildings and the other requirements of this Lease with respect to Tenant's insurance obligations (herein called "Insurance Requirements") nor deemed a waiver of Tenant's obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord's agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord's interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord's review of any work or plans (excluding any review respecting initial improvements performed pursuant to Article III hereof but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (i) $ 150.00 per hour for time spent by Landlord's in-house personnel, plus (ii) third party expenses incurred by Landlord to review Tenant's plans and Tenant's work (provided such third party expenses are reasonable and within market rates, and are accompanied by receipts and invoices). All alterations and additions shall be made part of the Building unless and until Landlord shall timely specify the same for removal at the time Landlord approves of such alteration or additions under this Section 5.14 or under Section 3.2(B) above with respect to the Tenant Improvement Work (it being understood and agreed that the removal of any alterations or additions that do no require Landlord's approval shall be subject to the terms of Section 5.14.1 below). All of Tenant's alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and, except as otherwise expressly permitted under Article III above with respect to the Tenant Improvement Work, in compliance such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord's general contractor or by contractors or workers first approved by Landlord, which approval will not be unreasonably withheld, conditioned or delayed. Except for work by Landlord's general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material (it being understood and agreed that no such security shall be required to be posted for contracts of less than $50,000.00); and cause each contractor to carry worker's compensation insurance in statutory amounts covering all the contractor's and subcontractor's employees and commercial general liability insurance or comprehensive general liability insurance with a broad form comprehensive liability endorsement with such limits as Landlord may reasonably require, but in no event less than $2,000,000.00 combined single limit per occurrence on a per location basis (all such insurance to be written in companies approved by Landlord and naming and insuring Landlord and Landlord's managing agent as additional insureds and insuring Tenant as well as the contractors), and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and a set of schematic plans, in both print and electronic forms, promptly after any wiring or cabling for Tenant's computer, telephone and other communications systems is installed by Tenant or Tenant's contractor; provided, however, that if the work is not of a nature where as-built plans would customarily be prepared, Tenant shall only be required to prepare and submit the type of plans that would customarily be prepared in connection with such work. Without limiting any of Tenant's obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Building that are required in order to comply with Legal RequirementsRequirements as a result of any work performed by Tenant (expressly including the Tenant Improvement Work being performed by Tenant under Article III above). Notwithstanding the foregoing, Tenant Landlord shall have the right to make alterations provide such rules and physical additions regulations relative to the Leased performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation; payment for the costs of using Building services (a copy of Landlord's current rules and regulations for construction being attached hereto as Exhibit F-2). Tenant agrees to pay promptly when due the entire cost of any work done on the Premises costing less than the Alterations Threshold Amountby Tenant, its agents, employees, or which are of such a nature as independent contractors, and not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord cause or permit any liens for labor or materials performed or furnished in writing and furnishes Landlord with plans and specifications and connection therewith to attach to the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the BuildingBuildings or the Site and promptly (in no event to exceed thirty (30) days) to discharge any such liens which may so attach. Tenant shall pay, (iv) as Additional Rent, 100% of any real estate taxes on the modifications are in compliance with all Legal RequirementsComplex which shall, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity at any time after commencement of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay Term, result from any charge to Landlord alteration, addition or any agent of Landlord for (i) supervision of any alterations or physical additions in or improvement to the Leased Premises made by Tenant. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or the Buildings to the Leased Premises made or proposed extent paid for by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Landlord.

Alterations. Except as provided for Permitted Alterations (defined below), Tenant shall not make no alterations, additions, or allow to be made any alterations or physical additions improvements in or to the Leased PremisesPremises (collectively, the “Alterations”) without first obtaining the Landlord’s prior written consent of Landlord to the plans and specifications and contractors thereforconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed for all Alterations (provided that Landlord may grant or withhold its consent to any Major Alterations (defined herein below) in its sole and absolute discretion, for any reason or no reason at all). Any such alterations or additions Alterations approved by Landlord shall be made performed only by licensed contractors or mechanics approved by Landlord in compliance with Legal Requirementswriting, which approval shall not be unreasonably withheld, conditioned or delayed (provided that any contractors performing any Major Alterations shall be subject to approval by Landlord in its sole and absolute discretion). Notwithstanding the foregoing, Tenant shall have the right submit to Landlord plans and specifications for any proposed Alterations, and may not make alterations and physical additions to the Leased Premises costing less than the any such Alterations Threshold Amount, or which are of until Landlord has approved such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of contractor performing any Alterations in writing. Tenant shall construct such Alterations in accordance with the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of sameapproved by Landlord, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are and in compliance with all Legal Requirementsapplicable Laws, and shall not amend or modify such plans and specifications without Landlord’s prior written consent. If any proposed Alterations require the consent or approval of any Holder (vdefined in Article 28 below) of any Security Instrument, Landlord shall use commercially reasonable efforts to promptly obtain such additions and alterations do consent or approval in accordance with the Security Instrument, but Tenant acknowledges that such consent or approval must be obtained prior to the construction of such Alterations. Tenant agrees not adversely affect the mechanical, electrical, plumbing, life safety, to construct or structural integrity erect partitions or other obstructions that might interfere with Landlord’s free access to mechanical installations or service facilities of the Building and (vi) Tenant coordinates its activities or interfere with the Buildingmoving of Landlord’s property manager. In no event shall Tenant be obligated equipment to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).from the

Alterations. Except as provided belowTenant shall not install any signs, fixtures, improvements, nor make or permit any other alterations or additions (individually, an “Alteration”, and collectively, the “Alterations”) to the Premises without the prior written consent of Landlord, except for Alterations that cumulatively cost less than Twenty Five Thousand Dollars ($25,000.00) and which do not affect the Building systems or the structural integrity or structural components of the Premises or the Building. In all events, Tenant shall not make or allow deliver at least ten (10) days prior notice to be made any alterations or physical additions in or Landlord, from the date Tenant intends to the Leased Premisescommence construction, without first obtaining the written consent of sufficient to enable Landlord to the post a Notice of Non-Responsibility and Tenant shall obtain all permits or other governmental approvals prior to commencing any of such work and deliver a copy of same to Landlord. All Alterations shall be at Tenant’s sole cost and expense in accordance with plans and specifications which have been previously submitted to and contractors thereforapproved in writing by Landlord, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions and shall be made installed by a licensed, insured, and bonded contractor (reasonably approved by Landlord) in compliance with Legal Requirementsall applicable Laws (including, but not limited to, the ADA), and all recorded matters and rules and regulations of the Industrial Center. Notwithstanding In addition, all work with respect to any Alterations must be done in a good and workmanlike manner. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall not create nor impose any responsibility or liability on the foregoingpart of Landlord for their completeness, design sufficiency, or compliance with any laws, ordinances, rules and regulations of governmental agencies or authorities. In performing the work of any such Alterations, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of work performed in such a nature manner as not to require a building permitobstruct access to the Industrial Center, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and or the names Common Areas for any other tenant of the contractors for all such alterations Industrial Center, and as not to obstruct the business of Landlord or additions at least seven other tenants in the Industrial Center, or interfere with the labor force working in the Industrial Center. Except with respect to the Tenant Improvements set forth in Exhibit F attached hereto, as Additional Rent hereunder, Tenant shall reimburse Landlord, within ten (710) days prior to undertaking themafter demand, (ii) Tenant provides for actual and reasonable legal, engineering, architectural, planning and other expenses incurred by Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with Tenant’s Alterations, plus Tenant shall pay to Landlord a fee equal to one percent (1%) of the total cost of the Alterations. If Tenant makes any alterations or physical additions Alterations, Tenant agrees to carry “Builder’s All Risk” insurance, in or to the Leased Premises made or proposed an amount approved by Landlord and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant (other than reimbursement in accordance with the terms of this Lease immediately upon completion thereof. Tenant shall keep the Premises and the property on which the Premises are situated free from any liens arising out of any actualwork performed, out-of-pocket costs reasonably materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to construction of any and all Alterations, cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and Tenant shall provide such assurances to Landlord, including without limitation, waivers of lien, surety company performance bonds as Landlord shall require to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity assure payment of the Building as expressed in clause (v) above)costs thereof to protect Landlord and the Industrial Center from and against any loss from any mechanic’s, materialmen’s or other liens.

Alterations. Except as provided below, Section 4.1 (a) Tenant shall not make any Alterations without Landlord’s prior written consent in each instance, which consent must be granted or allow denied in Landlord’s reasonable discretion; provided, however, that Tenant shall provide Landlord with no less than ten (10) Business Days’ notice of the making of all Alterations, but no consent of Landlord is needed for Alterations proposed to be made by Tenant to adapt the Premises for the Permitted Use or at any alterations or physical additions in other time during the Term of this Lease provided that such Alterations (i) are not Structural Alterations, (ii) do not adversely affect any part of the Building other than the Premises, the generator and/or the cooling tower servicing the Premises and (iii) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Leased PremisesBuilding. In addition and notwithstanding anything in this Lease to the contrary, without first obtaining Landlord hereby agrees that Tenant may perform those Alterations (the written “Permitted Alterations”) described on EXHIBIT G attached hereto, and no further consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoingrequired for such Permitted Alterations, Tenant except that if any of such Permitted Alterations constitute Structural Alterations, Landlord shall have the right to make alterations and physical additions to approve the Leased Premises costing less than the Alterations Threshold Amountplans therefor, or which are as provided herein. For purposes of such a nature as not to require a building permitthis Article 4, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).“

Alterations. Except Tenant shall make no alterations, additions or improvements to the Premises without Landlord’s prior written consent as provided belowherein and without a valid bulldlng permit issued by the appropriate governmental agency. To the extent that any alterations, Tenant shall not make additions or allow to be made any alterations or physical additions in or improvements to the Leased PremisesPremises constitute “Major Alterations” (as defined below), without first obtaining the written Landlord may withhold its consent of Landlord In Landlord’s sole and absolute discretion; otherwise, Landlord’s consent to any alterations, additions or Improvements to the plans and specifications and contractors therefor, which consent Premises other than Major Alterations shall not be unreasonably withheld withheld, conditioned or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant Landlord shall have the right to make alterations and physical additions not unreasonably withhold, condition or delay its consent to the Leased Premises costing less than initial alterations, additions and improvements included in the Alterations Threshold AmountTenant Improvements contemplated under paragraph 2.3. As used herein, “Major Alterations” shall mean any alterations, additions or which are of such a nature as not to require a building permit, without Landlord’s consent provided: improvements (i) Tenant notifies Landlord in writing which are visible from outside the Building (including design and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking themaesthetic changes), (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, which are structural In nature and/or (iii) such alterations or additions are not visible from to the exterior of the Leased Building or the roof of the Building. In furtherance of the foregoing, Landlord may only withhold its consent in Xxxxxxxx’s sole and absolute discretion to Xxxxxx’s proposed alterations to 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 or (collectively, the “Building Systems”) only to the extent such proposed alteration (1) are visible from outside the Building, and/or (iv2) adversely affects (in the reasonable discretion of Landlord) the modifications are exterior of the Building or the roof, foundation or structural elements of the Building; otherwise, in compliance all other cases, Xxxxxxxx’s consent to any proposed alteration to the Building Systems shall not be unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in writing at least fifteen (15) business days prior to commencement of any such work to enable Landlord to post any notice deemed proper before the commencement of such work. Any and ail such alterations, additions or improvements shall comply with all Legal RequirementsApplicable Laws including, (v) such without ilmitatlon, obtaining any required permits or other governmental approvals. Tenant shall cause its contractors and subcontractors to maintain insurance reasonably acceptable to Landlord. Upon termination of this Lease, any alterations, additions and alterations do not adversely affect the mechanicalImprovements (including without limitation all electrical, electricallighting, plumbing, life safetyheating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) made by Tenant, including the Tenant Improvements, shall at once become part of the really and belong to Landlord unless the terms of the applicable consent provide otherwise, or structural integrity Landlord subsequently requests in writing to Tenant that part or all of such Tenant additions, alterations or improvements be removed; provided, however, that, such subsequent written request shall be delivered to Tenant (a) in the event Tenant does not timely deliver any Option Notice (as defined below) to renew the Lease, no later than seventeen (17) months prior to the expiration of the Building and then Lease Term (vitime being of the essence), or (b) in the event Tenant coordinates its activities with has exhausted all options to renew this Lease pursuant to Paragraph 25.1, no later than the Building’s property managerdate that is seventeen (17) months prior to the expiration of the then Lease Term (time being of the essence). In no the event shall Tenant be obligated is required to pay any charge to Landlord or any agent remove part of Landlord for (i) supervision all of any such Tenant additions, alterations or physical additions in or improvements pursuant to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any foregoing sentence, Tenant, at its sole cost and expense, shall promptly remove the specified additions, alterations or physical additions in or improvements and shall fully repair and restore the relevant portion(s) of the Premises to the Leased condition in which Tenant is otherwise required to surrender the Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)under Paragraph 18.1.

Alterations. Except as provided belowin Section 8.04, Tenant shall not make or allow to be made any alterations alterations, additions or physical additions in or improvements to the Leased Premises, either at the inception of this Lease or subsequently during the Term, without first obtaining the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld or delayed. Any Tenant shall deliver to Landlord full and complete plans and specifications of all such alterations alterations, additions or additions improvements, and no such work shall be made in compliance commenced by Tenant until 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 Legal Requirementsany applicable laws, lawful ordinances, etc. Notwithstanding the foregoingFurther, Tenant shall have the right to make alterations indemnify and physical hold Landlord harmless from any loss, cost or expense, including attorneys’ fees and costs, incurred by Landlord as a result of any defects in design, materials or workmanship resulting from Tenant’s alterations, additions or improvements to the Leased Premises costing less than the Alterations Threshold AmountPremises. All repairs, alterations, additions, and restoration by Tenant hereinafter required or which are of such permitted shall be done in a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing good and furnishes Landlord with plans workmanlike manner and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirementsapplicable laws and applicable ordinances, (v) such additions by-laws, regulations and alterations do not adversely affect the mechanicalorders of any federal, electricalstate, plumbingcounty, life safety, municipal or structural integrity other public authority and of the Building and (vi) Tenant coordinates its activities with insurers of the Building’s property manager. In no event Tenant shall Tenant be obligated to pay any charge to Landlord or any agent of reimburse Landlord for (i) supervision Landlord’s reasonable charges for reviewing and approving or disapproving plans and specifications for any alterations proposed by Tenant. Tenant shall also reimburse Landlord for the costs of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably increased insurance premiums incurred by Landlord to verify include such alterations in the Landlord’s special form insurance coverage requirements set forth in Section 5.01, provided, however, that Landlord shall be required to include the Tenant’s plans do alterations under Landlord’s special form 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 adversely affect or cannot be included in the mechanicalcoverage of Landlord’s insurance, electrical, plumbing, life safety Tenant shall insure the alterations under Tenant’s all risk insurance policy or structural integrity policies 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 One Million Dollars ($1,000,000) per person and Two Million Dollars ($2,000,000) per occurrence(Two Million Dollars ($2,000,000) per person and Three Million Dollars ($3,000,000) per occurrence if the cost of the Building as expressed alteration, addition or improvement exceeds Two Hundred Thousand Dollars ($200,000) and covering property damage in clause the amount of One Million Dollars (v$1,000,000). The amounts of the foregoing insurance requirements shall be increased in accordance with industry standards every five (5) above)years during the Term, and Landlord and Tenant agree to execute an amendment to this Lease to such effect. Landlord may require proof of such insurance prior to commencement of any work on the Premises. Tenant shall provide to Landlord a copy of “as-built” plans for any alterations, additions or improvements constructed by Tenant.

Alterations. Except as provided belowpermitted pursuant to the Tenant Work Letter, Tenant shall not make or allow to be made permit any alterations alterations, improvements or physical additions other changes in or to the Leased Premises, without first obtaining the written consent of Premises unless and until Landlord to has approved the plans for the same in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and specifications restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall become a part of the realty and contractors thereforthe property of Landlord, which consent and shall not be unreasonably withheld or delayedremoved by Tenant. Any such Tenant shall ensure that all alterations or additions shall be made in accordance with all Laws, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building as approved by Landlord. Landlord reserves the right, along with any architects or other consultants to inspect any completed alterations, and, if such alterations are not in compliance with Legal Requirementssaid laws and regulations. Notwithstanding Tenant's obligations under this section shall survive the foregoingexpiration or earlier termination of this Lease. After the installation of the Tenant Improvements under the Work Letter, Tenant shall have the right to may make alterations such interior non-structural alterations, improvements and physical additions to the Leased Premises costing less than including, without limitation, changing color schemes, installing new countertops, flooring, wall-covering and modifying the Alterations Threshold Amountlayout of the tenant fixtures, as Tenant deems necessary or which are desirable without obtaining Landlord’s consent; provided that (a) the cost of such a nature as alterations does not to require a building permit, without Landlord’s consent provided: exceed Ten Thousand and No/100 Dollars (i$10,000.00) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names aggregate per alteration or series of the contractors for all such alterations or additions at least seven (7) days prior to undertaking themalterations, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iiib) such alterations do not adversely affect the Building systems and are completed in a good and workmanlike manner, (c) such alterations do not trigger any requirement under applicable Laws that would require Landlord to make any alteration or additions are not visible from the exterior of improvement to the Leased Premises or the Building, and (iv) the modifications are in compliance with all Legal Requirements, (vd) such additions alterations shall be completed by a contractor duly licensed in the county and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity state of the Building construction site. Whenever and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay so long as any charge to Landlord construction work or any agent of Landlord for (i) supervision of any alterations alteration work by Xxxxxx is in progress at or physical additions in or to on the Leased Premises made by Premises, Tenant or (ii) review or approval of plans or specifications for or in connection shall procure builder’s risk insurance on a completed value form and all-risk basis with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)a replacement cost provision.

Alterations. Except as provided below, Tenant shall not make no alterations, installations, changes or allow to be made any alterations or physical additions in or to the Leased PremisesPremises or the Project (collectively, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, “Alterations”) without Landlord’s prior written consent. Without limitation as to other grounds for Landlord withholding its consent provided: to any proposed Alteration, Landlord may withhold its consent to a proposed Alteration if Landlord determines that such Alteration is not compatible with any existing or planned future certification of the Project under the LEED rating system (i) Tenant notifies or other applicable certification standard). 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 furnishes upon the approval by Landlord with in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and the names of the contractors for submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord’s construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not commence any work with respect to such alterations or additions at least seven (7) days Alterations prior to undertaking themsuch date. Tenant hereby agrees to indemnify, (ii) Tenant provides defend, and hold Landlord with as-built plans free and specifications related to such alterations or additions upon completion harmless from all liens and claims of samelien, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Buildingand all other liability, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions claims and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision demands arising out of any alterations work done or physical additions in or material supplied to the Leased Premises made by or at the request of Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations Alterations. Tenant shall be entitled to install, as an initial Tenant Improvement or physical additions as an Alteration, dedicated heating, ventilation and air conditioning units (“Supplemental Units”) within the Premises at Tenant’s sole cost and expense. The plans and specifications for any Supplemental Units shall, as indicated in or this Article 9 above and the Tenant Work Letter (as applicable), be subject to Landlord’s reasonable approval. If Tenant elects to install Supplemental Units within the Premises, Tenant shall be responsible for the cost of electricity supplied to such units pursuant to the Leased Premises made or proposed by procedure described in Section 11(a) below. Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity shall be solely responsible for maintenance and repair of the Building as expressed in clause (v) above)Supplemental Units and such units shall be considered to be a fixture within the Premises and shall remain upon the Premises upon the expiration or earlier termination of the Lease Term.

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to (a) With the Leased Premises, without first obtaining the prior written consent of Landlord, Tenant may from time to time, at its sole cost and expense and after giving Landlord to the copies of all architectural plans and specifications and contractors thereforrelated governmental permits, make alterations, replacements, additions, changes, and improvements (collectively referred to in this Article as “Alterations”) in and to the interior of the Leased Premises as it may find necessary or convenient for operating the Leased Premises for the Permitted Use. Landlord may condition such consent as Landlord reasonably determines, including, without limitation, a condition requiring Tenant to remove any such Alteration upon the expiration or termination of the Lease Term and restoring the Leased Premises to the condition which existed on the date Tenant took possession, subject to normal wear and tear. Landlord shall give Tenant notice at the time of granting any such consent shall not be unreasonably withheld indicating whether Landlord will require Tenant to remove any such Alteration upon the expiration or delayed. Any such alterations or additions shall be made in compliance with Legal Requirementstermination of the Lease Term. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permitbe permitted, without Landlord’s consent provided: consent, to make alterations of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpet, so long as such alterations (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises and (ii) do not affect the walls or windows (other that Landlord approved window coverings) of the Leased Premises; the roof, subfloor or any other structural element of the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect ; or the mechanical, electrical, plumbing, life safetyheating, or structural integrity ventilating, air-conditioning and fire protection systems of the Building and (vi) Tenant coordinates its activities with Building, subject, however, to the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent right of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify request that Tenant, at Tenant’s plans do not adversely affect sole cost and expense, to remove any of such alterations upon the mechanical, electrical, plumbing, life safety expiration or structural integrity earlier termination of the Building as expressed in clause (v) above)this Lease.

Alterations. Except as provided below, (a) Tenant shall not make or allow to be made obtain Landlord’s prior written consent before making any alterations or physical additions in or of the following alterations, modifications and/or changes to the Leased PremisesPremises (collectively, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: “Consent Alterations”): (i) Tenant notifies Landlord any change in writing and furnishes Landlord with plans and specifications and the names structure of the contractors for all such alterations Improvements or additions any Equipment – Landlord costing at least seven (7) days prior to undertaking themor in excess of $500,000, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations any alterations, additions or additions upon completion improvements which would reduce the fair market value or utility of samethe Premises in its Permitted Use considered as unencumbered by this Lease, (iii) such alterations alterations, additions or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not improvements would adversely affect the structural, exterior or roof elements of the Premises or mechanical, electrical, plumbing, utility or life safetysafety systems of the Premises (provided that Tenant shall provide Landlord notice of such alteration, additions, or structural integrity improvements which directly affect the structural, exterior or roof elements of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord Premises or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, utility or life safety or structural integrity systems of the Building as expressed Premises regardless of whether the affect is adverse), or (iv) the installation of any underground storage tanks or underground fuel systems at the Premises or any portion thereof. Landlord’s prior written consent to any Consent Alterations described in clause (vi) aboveof the preceding sentence shall not be unreasonably withheld, conditioned or delayed, but Landlord’s consent to the Consent Alterations described in clauses (ii), (iii) and (iv) of such sentence may be granted or withheld in Landlord’s sole discretion; provided, however, that in no event shall Landlord withhold its consent to any Consent Alterations which are required to be made by Legal Requirements. Tenant may make any alterations, modifications, additions or improvements to the Premises (which may include signage) other than Consent Alterations without Landlord’s consent or notice to Landlord. Without limiting the foregoing, Landlord’s consent shall not be required for any alterations, changes, modifications, removals, replacements and/or upgrades to any Tenant’s Property made by Tenant.

Alterations. Except as provided below, 7.1 Tenant shall not make no alterations, installations, additions or allow to be made any alterations or physical additions improvements (collectively, “Alterations”) in or to the Leased Premises, Premises or the Licensed Space of any nature without first obtaining the written consent of Landlord to the plans and specifications and contractors thereforLandlord’s prior consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, however, that with respect to Alterations which are structural in nature or which would adversely affect (i) a Building’s base mechanical, electrical, fire protection, plumbing, HVAC systems or structure, (ii) the use by Landlord or any tenant of their respective premises, or (iii) Landlord’s insurance rates as determined by Landlord’s property insurance carrier, then Landlord may withhold, condition or delay its consent in its sole and absolute discretion. Any Alterations to be performed by Tenant may only be performed by using contractors or mechanics from Landlord’s approved list of contractors or such alterations other reputable contractors or additions mechanics as Landlord shall approve (which approval shall not be unreasonably withheld, conditioned or delayed), it being agreed, however, that Tenant must use Landlord’s designated contractor for any Alterations relating to fire safety or structural changes. Tenant agrees that all Alterations shall be made performed by Tenant in compliance accordance with all applicable Legal RequirementsRequirements (including, without limitation, the Americans with Disabilities Act of 1990 and all regulations issued thereunder) and the Campus policies then in effect. Tenant agrees to use a reputable engineer and architect licensed in the Commonwealth of Pennsylvania approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) for the preparation of all construction documents and drawings pertaining to any Alterations and to file all plans with and obtain all required permits from appropriate governmental authorities. Notwithstanding the foregoing, prior to the commencement of any Alteration, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without provide Landlord’s consent provided: (i) designated engineer any construction documents or drawings prepared by or on behalf of Tenant notifies Landlord in writing and furnishes Landlord connection with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the any Alteration that affects a Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the ’s base mechanical, electrical, fire protection, plumbing, life safetyHVAC systems or structure, or structural recognizing that the integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property managersystems shall be maintained through such review by the Building engineer. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanicalarchitect shall file all required architectural drawings and obtain all necessary permits at Tenant’s cost. Upon receipt thereof, electricalTenant shall promptly submit to Landlord, plumbingcopies of all approved plans, life safety or structural integrity of the Building as expressed in clause (v) above)permits, applications, final approvals and sign-offs.

Alterations. Except as provided below, Tenant shall not make any improvements, alterations, additions or allow to be made any alterations or physical additions installations in or to the Leased Premises, Premises (hereinafter referred to as the "Work") without first obtaining the Landlord's prior written consent of Landlord to the plans and specifications and contractors thereforconsent, which consent shall not be unreasonably withheld or delayedwithheld. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding Anything to the foregoingcontrary notwithstanding, without Landlord's consent Tenant shall have the right to make up to twenty-thousand and NO/100 Dollars ($20,000.00) in alterations and physical additions to the Leased Premises costing less than in any twelve (12) consecutive month period, provided said alterations do not affect, the Alterations Threshold AmountHVAC, electrical, mechanical or which structural systems of the Building and the resulting Premises are not diminished in value. Along with any request for Landlord's consent and before commencement of such a nature as not the Work or delivery of any materials to require a building permitbe used in the Work to the Premises or into the Facility, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes shall furnish Landlord with plans and specifications specifications, names and addresses of contractors, copies of contracts, necessary permits and licenses, and except when Landlord, its agent or affiliate is contractor. Tenant agree to defend and hold Landlord harmless from any and all claims and liabilities of any kind and description that may arise out of or be connected in any way with said improvements, alterations, additions or installations (unless said improvement work is performed by Landlord). All work done by Tenant, its agents, employees, or contractors shall be done in such a manner as to avoid labor disputes. Tenant shall pay the cost of all such improvements, alterations, additions or installations, and also the cost of painting, restoring, or repairing the Premises and the names Facility occasioned by such improvements, alterations, additions or installations. Upon completion of the contractors for all such alterations or additions at least seven (7) days prior to undertaking themWork, (ii) Tenant provides shall furnish Landlord with as-built plans contractor's sworn affidavits and specifications related to such alterations or additions upon completion full and final waivers of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are liens. The Work shall comply in compliance all material respects with all Legal Requirementsinsurance requirements and all laws, (v) such additions ordinances, rules and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity regulations of the Building all governmental authorities and (vi) shall be constructed in a good and workmanlike manner. Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated permit Landlord to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or inspect construction operations in connection with any alterations the Work. Tenant shall not be allowed, without Landlord's reasonable approval, to perform such Work if such action results or physical additions would result in a labor dispute or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity otherwise would materially interfere with Landlord's operation of the Building as expressed in clause (v) above)Facility.

Alterations. Except as provided below, Tenant shall agrees not to make or allow suffer to be made any alterations alteration, addition or physical additions in improvement to or of the Premises (hereinafter referred to the Leased Premisesas “Alterations”), or any part thereof, without first obtaining the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed (and shall be provided no later than ten (10) business days of Landlord’s receipt of Tenant’s written request for consent together with plans, specifications, and other information reasonably requested by Landlord); provided, however, Tenant acknowledges that, by way of example and without limitation, it shall be reasonable for Landlord to withhold its consent to Alterations affecting the structural portions of the Building, the Building’s “WELL” certification or any other certification from any other applicable certification agency in connection with Landlord’s sustainability practices for the Building (including, without limitation, any certification under the U.S. Green Building Council’s Leadership in Energy and Environmental Design), or the life-safety, electrical, plumbing, heating, ventilation, air-conditioning, fire-protection, telecommunications or other building systems (collectively, the “Building Systems”), or Alterations which require work to be performed in portions of the Building outside the Premises. In addition, as a condition of its consent to Alterations hereunder, Landlord may impose any reasonable requirements that Landlord considers desirable, including a requirement that Tenant provide Landlord with a surety bond, a letter of credit, or other financial assurance that the cost of the Alterations will be paid when due (provided, however, that Landlord shall only be entitled to require Tenant to provide to Landlord a lien and completion bond or other such security in connection with any Alterations in the event that following Landlord’s evaluation of Tenant’s then-current financial condition and performance history, Landlord determines in its good faith, prudent business judgment that the same is reasonably and prudently required); provided, however, that Landlord shall not require any such lien and completion bond or other such security so long as the Guaranty and Control Agreement remain in full force and effect (and there is no breach or default under either such agreement) or, if the Guaranty and Control Agreement have been terminated pursuant to Paragraph 5.C above as a result of Tenant’s satisfaction of the Guaranty Release Conditions, so long as Tenant continues to satisfy the Guaranty Release Conditions. In addition, no lien and completion bond shall be required by Landlord in connection with the Tenant Improvements. Alterations made by Tenant, including without limitation, any partitions (movable or otherwise) or carpeting, shall become a part of the Building and belong to Landlord; provided, however, that equipment, trade fixtures, furniture and other personal property shall remain the property of Tenant. If Landlord consents to the making of any Alterations, the same shall be designed and constructed or installed by Tenant at Tenant’s expense (including expenses incurred in complying with applicable laws). All Alterations (including, without limitation, the Tenant Improvements (as defined in Exhibit B attached hereto), shall be performed using union labor and only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) Landlord may, in its sole discretion, require Tenant to retain Landlord’s pre-approved engineers, general contractors, subcontractors, and architects for all work affecting the Building Systems; and (B) if Landlord consents to any Alterations that require work to be performed outside the Premises, Landlord may elect to perform such work at Tenant’s expense. Any such alterations or additions All Alterations shall be made in accordance with complete and detailed architectural, mechanical and engineering plans and specifications approved in writing by Landlord and shall be designed and diligently constructed in a good and workmanlike manner, in compliance with Legal Requirementsall applicable laws and in a manner that will not impact the Building’s “WELL” certification or any other certification from any other applicable certification agency in connection with Landlord’s sustainability practices for the Building (including, without limitation, any certification under the U.S. Green Building Council’s Leadership in Energy and Environmental Design). Notwithstanding The design and construction of any Alterations shall be performed in accordance with the foregoingLandlord Construction Rules and Regulations attached as Schedule 4 to Exhibit B. Tenant shall cause any Alterations to be made in such a manner and at such times so that any such work shall not unreasonably disrupt or interfere with the use or occupancy of other tenants or occupants of the Building. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of Tenant’s plans and specifications, Tenant’s contractors or subcontractors, design of any work, construction of any work, or delay in completion of any work. Tenant shall have the right to make alterations and physical additions perform, with prior written notice to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, but without Landlord’s consent provided: consent, any Alterations that consist only of the following (“Cosmetic Alterations”): (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names are of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, a cosmetic nature; (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or Building; (iii) will not affect the Building Systems or structure of the Building, ; (iv) cost less than $250,000.00 per project or $500,000.00 in the modifications are in compliance with all Legal Requirements, aggregate during any twelve (12) month period of the Term; (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building require a permit; and (vi) Tenant coordinates its activities with do not require work to be performed inside the Building’s property managerwalls or above the ceiling of the Premises. However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all of the other provisions of this Paragraph 7. In no the event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions conflict between the terms and conditions of this Paragraph 7 and the terms and conditions set forth in or Exhibit B attached hereto, the terms of Exhibit B attached hereto, solely with respect to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actualImprovements, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)shall control.

Alterations. Except as provided below, Tenant shall not make any alterations, additions, improvements or allow to be made any alterations or physical additions in or changes to the Leased Premises, Premises or structural changes to the Premises without in each instance first obtaining the prior written consent of Landlord to in Landlord’s sole, subjective and unfettered discretion, and the consent of any design review board or other party required under the charter unless such consent is obtained. Notwithstanding the foregoing, Tenant may make in a first-class manner such interior additions, improvements and changes in the Premises as Tenant may deem necessary or desirable in connection with operation of its office in the Premises so long as such alterations, additions, improvements and changes (i) are nonstructural, (ii) do not interfere with or otherwise affect any heating, ventilating, air conditioning, plumbing, security, fire detection and protection or utility systems, and (iii) the plans and specifications and contractors thereforfor such alterations have been submitted to Landlord for its approval, which consent approval shall not be unreasonably withheld or delayed. Any such alterations or additions , All permitted alterations, additions, improvements and changes in the Premises shall be made in compliance at Tenant’s expense and comply with Legal Requirementsall requirements and specifications set forth on Exhibit E attached to this Lease, all insurance requirements, with applicable governmental laws, statutes, ordinances, rules and regulations, and with all provisions of this Lease. Notwithstanding the foregoing, Tenant shall have be responsible for and shall pay to Landlord, as Additional Rent, the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision entire amount of any alterations taxes attributable to any alterations, additions or physical additions in or to the Leased Premises improvements made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or pursuant to this Section. All such alterations, additions, improvements and changes shall become, upon completion, the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity properly of the Building as expressed Landlord, unless otherwise agreed to in clause (v) above)writing by the Landlord.

Alterations. Except as provided below, Tenant shall not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld, conditioned or allow delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be made in Landlord’s reasonable discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or physical additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion might adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent, in Landlord’s judgment, with alterations satisfying Landlord’s standards for new alterations in the Building. Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting initial improvements performed pursuant to Article III hereof for which a fee has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (i) $150.00 per hour, plus (ii) third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work; provided, however, that such fees shall not exceed $5,000.00 without Tenant’s prior written consent (not to be 91 Hxxxxxxx Avenue\Leases\T2 Biosystems(B) unreasonable withheld, conditioned or delayed). All alterations and additions shall be part of the Building unless and until Landlord shall specify the same for removal pursuant to Section 5.2. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord. Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein, and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Leased Premises, without first obtaining the written consent of Landlord Building that are required in order to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance comply with Legal RequirementsRequirements as a result of any work performed by Tenant. Notwithstanding the foregoing, Tenant Landlord shall have the right to make alterations provide such rules and physical additions regulations relative to the Leased performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises costing less than the Alterations Threshold Amountby Tenant, its agents, employees, or which are of such a nature as independent contractors, and not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord cause or permit any liens for labor or materials performed or furnished in writing and furnishes Landlord with plans and specifications and connection therewith to attach to the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the BuildingBuildings or the Site and immediately to discharge any such liens which may so attach. Tenant shall pay, (iv) as Additional Rent, 100% of any real estate taxes on the modifications are in compliance with all Legal RequirementsComplex which shall, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity at any time after commencement of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay Term, result from any charge to Landlord alteration, addition or any agent of Landlord for (i) supervision of any alterations or physical additions in or improvement to the Leased Premises made by Tenant. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or the Building to the Leased Premises made or proposed extent paid for by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Landlord.

Alterations. Except as provided below, (a) Tenant shall not make or allow to be made any alterations alterations, additions, or physical additions in or improvements to the Leased PremisesPremises or any part of the Premises (together, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit“Alterations”), without Landlord’s prior written consent. Landlord may in its sole discretion withhold or condition approval of Alterations that affect the Building Systems or structure of the Building. Landlord shall not unreasonably withhold its consent provided: to either (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names installation of the contractors for all such furnishings, fixtures, equipment, alterations or additions at least seven improvements, provided that the same (7a) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from to any Common Area or the exterior of the Leased Premises Building, and (b) do not in any way affect the Building utility or mechanical systems or the structure of the Building, and (ivii) the modifications are repainting or recarpeting of the Premises in compliance standard Building colors. If and to the extent that any Alterations require improvements to the Premises or to the Building to comply with all applicable Legal Requirements, including the Green Building Ordinance (v) “Compliance Improvements”), if Tenant elects to undertake such additions and alterations do not adversely affect Alterations, Tenant shall be responsible for the mechanical, electrical, plumbing, life safety, or structural integrity payment of the Building and (vicosts of all such Compliance Improvements. All Alterations shall, upon expiration or termination of this Lease pursuant to its terms, immediately become Landlord’s property and, at the end of the Term, shall remain on the Premises without compensation to Tenant, unless Landlord elects by notice to Tenant in accordance with Section 22(a) to have Tenant coordinates its activities remove any Alterations. In this event, Tenant shall bear the cost of restoring the Premises to their condition prior to the installment of the Alterations. All Alterations shall comply with the Building’s property manager. In no event shall requirements of the Rules and Regulations which are Exhibit C and the Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or Construction Standards and Requirements, which is Schedule 1 to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Rules and Regulations.

Alterations. Except as provided below, (a) Tenant shall not make or allow to be made any alterations or physical additions in or additions, including, without limitation, fixtures (not including furniture and furnishings), to the Leased PremisesPremises (“Alterations”), other than Decorative Alterations (as herein defined) or place safes, vaults, filing systems, libraries or other heavy furniture or equipment within the Premises without first obtaining the written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made delayed in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or case of an Alteration (a “Qualified Alteration”) which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and has no adverse affect on the names Building’s structure or systems, including, without limitation, the mechanical, electrical, plumbing, HVAC, fire safety, fire protection or elevator systems of the contractors for all such alterations or additions at least seven Building (7) days prior to undertaking themcollectively, “Building Systems”); (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are is not visible from the exterior of the Leased Premises (not including window coverings approved by Landlord); (iii) does not result in a violation of, or require a change in, any certificate of occupancy for the Building, except as provided in Article 28 hereof; (iv) does not affect any area of the modifications are Building outside of the Premises other than the Terrace (but mere connection to Building Systems shall not be deemed to “affect” the Building or such Building Systems for the purposes hereof), except for Tenant’s Signage as provided for in compliance with all Legal Requirements, Article 29; (v) such additions does not materially affect the curtain wall of the Building; (vi) does not reduce the gross area of the Premises other than to a de minimis extent; and alterations do not (vii) does not, in Landlord’s reasonable judgment, adversely affect the mechanical, electrical, plumbing, life safety, character or structural integrity value of the Building Building. Landlord shall be entitled to retain independent consultants to review the plans and (vi) Tenant coordinates its activities with specifications for and the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent progress of Landlord for (i) supervision construction, as reasonably required, of any alterations or physical additions in or proposed Alteration and to reimbursement from Tenant, within thirty (30) days after request therefor, for all of the Leased Premises made by Tenant or (ii) review or approval reasonable and actual fees of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (such consultants and other than reimbursement of any actual, out-of-pocket costs reasonably and actually incurred by Landlord in connection with such proposed Alteration. Tenant shall, prior to verify that commencing any work in the Premises in connection with any Alteration, the nature of which would under good construction industry practice or Legal Requirements involve the preparation of plans and specifications, furnish Landlord with three (3) sets of complete plans and specifications for such work. Landlord agrees to respond to Tenant’s request for consent to its plans do not adversely affect and specifications for Alterations within (A) ten (10) Business Days after submission thereof to Landlord in the mechanical, electrical, plumbing, life safety or structural integrity case of the Building as expressed original submission and (B) five (5) Business Days in clause (vthe case of any resubmission of disapproved plans. Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications necessary under good construction practice to the review of such items, and to condition its approval upon Tenant making reasonable revisions to the plans and specifications or supplying additional information. Any disapproval given by Landlord shall be accompanied by a written statement of the reason(s) above)for such disapproval. Any Alterations for which consent has been received shall be performed substantially in accordance with plans and specifications approved by Landlord, and no material amendments or additions thereto shall be made without the prior consent of Landlord, which consent shall be granted or withheld in accordance with the same criteria applied in granting initial consent to the applicable Alterations.

Alterations. Except as provided below, 7. Tenant shall not make any alterations, additions or allow improvements to the Leased Premises (whether or not the same may be structural in nature) without Landlord's prior written consent which will not be unreasonably withheld and then only at times and by contractors or mechanics approved by Landlord. All alterations, additions or improvements made any alterations or physical additions in or by either party hereto to the Leased Premises, without first obtaining except movable office furniture and moveable equipment installed at Tenant's expense, shall become the written consent property of Landlord to and remain upon and be surrendered with the plans Leased Premises at the expiration of the term hereof and specifications all property remaining in the Leased Premises after the last day of the term of this Lease shall conclusively be deemed abandoned by Tenant or may be removed and contractors thereforstored by Landlord, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirementsat Tenant's cost. Notwithstanding the foregoingabove, Tenant shall have the right Landlord may by written notice to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold AmountTenant, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: given thirty (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (730) days prior to undertaking themthe end or the Lease term, (ii) require Tenant provides Landlord with as-built plans to remove, at its sole cost and specifications related to expense, all or any part of such alterations and repair any damage caused by such installation or additions upon completion removal. Notwithstanding the forgoing, Tenant shall be allowed to make non-material alterations, additions, or improvements to the demised premises without Landlord's consent. Such alterations, additions, or improvements shall be at Tenant's sole expense. For the purpose of samethis paragraph, (iii) such alterations the term of "non-material" shall mean any alteration, addition, or additions are improvement which does not visible from affect the exterior structure of the Leased Premises building (including its building systems) or the Building, demise premises and which costs less than Five Thousand (iv$5,000.00) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)dollars.

Alterations. Except as provided below, Tenant (a) Borrower shall not make or allow cause Mortgage Borrower to be made obtain Mortgage Lender’s prior written consent to any alterations or physical additions to any Improvements (each, an “Alteration” and collectively, “Alterations”) as and when required pursuant to Section 5.1.21 of the Mortgage Loan Agreement. Following the repayment of the Mortgage Loan and Mezzanine A Loan in or to the Leased Premisesfull, without first obtaining the Borrower shall obtain Administrative Agent’s prior written consent of Landlord to the plans and specifications and contractors thereforany Alterations, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall delayed except with respect to Alterations that would reasonably be made in compliance with Legal Requirementsexpected to have a Material Adverse Effect. Notwithstanding the foregoing, Tenant Administrative Agent’s consent shall not be required in connection with any Alterations that (i) will not have a Material Adverse Effect and the right 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 make alterations and physical additions pay for such obligations, (iv) that are Required Repairs, (v) to address any life safety issues to avoid imminent danger to the Leased Premises costing less than health or safety of Persons at the Alterations 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 Threshold Amount, or (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 the Mortgage Loan Agreement. Administrative Agent shall grant or deny any consent required under this Section 5.1.21 within ten (10) Business Days after the receipt of the applicable request and all documents reasonably necessary in connection therewith. In the event that Administrative Agent fails to respond within such ten (10) Business Day period and such request was marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” 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: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, then in the event that Administrative Agent 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 Administrative Agent to the requested item, provided, that Administrative Agent 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 Administrative Agent 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 (1) such amounts to be paid or reimbursed by Tenants under the Leases, (2) 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 of the Mortgage Loan Agreement, (3) any amounts for the construction of the New Hotel Tower pursuant to and in accordance with Section 5.1.21(c) hereof and (4) costs incurred in connection with a Restoration of the Property in accordance with the terms hereunder), Borrower shall promptly deliver to Administrative Agent (or cause Mortgage Borrower to cause CPLV Tenant to deliver) such excess amount as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (each, an “Alteration Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a nature as not rating acceptable to require Administrative Agent or (D) a building permitLetter of Credit, without Landlord’s consent provided: provided that any such Alteration Deposit made by CPLV Tenant in cash shall be made into (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names an account of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant Mortgage Lender or (ii) review or approval if the funds are being deposited by CPLV Tenant in an account in the name of plans or specifications for or CPLV Tenant held by an Eligible Institution subject to a security interest in connection with any alterations or physical additions in or favor of Mortgage Borrower and assigned to Mortgage Lender and subject to the Leased Premises made control of Mortgage Lender pursuant to a deposit or proposed by Tenant securities account control agreement in form and substance reasonably satisfactory to Mortgage Lender, and such security shall be subject to the terms and conditions of the CPLV Lease SNDA. Subject to Section 5.1.21(b) below and the CPLV Lease SNDA, during the continuance of an Event of Default (other than reimbursement a CPLV Lease Default so long as Borrower is proceeding to cure (or cause to be cured) 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 pursuant to contest in good faith and in CPLV Tenant’s prudent business judgment, if amounts are not otherwise paid by CPLV Tenant, Mortgage Borrower or Borrower prior to delinquency, upon two (2) Business Days prior notice to CPLV Tenant, Mortgage Borrower or Borrower, Administrative Agent may apply such security from time to time at the option of Administrative Agent to pay for such Alterations. Notwithstanding any of the foregoing to the contrary, no such security and/or Alterations Deposit shall be required to the extent Mortgage Borrower is required to and does provide such security and/or Alterations Deposit (as defined in the Mortgage Loan Agreement) for the same to Mortgage Lender in accordance with the Mortgage Loan Documents. In the event any Alteration constitutes Material Capital Improvements (as defined in the CPLV Lease) and no consultant or engineer shall have been engaged by the Mortgage Lender pursuant to Section 5.1.21(a) of the Mortgage Loan Agreement, Administrative Agent shall have the right, at Borrower’s, Mortgage Borrower’s or CPLV Tenant’s cost and expense, to engage an engineer or other construction consultant to conduct inspections during the construction of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)such Material Capital Improvements.

Alterations. Except as provided below, Tenant shall not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld, conditioned or allow delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be made in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or physical additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion might adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent, in Landlord’s judgment, with alterations satisfying Landlord’s standards for new alterations in the Building. Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting initial improvements performed pursuant to Article III hereof, it being understood that the below fees are hereby waived with respect to such review), as Additional Rent, an amount equal to the sum of: (i) $150.00 per hour, plus (ii) third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Except for any additions or alterations which Tenant requests to remain in the Premises in Tenant’s notice seeking Landlord’s consent for the installation thereof (which notice shall specifically refer to this Section 5.12) and for which Landlord specifically agrees in writing may remain, all alterations and additions shall be part of the Building unless and until Landlord shall specify the same for removal pursuant to Section 5.2. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord. Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein, and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Leased Premises, without first obtaining the written consent of Landlord Building that are required in order to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance comply with Legal RequirementsRequirements as a result of any work performed by Tenant. Notwithstanding the foregoing, Tenant Landlord shall have the right to make alterations provide such rules and physical additions regulations relative to the Leased performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises costing less than the Alterations Threshold Amountby Tenant, its agents, employees, or which are of such a nature as independent contractors, and not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord cause or permit any liens for labor or materials performed or furnished in writing and furnishes Landlord with plans and specifications and connection therewith to attach to the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the BuildingBuildings or the Site and immediately to discharge any such liens which may so attach. Tenant shall pay, (iv) as Additional Rent, 100% of any real estate taxes on the modifications are in compliance with all Legal RequirementsComplex which shall, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity at any time after commencement of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay Term, result from any charge to Landlord alteration, addition or any agent of Landlord for (i) supervision of any alterations or physical additions in or improvement to the Leased Premises made by Tenant. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or the Building to the Leased Premises made or proposed extent paid for by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Landlord.

Alterations. Except as provided belowmay be expressly set forth herein, Tenant shall not make alterations and additions to the Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or allow to improvements which are visible outside the Premises shall be made in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or physical additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion might adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building, or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration (Landlord hereby agreeing that it will not withhold its consent to the Leased installation of internal staircases on the grounds that the same require unusual expense to readapt, provided that Landlord may nonetheless withhold such approval on other grounds or condition approval on the Premises being restored at the end of the Term to its condition prior to the installation of such internal staircases) or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, or (d) enlarge the Rentable Floor Area of the Premises, without first obtaining the written consent of Landlord or (e) except with respect to the Tenant Improvement Work, are inconsistent in Landlord’s judgment with alterations satisfying Landlord’s standards for new alterations in the Building. Landlord’s review and approval of any such plans and specifications and contractors therefor, which consent to perform work described therein shall not be unreasonably withheld deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or delayedobligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Any Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such alterations or additions shall be made in compliance with Legal Requirementswork. Notwithstanding the foregoingWithin thirty (30) days after receipt of an invoice from Landlord, Tenant shall have the right pay to make alterations and physical additions Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting initial improvements performed pursuant to Article III hereof for which a fee has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent providedsum of: (i) Tenant notifies Landlord in writing One Hundred Fifty and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven 00/100 Dollars (7$150.00) days prior to undertaking themper hour, plus (ii) if Landlord reasonably determines that a third-party consultant is needed to review such work or plans, then Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of reimburse Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, reasonable third-party out-of-pocket costs reasonably incurred by Landlord in hiring said third party to verify that review Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)and Tenant’s work.

Alterations. Except as provided below, Tenant (a) Xxxxxx’s prior approval shall not make or allow to be made required in connection with any alterations to any Improvements (“Alterations”) (i) that are reasonably likely to have an Individual Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or physical additions in replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or to (iii) that materially and negatively affect the Leased Premises, without first obtaining structural integrity of the written consent of Landlord to the plans and specifications and contractors thereforImprovements, which consent shall not approval may be unreasonably granted or withheld or delayed. Any such alterations or additions shall be made in compliance with Legal RequirementsLender’s reasonable discretion. Notwithstanding the foregoing, Tenant Xxxxxx’s consent shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, not be required in connection with any (A) repairs based on life safety or emergency conditions or which are of such a nature as not required to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord comply with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all applicable Legal Requirements, (vB) work disclosed to the Lender on Schedule X attached hereto other than material expansions to Improvements on the Property to the extent consent is required for such additions expansions pursuant to the foregoing sentence, (C) non-structural or decorative work performed in the ordinary course of Borrower’s business, (D) tenant improvements and alterations do not adversely affect other Alterations made pursuant to an Approved Annual Budget except to the mechanical, electrical, plumbing, life safety, or structural integrity extent such Alterations are reasonably anticipated to exceed the applicable Alteration Threshold; (E) Alterations under and pursuant to any existing Lease as of the Building and Closing Date (vipursuant to the terms thereof in existence as of the Closing Date) Tenant coordinates its activities or any Lease entered into in accordance with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent terms and conditions of Landlord for Section 4.14 (i) supervision of any alterations or physical additions in or pursuant to the Leased Premises made by Tenant or (iiterms thereof in existence as of the date such Lease was entered into in accordance with the terms and conditions of Section 4.14) review or approval of plans or specifications for or other than in connection with any alterations or physical additions in or material expansions to Improvements on the Property to the Leased Premises made extent consent is required for such expansion pursuant to the foregoing sentence; and (F) alterations and repairs arising out of a Casualty or proposed by Condemnation in accordance with the terms and conditions hereof, (G) any repairs required pursuant to this Agreement, (H) any pavement of roads, driveways and parking lots, (I) any roof repairs or replacements or installation or any other addition of antenna or solar panels at an Individual Property and (J) Tenant Funded Alterations (other than reimbursement of clauses (A) through (J), the “Approved Alterations”). To the extent that the Deemed Approval Requirements are fully satisfied in connection with any actualBorrower request for Lender consent under this Section and Xxxxxx thereafter fails to respond, out-of-pocket costs reasonably incurred by Landlord Xxxxxx’s approval shall be deemed given with respect to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)matter for which approval was requested.

Alterations. Except as provided below, Tenant shall not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or allow to improvements which are visible outside the Premises (including, without limitation, from common lobbies within the Building) shall be made in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or physical additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion might adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent, in Landlord’s judgment, with alterations satisfying Landlord’s standards for new alterations in the Building. Tenant covenants and agrees that any alterations, additions or improvements made by it to or upon the Premises pursuant to this Section 5.12 shall be done in a good and workmanlike manner and in compliance with all Legal Requirements (as defined in Exhibit B-1) and all Insurance Requirements (as hereinafter defined). Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting initial improvements performed pursuant to Article III hereof for which a fee has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (i) $150.00 per hour for time spent by Landlord’s in-house personnel beyond the first four (4) hours for which there shall be no charge, plus (ii) third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. All alterations and additions shall be part of the Building unless and until Landlord shall specify the same for removal pursuant to Section 5.2. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord. Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein, and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Leased PremisesBuilding that are required in order to comply with Legal Requirements as a result of any work performed by Tenant. Landlord shall have the right to provide such rules and regulations relative to the performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without first obtaining limitation, payment for the written consent costs of Landlord using Building services. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the plans Premises or the Buildings or the Site and specifications immediately to discharge any such liens which may so attach. Tenant shall pay, as Additional Rent, 100% of any real estate taxes on the Property which shall, at any time after commencement of the Term, result from any alteration, addition or improvement to the Premises made by Tenant. Tenant acknowledges and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions agrees that Landlord shall be made the owner of any additions, alterations and improvements in compliance with Legal Requirementsthe Premises or the Building to the extent paid for by Landlord. Notwithstanding the foregoingterms of Section 5.12, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permitright, without Landlord’s obtaining the prior consent provided: of Landlord but upon notice to Landlord given ten (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (710) days prior to undertaking them, the commencement of any work (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from which notice shall specify the exterior nature of the Leased Premises work in reasonable detail), to make alterations, additions or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or improvements to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).where:

Alterations. Except as otherwise provided belowin Article 5.B. above and Exhibit B attached hereto, Tenant shall not make or allow to be made any no alterations or physical additions in or to the Leased Premises, Premises (“Alterations”) without first obtaining the prior written consent of Landlord Landlord, which consent may be withheld in Landlord’s sole discretion as to Alterations which adversely affect or impair the plans structural integrity of or the efficient and specifications proper operation of the operating systems of the Building, and contractors therefor, which consent shall not be unreasonably withheld withheld, delayed or conditioned as to all other Alterations. Any Alterations shall only be performed by contractors or mechanics approved by Landlord in writing (which approval shall not be unreasonably withheld, conditioned or delayed), and only upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question (to the extent such plans and/or specifications would customarily be prepared for work of such nature), to be prepared and submitted by Tenant, at its sole cost and expense, which approval shall not be unreasonably withheld, conditioned or delayed. Any such alterations 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 additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions material supplied to the Leased Premises costing less than by or at the Alterations Threshold Amount, or which are request of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any Alterations. If permitted Alterations are made by, on behalf of, or at the request of, Tenant, they shall be made at Tenant’s sole cost and expense and shall be and become the property of Landlord, except that Landlord may, by written notice to Tenant given at the time of approval of such Alterations, require Tenant, at Tenant’s expense, to remove all partitions, counters, railings and other Alterations installed by Tenant, and to repair any damages to the Premises caused by such removal. Unless Landlord notifies Tenant in writing of such removal obligation at the time of Landlord’s approval of the plans and specifications therefor in accordance with the terms and conditions of Exhibit B attached hereto, Tenant shall not be required to remove any alterations or physical additions in or improvements made to prepare the Premises for Tenant’s initial occupancy; provided, however, that Landlord agrees that Tenant shall not be obligated to remove any of the improvements conceptually shown on the space plan hereto as Exhibit B-1, subject to the Leased Premises made terms and conditions of Exhibit B attached hereto. Any and all costs attributable to or proposed related to the applicable building codes of the City of Boston (or any other authority having jurisdiction over the Building) arising from Tenant’s plans, specifications, improvements, Alterations or otherwise shall be paid by Tenant at its sole cost and expense. With regard to repairs, Alterations or any other work arising from or related to this Article 5, Landlord shall be entitled to receive a commercially reasonable administrative/supervision fee, not to exceed three percent (other than reimbursement 3%) of the so-called “hard” costs of any actualsuch work, out-of-pocket to compensate Landlord for costs reasonably incurred by Landlord to verify that Tenantand expenses arising from Landlord’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)review and approval processes.

Alterations. Except 15.1 Tenant agrees that, except as provided belowexpressly permitted in this Article 15, Tenant it shall not make or allow to be made any alterations alterations, physical additions, or physical additions improvements in or to the Leased Premises, Premises without first obtaining the written consent of Landlord in each instance. As used herein, the term "Minor Alteration" refers to an alteration that (a) does not affect the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names outside appearance of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans Building and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are is not visible from the exterior Common Areas, (b) is non-structural and does not impair the strength or structural integrity of the Leased Premises or the Building, and (ivc) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do does not adversely affect the mechanical, electrical, plumbingHVAC 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, life safetygiven, or structural integrity of withheld in Landlord's sole discretion. Notwithstanding the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated foregoing, Landlord consents to pay any charge to Landlord or any agent of Landlord for Minor Alterations, so long as (i) supervision the aggregate cost of such work is less than $100,000.00 in any alterations or physical additions in or to the Leased Premises made by Tenant or twelve-month period, (ii) review such work constitutes a Minor Alteration (iii) no building permit is required in connection therewith or approval Tenant obtains a building permit if one is required, (iv) such work conforms to the then existing Building standards; and (v) Tenant provides Landlord with written notice of the scope of the proposed work and the time that the proposed work is to be commenced and provides Landlord with copies of any plans or and specifications for or and building permits obtained in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement Minor Alteration. At the time of any actualrequest for Landlord's consent, 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 twenty (20) 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 within thirty (30) days of invoice, the reasonable out-of-pocket costs reasonably incurred 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 Tenant uses its own contractors, laborers, materialmen, and others to furnish 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 required by Landlord, completion bonding, 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 verify that Tenant may be withdrawn immediately upon written notice from Landlord to Tenant’s plans do . Landlord agrees not adversely affect to require completion bonding for any other alterations so long as the mechanicalinitially named Tenant is the Tenant under this Lease. Tenant, electricalat its expense, plumbingshall obtain all necessary governmental permits and certificates for the commencement and prosecution of alterations, life safety additions, or structural integrity 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 and requirements of public authorities and with all applicable requirements of insurance bodies. All alterations, additions, or improvements shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to be better than the original installations of the Building Building. Upon the completion of work and upon request by Landlord, Tenant shall provide Landlord copies of all waivers or releases of lien from each of Tenant's Contractors. No alterations, modifications, or additions to the Project or the Premises shall be removed by Tenant either during the Term or upon the Expiration Date or the Termination Date without the express written approval of Landlord unless the alterations, modifications or additions removed are replaced with items of comparable value and utility for general office purposes or were installed by Tenant at Tenant's cost after completion of the Tenant Work and the Tenant MTS Work (as expressed those terms are defined in clause (v) aboveArticle 56). Tenant shall not be entitled to any reimbursement or compensation resulting from its payment of the cost of constructing all or any portion of said improvements or modifications thereto unless otherwise expressly agreed by Landlord in writing.

Alterations. Except as provided belowTenant shall make no changes, alterations, modifications, improvements, or additions to the Premises without Landlord’s prior written consent which will not unreasonably be withheld. Any changes, alterations, modifications, improvements, or additions to the Premises approved by Landlord shall be performed by a contractor selected by Xxxxxx and approved by Landlord. Such approval of contractor shall not be unreasonably withheld. Subject to provisions and conditions set forth above and to those which follow, Tenant shall at its expense, may make alterations, installations, additions or improvements which are nonstructural and which do not make affect utility services or allow to be made any alterations or physical additions plumbing and electrical lines, in or to the Leased interior of the Premises, by using contractors or mechanics first approved by Landlord. Tenant shall comply strictly with all conditions contained in such consent and shall discharge and hold Landlord harmless of and from all charges for labor, services, or materials in connection with such alterations, modifications, improvements or additions. Tenant shall not drive nails or drill into or deface in any manner any part of the Premises or the Shopping Center or permit the same to be done without first obtaining the prior written consent of Landlord to the plans and specifications and contractors therefor, which consent Landlord. Tenant shall not cause any telephone, telegraph, burglar alarm, fire or smoke alarm, or other electrical or mechanical devices or attachments of any nature to be unreasonably withheld placed upon the woodwork, walls, ceiling, or delayedfloor of the Premises without the prior consent and under the supervision of Landlord. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have not install any electrical equipment in the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or premises which are of such a nature as not to require a building permit, without in Landlord’s consent provided: (i) Tenant notifies Landlord sole opinion will over load the wiring installations in writing and furnishes Landlord with plans and specifications and the names of Premises and/or the contractors for all such alterations Shopping Center or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities interfere with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to reasonable use thereof by Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions other tenants in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Shopping Center.

Alterations. (a) Except as expressly provided in Section 6.03(b) below, Tenant Lessee shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, Premises without first obtaining the prior written consent of Landlord Lessor. If Lessee desires to make any alteration to the Premises, Lessee shall, prior to commencing same, submit plans and specifications therefor to Lessor. Lessor will, within thirty (30) days after receipt of such plans and specifications, promptly review and approve the plans and specifications or note in writing any required changes or corrections that must be made to the plans and specifications. If Lessor fails to object to the plans and specifications and contractors thereforwithin thirty (30) days after submission thereof, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions Lessor shall be made in compliance with Legal Requirementsdeemed to have approved such plans and specifications. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions If Lessor timely objects to the Leased Premises costing less than plans and specifications, Lessee shall make the Alterations Threshold Amount, required changes or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing corrections and furnishes Landlord with resubmit the plans and specifications and the names to Lessor within thirty (30) days after receiving notice of the contractors for all such alterations required corrections or additions at least seven (7) days prior changes. The failure of Lessor to undertaking them, (ii) Tenant provides Landlord with as-built object to the resubmitted plans and specifications related to within thirty (30) days shall constitute Lessor's approval of such alterations resubmitted plans. Minor changes in work or additions upon completion of same, (iii) such alterations or additions are materials not visible from affecting the exterior general character of the Leased Premises or the Buildingimprovements may be made at any time without Lessor's approval, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity but a copy of the Building altered plans and (vi) Tenant coordinates its activities with the Building’s property managerspecifications must be furnished to Lessor. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision Lessor's approval of any alterations or physical additions in or plans and specifications applies only to the Leased Premises made by Tenant or (ii) review or conformity of the plans and specifications to the general architectural plan for the Premises, and Lessor may not unreasonably withhold approval of plans and specifications. Lessor's approval does not constitute approval of the architectural or specifications engineering design, and Lessor, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in connection with any alterations building or physical additions in improvement constructed from the plans or specifications, and Lessee, to the Leased Premises made or proposed extent allowed by Tenant (other than reimbursement of any actuallaw, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)shall indemnify and hold Lessor harmless from all such liability and responsibility.

Alterations. Except as provided below, Tenant shall may not make any improvement, alteration, addition or allow change to be made any alterations or physical additions in the Premises or to any mechanical, plumbing or HVAC facilities or other systems serving the Leased Premises, Premises (an “Alteration”) without first obtaining the written consent of Landlord to the plans and specifications and contractors thereforLandlord’s prior consent, which consent shall be requested by Tenant not less than 30 days before commencement of work and shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirementsby Landlord. Notwithstanding the foregoing, Tenant provided that Landlord receives 10 business days’ prior notice, Landlord’s prior consent shall have not be required for any Alteration that is decorative only (e.g. carpet installation or painting) and not visible from outside the right to make alterations and physical additions to the Leased Premises costing less than the or that (i) is reasonably estimated (together with any other Alterations Threshold Amount, or which are of such a nature as not to require a building permit, performed without Landlord’s consent provided: pursuant to this sentence during the 12-month period ending on the date of such notice) to cost less than $25,000.00; (ii) is not visible from outside the Premises; (iii) does not affect any system or structural component of the Building; and (iv) does not require work to be performed inside the walls or above the ceiling of the Premises. For any Alteration, (a) Tenant, before commencing work, shall deliver to Landlord, and obtain Landlord’s approval of, plans and specifications; (b) Landlord, in its discretion, may require Tenant to obtain security for performance satisfactory to Landlord; (c) Tenant shall deliver to Landlord “as built” drawings (in CAD format, if requested by Landlord), completion affidavits, full and final lien waivers, and all governmental approvals; and (d) Tenant shall pay Landlord upon demand (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the BuildingLandlord’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, reasonable out-of-pocket costs reasonably expenses incurred by Landlord in reviewing the work, and (ii) a coordination fee equal to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity 3% of the Building as expressed in cost of the work; provided, however, that this clause (vd) above)shall not apply to any Tenant Improvements.

Alterations. Except as provided below, Tenant shall not (i) make any Capital Alterations on or allow to be made any alterations Leased Property, (ii) enlarge or physical additions reduce the size of any Facility and/or (iii) make any Capital Alterations or other Alterations that would tie in or connect with any improvements on property adjacent to the Leased PremisesLand. Tenant may, without first obtaining Landlord’s consent, make any alterations, additions, or improvements (collectively, with the alterations described in items (i) – (iii) of the preceding sentence, “Alterations”) to any Leased Property if such Alterations are not of the type described in clause (i), (ii) or (iii) above, so long as in each case: (w) the same do not (A) decrease the value of the Leased Property, (B) affect the exterior appearance of the Leased Property, or (C) affect the structural components of the Leased Property or the main electrical, mechanical, plumbing, elevator or ventilating and air conditioning systems for any Facility, (x) the same are consistent in terms of style, quality and workmanship to the original Leased Property and Fixtures, (y) the same are constructed and performed in accordance with the provisions of Section 11.2 below and (z) unless such amounts and Alterations are expressly provided for as a separate line item in an Annual Capital Expenditure Budget approved by Landlord, the cost thereof does not exceed, in the aggregate, $50,000 for any consecutive 12)month period with respect to any single Facility. Except for those limited Alterations that expressly do not require Landlord’s consent pursuant to the preceding sentence, all Alterations shall be subject to Landlord’s prior written consent, in Landlord’s sole discretion. To the extent Landlord’s prior written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made required in compliance connection with Legal Requirementsany Alterations, Landlord may impose such conditions thereon in connection with its approval thereof as Landlord deems appropriate, including without limitation, increasing the Capital Expenditures Deposit to cover the cost thereof. Notwithstanding the foregoing, Tenant Landlord agrees that painting, landscaping, and replacement of floor, wall and window coverings and items constituting furniture and Tenant’s Personal Property shall have the right to make alterations and physical additions to the Leased Premises costing less than the be deemed Alterations Threshold Amount, or which are of such a nature as that do not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names consent, regardless of the contractors for all such alterations or additions at least seven cost thereof, so long as the same meet the requirements of clauses (7x) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (vy) above).

Alterations. Except as provided belowLessee shall make no alterations, Tenant shall not make installations, additions or allow to be made any alterations or physical additions improvements (hereinafter collectively called "ALTERATIONS") in or to the Leased PremisesDemised Premises or the Building (other than Immaterial Alterations, hereinafter defined) without first obtaining the Lessor's prior written consent of Landlord consent. Consent by Lessor to the plans and specifications and contractors therefor, which consent Lessee's Alterations shall not be unreasonably withheld withheld, conditioned or delayed, except that as to Alterations made subsequent to the Rent Commencement Date, Lessor may withhold its consent for any reason with regard to requested Alterations (other than Immaterial Alterations) by Lessee which (i) affect the structure of the Building or the mechanical, plumbing or electrical systems of the Building, or (ii) could cause the imposition of additional costs or obligations on Lessor (which are not reimbursed or reimbursable by Lessee to Lessor's reasonable satisfaction). Any Except with respect to Immaterial Alterations (hereinafter defined), Lessee, at its sole cost and expense, shall provide Lessor with a copy of the original or revised full-floor mechanical and electrical plans for the floor or floors on which the Alterations are to be made, revised by the Building architect and engineers to show Lessee's proposed Alterations. If any Alterations are made without the prior written consent of Lessor (where such alterations consent is required), Lessor may correct or additions remove the same, and Lessee shall be liable for any and all expenses incurred by Lessor in the performance of this work. All Alterations shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking themLessee's sole expense, (ii) Tenant provides Landlord with as-built plans at such times and specifications related to in such alterations or additions upon completion of samemanner as Lessor may reasonably designate, (iii) such alterations or additions are not visible from in a good, workmanlike, first class and prompt manner, (iv) using new materials only, (v) in accordance with all applicable legal requirements and the exterior requirements of the Leased Premises or any insurance company insuring the Building, (ivvi) the modifications are in compliance accordance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building Lessor's reasonable Construction Rules and (vivii) Tenant coordinates its activities only by such contractors or mechanics as are approved in writing by Lessor in accordance with the Building’s property managernext following sentence. In no event Approval of contractors or mechanics by Lessor, which approval may not be unreasonably withheld, shall Tenant be obligated to pay any charge to Landlord based upon the contractors or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actualmechanics being properly licensed, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanicaltheir financial posture, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).experience and past job performance. An "

Alterations. Except as provided below, Tenant shall not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld, conditioned or allow delayed. However, Laxxxxxx’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be made in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or physical additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion might adversely affect any structural or to exterior element of the Leased Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without first obtaining expense to Landlord, (d) enlarge the written consent Rentable Floor Area of Landlord to the Premises, or (e) are inconsistent, in Landlord’s judgment, with alterations satisfying Landlord’s standards for new alterations in the Building. Landlord’s review and approval of any such plans and specifications and contractors therefor, which consent to perform work described therein shall not be unreasonably withheld deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or delayed. Any obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such alterations or additions shall be made in compliance plans, specifications and work with applicable Legal Requirements. Notwithstanding the foregoing, Tenant shall have the Requirements and Insurance Requirements nor give right to make alterations and physical any other parties. Landlord shall respond to Texxxx’s request for consent to any alterations, additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are improvements within fifteen (15) days after receipt of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications for the same, including, providing details on any reasons for disapproval, and the names of the contractors for all Landlord shall respond to any resubmissions with respect to such alterations alterations, additions or additions at least improvements within seven (7) days. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Laxxxxxx’s interest in the Complex in connection with any work. Within thirty (30) days prior after receipt of an invoice from Landlord, Tenant shall pay to undertaking themLandlord as a fee for Landlord’s review of any work or plans, (ii) Tenant provides as Additional Rent, all reasonable third party expenses incurred by Landlord with as-built to review Texxxx’s plans and specifications related Texxxx’s work. Except for any additions or alterations which Tenant requests to such remain in the Premises in Tenant’s notice seeking Landlord’s consent for the installation thereof (which notice shall specifically refer to this Section 5.12) and for which Landlord specifically agrees in writing may remain, all alterations or and additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity shall be part of the Building unless and (vi) Tenant coordinates its activities with until Landlord shall specify the Building’s property managersame for removal pursuant to Section 5.2. In It is agreed that in no event shall Tenant be obligated to pay remove any charge of Landlord’s Work, nor shall Tenant be required to remove any of Tenant’s Work except to the extent Landlord reasonably determines such improvements will materially impair the future marketability of the Premises for office and light manufacturing use and Landlord notifies Tenant in writing that Landlord will require removal of such improvements at the time Landlord approves Tenant’s Plans. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by a general contractor or by contractors or workers selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Except for work by Xxxxxxxx’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any agent wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Xxxxxx’s contractor. Without limiting any of Landlord Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for (i) supervision the costs of any alterations alterations, additions or physical additions improvements in or to the Leased Building that are required in order to comply with Legal Requirements as a result of any work performed by Xxxxxx. Landlord shall have the right to provide such reasonable rules and regulations relative to the performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services provided such rules and regulations are delivered to Tenant no later than the date on which Landlord consents to the same hereunder (or if consent is not required, then provided the same are delivered to Tenant within five (5) days after Tenant notifies Landlord of its intent to perform the same). Xxxxxx agrees to pay promptly when due the entire cost of any work done on the Premises by Xxxxxx, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and discharge any such liens which may so attach within fifteen (15) days after notice thereof. Tenant shall pay, as Additional Rent, 100% of any real estate taxes on the Complex which shall, at any time after commencement of the Term, result from any alteration, addition or improvement to the Premises made by Tenant. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or the Building to the Leased extent paid for by Landlord. 00 Xxxxxxxx Xxxxxx - Fractyl (FINAL) Notwithstanding the terms of this Section 5.12, Tenant shall have the right, without obtaining the prior consent of Landlord but upon prior notice to Landlord, to make alterations, additions or improvements to the Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).where:

Alterations. Except as provided belowfor non-structural and non-material Alterations that (i) do not exceed $60,000 in the aggregate in any fiscal year, (ii) do not affect any Building System or the structural portions of the Building, (iii) do not require penetrations into the roof of the Building, and (iv) do not require work on the roof of the Building, Tenant shall not make or allow to be made permit any alterations or physical additions Alterations in or to the Leased Premises, Premises without first obtaining the written consent of Landlord to the plans and specifications and contractors thereforLandlord’s consent, which consent shall not be unreasonably withheld withheld. Landlord shall notify Tenant whether Landlord grants or delayeddenies its consent with ten (10) business days after receipt of Tenant’s consent request. Any such alterations If Landlord fails to notify Tenant that Landlord is or additions is not granting its consent to a Tenant Alterations consent request within the stated time for response, then Landlord shall be deemed to have granted its consent to Tenant’s Alteration request. Tenant shall not be responsible for any type of Landlord supervision fee, including but not limited to, construction supervision and architectural plan review in connection with any Alterations made in compliance with Legal Requirementsto the Premises unless the Alterations (i) affect any Building System or the structural portions of the Building, or (ii) require penetrations into the roof of the Building. Notwithstanding the foregoingWith respect to any Alterations made by or on behalf of Tenant that requires Landlord’s consent, (i) not less than 10 days prior to commencing any Alteration, Tenant shall have deliver to Landlord the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amountplans, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and necessary permits for the names of the Alteration, together with certificates evidencing that Tenant’s contractors for all such alterations and subcontractors have adequate insurance coverage naming Landlord and any other associated or additions at least seven (7) days prior to undertaking themaffiliated entity as their interests may appear as additional insureds, and (ii) Tenant provides Landlord the Alteration shall be constructed with as-built plans new materials, in a good and specifications related to such alterations or additions upon completion of sameworkmanlike manner, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are and in compliance with all Legal RequirementsLaws and the plans and specifications delivered to, (v) such additions and, if required above. approved by Landlord. Any Alteration by Tenant shall be 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 alterations do 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 will restore the Premises to the condition existing prior to Tenant’s Alteration. Landlord has the right to require Tenant to remove the Alterations at the expiration or termination of this Lease, at the sole expense of Tenant. Upon the expiration or termination of this Lease, if required by Landlord, the Premises shall be returned to the condition in which they were delivered to Tenant at the commencement of the term of the Existing Lease, normal wear and tear excepted. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not adversely affect the mechanical, electrical, plumbing, life safety, or any structural integrity portion of the Property, any Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord System or any agent other equipment or facilities of Landlord for (i) supervision of serving the Building or any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that occupant. Tenant’s plans do not adversely affect obligations pursuant to this Section shall survive the mechanical, electrical, plumbing, life safety expiration or structural integrity termination of the Building as expressed in clause (v) above)this Lease.

Alterations. Except as provided below, Tenant shall not make no alterations, changes or allow to be made any alterations or physical additions in or to the Leased PremisesPremises (collectively, “Alterations”) without first obtaining the written consent of Landlord Landlord’s prior consent, not to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right right, with Landlord’s consent, to (a) install a satellite dish upon the roof of the Building, provided that Tenant provides advance written notice thereof to Landlord (and if requested by Landlord, allows Landlord’s roofing contractor to be present), and (b) make alterations and physical additions any Alterations to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (“Cosmetic Alterations”) that (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and are to the names interior of the contractors for Premises, (ii) are decorative in nature (such as paint, carpet or other wall or floor finishes, movable partitions, mounting televisions to walls and such other similar work), (iii) do not affect the building systems, structure or roof, (iv) is not structural in nature, and (v) are made in compliance with all such alterations or additions applicable Laws. Tenant shall use commercially reasonable efforts to notify Landlord of the work commencement date of any Cosmetic Alterations at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord the commencement of such work. Any Cosmetic Alterations which do not comply with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior any of the Leased Premises foregoing requirements shall require the approval of Landlord prior to being undertaken by Tenant. If permitted Alterations are made, they shall be made at Tenant’s sole cost and expense and shall become the property of Landlord, except that Landlord may by written notice (given at the time Landlord consents to any Alterations or in response to Tenant’s request as to whether or not certain Alterations must be removed) require Tenant to remove the Building, (iv) Alterations at the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity end of the Building Term and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay repair any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or damages to the Leased Premises made caused by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)such removal.

Alterations. Except as provided below, Tenant shall not make or allow suffer any alteration, improvement or addition ("Tenant's Alterations") to the Premises, other than installation of Tenant's Fixtures as provided in Paragraph 7.5 of this Lease and all maintenance and repairs to be made any alterations or physical additions performed by Tenant as provided in or to the Leased PremisesParagraph 7.2 of this Lease, without first obtaining the Landlord's prior written consent of Landlord to the plans and specifications and contractors thereforconsent, which consent shall not be unreasonably withheld withheld, delayed or delayed. Any conditioned; provided, however, if such alterations Tenant's Alterations shall cost less than $5,000 and do not affect the structure of the Building or additions shall be made in compliance with Legal Requirements. Notwithstanding constitute a material modification to the foregoingsystems of the Building, such as plumbing, HVAC or electric service, Tenant shall have the right to make alterations may perform such Tenant's Alterations without Landlord's consent, provided that all such work is performed in accordance with any and physical additions all applicable laws, rules, order and codes pertaining to the Leased Premises costing less than the Alterations Threshold Amount, or which are performance of such a nature as not to require a building permitwork. Tenant's Alterations shall include, without Landlord’s consent provided: (i) limitation, any work by Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from which affects the exterior of the Leased Premises or any structural, plumbing, electrical or mechanical component of the Premises or the Building, (iv) the modifications are in compliance with . Any and all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of Tenant's Alterations shall be deemed to be part of the Building Premises for the purposes of Tenant's obligations hereunder to maintain and (vi) repair the Premises. Upon the expiration or earlier termination of this Lease, Tenant's Alterations shall become the property of the Landlord, which property Tenant coordinates its activities shall surrender with the Building’s property manager. In no event shall Premises unless Landlord, by written notice to Tenant be obligated prior to pay installation of such Tenant's Alterations, requires Tenant to remove all or some portion of such Tenant's Alterations in which latter case Tenant shall, at Tenant's cost, remove Tenant's Alterations or such portion thereof as Landlord requires, repair any charge damage such removal causes, and restore the Premises to Landlord or any agent their condition prior to installation of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that such Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)'s Alterations.

Alterations. Except as provided belowfor (a) furniture, trade fixtures and equipment which are not located on or attached to the roof and do not adversely affect the structure, operating systems or value of the Project, and (b) alterations (which are not located on or attached to the roof) with a cost of less than $25,000 in any twelve (12) month period, and which are not structural and do not adversely affect the structure, operating systems or value of the Project, Tenant shall not make make, or allow to be made made, any alterations alternations or physical additions in in, about or to the Leased PremisesProject including, without first limitation, any alterations, additions or improvements that result in increased telecommunication demands or require the addition of new communication wires, cables and related devices or expand the number of telephone or communication lines dedicated to the Premises by the Building's telecommunication design, without obtaining the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld or delayeddelayed with respect to proposed alterations and additions which (a) comply with all Governmental Requirements, (b) in Landlord's opinion, are compatible with the Project and its mechanical, plumbing, electrical, and heating/ventilation/air conditioning systems, (c) in Landlord's opinion, will not affect or impair any telecommunication or utility line or facility at the Building or Project, (d) in Landlord's opinion will not interfere with the use and occupancy of any other portion of the Building or Project by any other tenant or its invitees, and (e) will not require any rezoning or zoning variances. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding Specifically, but without limiting the generality of the foregoing, Tenant Landlord shall have the right of consent for all plans and specifications for the proposed alterations or additions, construction means and methods, any contractor or subcontractor to be employed on the work of alternations or additions, and the time for performance of such work. Landlord shall have the right to make require, at Tenant's expense, the delivery of performance and payment bonds showing Landlord as a beneficiary. Tenant shall also supply to Landlord any documents and information reasonably requested by Landlord in connection with its consideration of a request for approval hereunder. Tenant must have Landlord's written approval and all appropriate permits and licenses prior to the commencement of said alterations and physical additions additions. Prior to the Leased Premises costing less than the Alterations Threshold Amountcommencement of construction of any alterations, or which are Tenant shall deliver a copy of such all permits to Landlord. Tenant shall in any event be required to pay Landlord a nature as not construction management fee equal to require a building permit, without Landlord’s consent provided: three percent (i3%) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision cost of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any which alterations or physical additions cost in or to the Leased Premises made or proposed by Tenant (other than reimbursement excess of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)$50,000.

Alterations. Except 12.1. Tenant may from time to time, at its expense, make such alterations ("Alterations") to the Premises as Tenant reasonably considers necessary for the conduct of its business in the Premises, provided and upon condition that: (a) the Alterations are non-structural and the structural integrity of the Building is not affected, (b) the Alterations are to the interior of the Premises, no part of the Building outside of the Premises is affected, and the outside appearance of the Building is not affected, and (c) the proper functioning of the mechanical, electrical, sanitary and other service systems of the Building is not adversely affected and the usage of such systems by Tenant is not materially increased, provided that if Tenant does not initially use 6 xxxxx of connected electrical load per rentable square foot of the Premises as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoingSection 15.1, Tenant shall have the right to make alterations increase its connected electrical load up to such amount. Before proceeding with any Alteration other than nonstructural decorative changes, Tenant shall submit to Landlord for Landlord's approval (which shall not be unreasonably withheld, delayed or conditioned) plans and/or specifications, if required, and physical additions all changes thereto for the work to the Leased Premises costing less than the Alterations Threshold Amountbe done, or which are of and Tenant shall not proceed with such a nature as work until it obtains such approval. Landlord's approval shall be deemed granted if Landlord has not to require a building permit, without Landlord’s consent provided: responded within twenty (i20) Tenant notifies Landlord in writing and furnishes Landlord with Business Days after all such plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior have been submitted to undertaking them, (ii) Tenant provides Landlord Landlord. In connection with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the Alterations affecting mechanical, electrical, plumbing, life safetyheating, ventilation, air conditioning or structural integrity of the Building and (vi) sprinkler systems, Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to within 30 days after demand the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket reasonable direct costs reasonably and expenses incurred by Landlord to verify non-affiliates of Landlord in (i) reviewing said plans and specifications and any changes thereto and (ii) inspecting the Alterations to determine whether the same are being performed in accordance with the approved plans and specifications and all Legal Requirements and Insurance Requirements including the fees or costs of any architect, engineer or draftsman (excluding the cost of architects, engineers or draftsmen who are employees of Landlord or affiliates of Landlord) for such purposes. Before proceeding with any Alteration that will cost more than $20,000 (exclusive of items constituting Tenant's Property and nonstructural decorative changes), as estimated, at Tenant's expense, by a reputable and experienced contractor reasonably satisfactory to Landlord, Tenant shall obtain and deliver to Landlord a copy of the most recent financial statement of Tenant's contractor, evidence satisfactory to Landlord that Tenant’s 's contractor has at least five years' prior experience in performing the type(s) of Alterations contemplated and such security as shall be reasonably satisfactory to Landlord. Tenant shall fully and promptly comply with and observe the Rules and Regulations then in force in respect of making Alterations. Any review or approval by Landlord of any plans do or specifications in respect of any Alterations is solely for Landlord's benefit and without any representation or warranty to Tenant as to the adequacy, correctness or efficiency thereof or otherwise. Landlord shall approve or disapprove Tenant's plans and/or specifications for Alterations within 10 Business Days after receipt thereof. Failure of Landlord to approve or disapprove any portion of Tenant's plans and/or specifications within such 10 Business Day period shall be deemed approval. Landlord shall not adversely unreasonably withhold its approval to Tenant's plans and/or specifications, except those portions thereof which may affect the mechanical, electrical, plumbing, life safety heating, ventilation, air-conditioning or structural integrity of the Building as expressed in clause (v) above)sprinkler systems. Alterations shall not include Landlord's Work.

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than $500,000.00 in the Alterations Threshold Amountaggregate for any single project, or which are of such a nature as not to require a building permit, without Landlord’s 's consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s 's property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s 's plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).

Alterations. Except as provided below, Tenant shall not Not at any time during the Term to make or allow to be made any alterations additions or physical additions improvements whatsoever in or to the Leased Premises, without first obtaining Demised Premises or to any of the electrical installations or any part thereof whether internally or externally nor to cut maim or remove any of the walls beams columns or other structural parts of the Demised Premises or make any change in or to the existing design or appearance of the Demised Premises PROVIDED THAT the Tenant may with the prior written consent of the Landlord (such consent not to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such ) carry out internal non-structural alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or electrical installations and minor structural alterations which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with Demised Premises on condition that the Building’s property manager. In no event shall Tenant said consent is contained in a formal licence setting out such reasonable conditions as the Landlord may stipulate including if the Landlord so requires the provision that the Demised Premises are to be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or reinstated at the Tenant's expense to the Leased satisfaction of the Landlord at the end or sooner determination of the Term (howsoever determined) AND PROVIDED FURTHER THAT the Tenant may without the consent of the Landlord install move and remove any internal demountable partitioning and associated electrical works on condition that the Tenant shall supply full details of such works (including plans) within 28 days of the same having been carried out and that any such partitioning is removed and the Demised Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or reinstated at the Tenant's expense to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity satisfaction of the Building as expressed in clause Landlord at the end or sooner determination of the Term (v) abovehowsoever determined).

Alterations. 6.1 Except as for those, if any, specifically provided belowfor in Exhibit B to this Lease (which shall be subject to the provisions of Exhibit B and the other provisions of this Lease, except this Section 6. 1) and except for those alterations, additions and improvements described in the last sentence of this Section 6. 1, Tenant shall not make or allow suffer to be made any alterations alterations, additions, or physical additions in improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Leased PremisesPremises or any part thereof or the making of any improvements as required by Article 7, without first obtaining the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made withheld; provided, however, that Landlord may withhold its consent, in compliance with Legal Requirements. Notwithstanding the foregoingits sole discretion, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names if any of the contractors for all such alterations proposed alterations, additions or additions at least seven improvements (7a) days prior require any structural modification to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (ivb) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity exterior appearance of the Building or any Building systems, (c) result in any Hazardous Materials being handled, used, stored or disposed of in or about the Premises or the Building or appurtenant land or (d) trigger in any other portion of the Project compliance with any legal requirement that Tenant does not agree in writing to make and pay for at Tenant's sole cost and expense (vi) collectively, "Structural Alterations"). When applying for such consent, Tenant coordinates its activities with shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Notwithstanding any terms in this Lease to the Building’s property manager. In no event shall contrary, Tenant be obligated to pay any charge after the initial installation of Tenant's improvements in the Premises may, without Landlord's prior written consent, but upon written notice to Landlord describing in reasonable detail the alterations, additions and/or improvements to be made to the Premises, make alterations, additions and improvements to the Premises which do not cost in excess of $ 1 0,000 per Lease Year, provided the proposed alterations, additions and improvements do not involve the making of any Structural Alterations to the Premises or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity portion of the Building as expressed in clause (v) above)Project.

Alterations. Except as provided below, Tenant shall not make any alterations, additions or allow to be made any alterations or physical additions in or improvements to the Leased PremisesPremises (collectively, the “Alterations”) without first obtaining the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which such consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed with respect to work that does not adversely affect the Building’s Systems or Building’s Structure or any exterior areas or Common Areas, except for Cosmetic Alterations (as hereinafter defined) and the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Premises. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have furnish plans and specifications to Landlord, in form and substance reasonably sufficient for Landlord to determine whether to grant its approval under this Section 8, for its approval at the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlordtime Tenant requests Xxxxxxxx’s consent providedto any Alterations if the desired Alterations: (i) Tenant notifies Landlord in writing and furnishes Landlord with may affect the Building’s Systems or Building’s Structure; (ii) will require the filing of plans and specifications and the names of the contractors for all such alterations with any governmental or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with asquasi-built plans and specifications related to such alterations governmental agency or additions upon completion of same, authority; (iii) such alterations will cost in excess One Hundred Fifty Thousand Dollars ($150,000.00); or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations will require a building permit or similar governmental approval to undertake. Alterations that do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity trigger any of the Building and (vi) Tenant coordinates its activities with conditions in the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for foregoing clauses (i) supervision through (iv) are referred to herein as “Cosmetic Alterations”. Subsequent to obtaining Landlord’s consent and prior to commencement of the Alterations, Tenant shall deliver to Landlord any alterations or physical additions in or building permit required by applicable Law and a copy of the executed construction contract(s) (which may include redactions of the business terms and conditions). The completion of Alterations will be subject to the Leased Premises made by Building rules and regulations, as further described in Section 13 below. Tenant or shall reimburse Landlord within thirty (ii30) review or approval days after Xxxxxx’s receipt of plans or specifications a bill for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement all of any actual, Landlord’s reasonable actual out-of-pocket costs reasonably incurred by or on behalf of Landlord for the review and approval of Xxxxxx’s plans and specifications. Notwithstanding the foregoing, Landlord shall not charge Tenant for any costs or expenses for engineering or outside consulting services incurred by Landlord in connection with any Alterations unless the Alterations proposed by Tenant affect structural elements. If Landlord consents to verify that the making of any Alteration, such Alteration (other than the Work (as defined in Exhibit D)) shall be made by Tenant at Tenant’s plans do sole cost and expense by a contractor and subcontractors approved in writing by Landlord, such approval not adversely affect to be unreasonably withheld, conditioned or delayed. Landlord shall have the mechanicalright to require any contractor or subcontractor performing work on or about the Premises to employ union labor and any construction manager utilized by Tenant to be a union-associated construction manager. Tenant shall require its contractor to maintain insurance in the amounts set forth in Section 8(b) of this Lease. Without Landlord’s prior written consent, electricalwhich such consent shall not be unreasonably withheld, plumbingconditioned or delayed, life safety or structural integrity Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Project or Complex, as applicable, in order to comply with any applicable Laws, then Tenant shall reimburse Landlord within thirty (30) days after written demand therefor for all costs and expenses incurred by Landlord in making such alterations and/or improvements. Any Alterations made by or on behalf of Tenant shall become the property of Landlord upon installation and shall remain on and be surrendered with the Premises upon the expiration or sooner termination of this Lease, unless Landlord requires the removal of such Alterations (including any Work, Tenant’s AV and IT Work or other work to be performed under Exhibit D to this Lease, but expressly excluding the Cable, which Tenant shall not be required to remove from the Premises upon the expiration or earlier termination of this Lease) and notifies Tenant in writing simultaneously with Xxxxxxxx’s written approval of such Alterations that Landlord will require that Tenant remove such Alterations at the expiration or earlier termination of this Lease. If Landlord requires the removal of such Alterations, Tenant shall at its sole cost and expense, forthwith and with all due diligence (but in any event not later than fifteen (15) days after the expiration or earlier termination of the Lease) remove all or any portion of any Alterations made by Tenant which are designated by Landlord at the time its consents to such Alterations as Specialty Alterations (as defined in Section 21) to be removed, and repair and restore the Premises in a good and workmanlike manner to their original condition, reasonable wear and tear, casualty and condemnation excepted. All construction work done by Tenant within the Premises shall be performed in a good and workmanlike manner with new materials of first-class quality, lien-free and in compliance with all applicable Laws, and in such manner as to not unreasonably interfere with other construction in progress and with the transaction of business in the Project or Complex, as applicable. Without limiting the foregoing, Tenant shall implement reasonable rules, regulations and construction procedures that are approved by Landlord, such approval not to be unreasonably withheld, conditioned, or delayed, to minimize to the extent reasonably practicable any noise, vibration and dust to any existing tenants in the Building in connection with any work performed by or on behalf of Tenant. Subject to Section 11(c), Xxxxxx agrees to indemnify, defend and hold Landlord harmless against any loss, liability or damage resulting from the performance of Alterations by Tenant or any contractors or subcontractors of Tenant. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. All voice, data, video, audio and other low voltage control transport system cabling and/or cable bundles installed in the Building by Tenant or its contractor shall be (A) plenum rated and/or have a composition makeup suited for its environmental use in accordance with NFPA 70/National Electrical Code; (B) [intentionally omitted]; (C) installed in accordance with all EIA/TIA standards and the National Electric Code; (D) installed and routed in accordance with a routing plan showing “as expressed in clause built” or “as installed” configurations of cable pathways, outlet identification numbers, locations of all wall, ceiling and floor penetrations, riser cable routing and conduit routing (v) aboveif applicable), and such other information as Landlord may reasonably request. The routing plan shall be available to Landlord and its agents at the Building upon request.

Alterations. Except as provided belowset forth on attached Exhibit “B” attached hereto, Tenant shall not without first obtaining Landlord’s written approval, which shall not be unreasonably withheld, conditioned or delayed: (a) make or allow cause to be made any alterations alterations, additions, or physical additions in improvements to the Leased Premises (collectively, “Alterations”); (b) install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, shades or awnings; or (c) make any other changes to the Leased Premises without first obtaining Landlord’s written approval, except for interior non-structural Alterations to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: consent, so long as the costs for such non-structural Alterations do not exceed FIFTY THOUSAND AND NO/100 DOLLARS (i$50,000) Tenant notifies Landlord per Alteration. The foregoing notwithstanding, if the proposed Alteration is, in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking themLandlord’s reasonable judgment, (iia) Tenant provides Landlord with as-built plans and specifications related likely to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity structure of the Building and (vi) Tenant coordinates its activities with or the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity HVAC systems, (b) does not comply with Applicable Laws, (c) affects the exterior of the Building 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 (provided that Landlord notifies Tenant in writing of such determination, including Landlord’s explanation of the basis therefor, within thirty (30) days after receipt of Tenant’s proposal in accordance with this paragraph); 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 by Tenant, the same shall be made by Tenant at Tenant’s sole cost and expense. All such work shall be done only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. 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 as expressed 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 clause (v) above)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 become a part of the realty and shall be surrendered with the Leased Premises.

Alterations. Except as provided below, 7.1. Tenant shall not make or allow permit anyone to be made make any alterations structural or physical additions other alterations, decorations, additions, installations, demolitions, improvements or other changes (“Alterations”) in or to the Leased Premises, Premises or the Building without first obtaining the prior written consent of Landlord Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion with respect to (1) any Alteration that will or may necessitate any changes, replacements or additions to the plans load-bearing or exterior walls, non-drop ceilings, partitions (load-bearing or non-demising), columns or floor, or to the fire protection, water, sewer, electrical, mechanical, plumbing, HVAC or other base building systems, of the Premises or the Building (“Structural and specifications System Alterations”), and contractors therefor, (2) any Alterations which are visible from the exterior of the Premises; and which consent shall not be unreasonably withheld withheld, conditioned, or delayeddelayed with respect to all other Alterations. Any such alterations or additions All Alterations made by Tenant shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent providedmade: (i) Tenant notifies Landlord in a good, workerlike, first-class and prompt manner; (ii) using new or comparable materials only; (iii) by a contractor reasonably approved in writing by Landlord; (iv) on days and furnishes Landlord at times reasonably approved in writing by Landlord; (v) under the supervision of an architect reasonably approved in writing by Landlord; (vi) in accordance with plans and specifications reasonably acceptable to Landlord; and (vii) in accordance with all laws. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility in respect thereof. Landlord’s approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with applicable laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the names responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) fire and life safety system, the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect roof of the mechanical, electrical, plumbing, life safetyBuilding, or structural integrity any areas outside of the Building and Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (vi) Tenant coordinates its activities with provided the Building’s property managercost therefor is competitive). In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Alteration, Tenant (other than reimbursement a) shall pay Landlord a construction supervision fee in an amount equal to three percent (3%) of any actualthe total cost of such Alteration, and (b) reimburse Landlord upon demand for Landlord’s reasonable out-of-pocket costs reasonably incurred by and expenses for reviewing the plans and specifications therefor. Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety three (3) sets of accurate as-built (or structural integrity of the Building as expressed record) drawings and CAD drawings showing such Alteration in clause (v) above)place.

Alterations. Except as provided below, Tenant shall not make no changes, improvements, additions, installations or allow to be made any alterations or physical additions (collectively, “Alterations”, which shall include the Finish Work) in or to the Leased Premises, Premises of any nature without first obtaining the Landlord’s prior written consent of Landlord to the plans and specifications and contractors thereforconsent, which consent shall not be unreasonably withheld withheld, delayed or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoingconditioned, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: provided that (i) Tenant notifies Landlord in writing and furnishes Landlord with delivers plans and specifications and the names of the contractors to Landlord for all such alterations or additions at least seven (7) days prior to undertaking them, Alterations; (ii) Tenant provides Landlord otherwise complies with as-built the provisions of this Section 9.1 below; (iii) Landlord’s engineer and/or architect reviews and approves, which approval shall not be unreasonably withheld, conditioned or delayed, all plans and specifications related to such alterations or additions upon completion of same, for and inspects the Alterations that affect the Building Systems and Structure; (iiiiv) such alterations or additions are not visible from Tenant’s architects and engineers involved in the exterior preparation of the Leased plans provide Landlord with a certification that such plans comply with all applicable Laws and that the Alterations, as constructed, will not overload or overburden Building systems, and (v) the same are conducted in accordance with the terms of Superior Mortgages. Notwithstanding the foregoing to the contrary, no such prior written consent shall be required for interior, non-structural Alterations that do not affect the Building systems or structure (including the heating, ventilating and air conditioning systems, plumbing, electrical and mechanical systems, curtainwall, and roof system) (collectively, “Building Systems and Structure”) and which cost less than $100,000.00, provided that Tenant delivers a copy of the plans and specifications for the same to Landlord in advance of undertaking such Alterations. Tenant shall provide Landlord reasonable prior notice of Alterations prior to commencing any Alterations (the “Alteration Notice”), whether or not prior consent is required. Except as set forth below, the Finish Work shall remain upon and be surrendered with the Premises. All fixtures, partitions (other than demountable walls) and items of personal property that are permanently affixed to the Premises or the BuildingBuilding systems, (iv) railings and like installations, installed in the modifications are in compliance with all Legal RequirementsPremises at any time, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made either by Tenant or (ii) review or approval by Landlord, such that removal of plans or specifications for or in connection with any alterations or physical additions in or the same shall cause more than a de minimis amount of damage to the Leased Premises made or proposed by Tenant Building (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect “Fixtures”) shall remain upon and be surrendered with the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Premises.

Alterations. Except as provided below, Tenant (a) Borrower shall not make or allow cause Mortgage Borrower to be made obtain Mortgage Lender’s prior written consent to any alterations or physical additions to any Improvements (each, an “Alteration” and collectively, “Alterations”) as and when required pursuant to Section 5.1.21 of the Mortgage Loan Agreement. Following the repayment of the Mortgage Loan and Mezzanine A Loan in or to the Leased Premisesfull, without first obtaining the Borrower shall obtain Administrative Agent’s prior written consent of Landlord to the plans and specifications and contractors thereforany Alterations, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall delayed except with respect to Alterations that would reasonably be made in compliance with Legal Requirementsexpected to have a Material Adverse Effect. Notwithstanding the foregoing, Tenant Administrative Agent’s consent shall not be required in connection with any Alterations that (i) will not have a Material Adverse Effect and the right 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 make alterations and physical additions pay for such obligations, (iv) that are Required Repairs, (v) to address any life safety issues to avoid imminent danger to the Leased Premises costing less than health or safety of Persons at the Alterations 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 Threshold Amount, or (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 the Mortgage Loan Agreement. Administrative Agent shall grant or deny any consent required under this Section 5.1.21 within ten (10) Business Days after the receipt of the applicable request and all documents reasonably necessary in connection therewith. In the event that Administrative Agent fails to respond within such ten (10) Business Day period and such request was marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” 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: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, then in the event that Administrative Agent 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 Administrative Agent to the requested item, provided, that Administrative Agent 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 Administrative Agent 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 (1) such amounts to be paid or reimbursed by Tenants under the Leases, (2) 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 of the Mortgage Loan Agreement, (3) any amounts for the construction of the New Hotel Tower pursuant to and in accordance with Section 5.1.21(c) hereof and (4) costs incurred in connection with a Restoration of the Property in accordance with the terms hereunder), Borrower shall promptly deliver to Administrative Agent (or cause Mortgage Borrower to cause CPLV Tenant to deliver) such excess amount as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (each, an “Alteration Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a nature as not rating acceptable to require Administrative Agent or (D) a building permitLetter of Credit, without Landlord’s consent provided: provided that any such Alteration Deposit made by CPLV Tenant in cash shall be made into (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names an account of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant Mortgage Lender or (ii) review or approval if the funds are being deposited by CPLV Tenant in an account in the name of plans or specifications for or CPLV Tenant held by an Eligible Institution subject to a security interest in connection with any alterations or physical additions in or favor of Mortgage Borrower and assigned to Mortgage Lender and subject to the Leased Premises made control of Mortgage Lender pursuant to a deposit or proposed by Tenant securities account control agreement in form and substance reasonably satisfactory to Mortgage Lender, and such security shall be subject to the terms and conditions of the CPLV Lease SNDA. Subject to Section 5.1.21(b) below and the CPLV Lease SNDA, during the continuance of an Event of Default (other than reimbursement a CPLV Lease Default so long as Borrower is proceeding to cure (or cause to be cured) 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 pursuant to contest in good faith and in CPLV Tenant’s prudent business judgment, if amounts are not otherwise paid by CPLV Tenant, Mortgage Borrower or Borrower prior to delinquency, upon two (2) Business Days prior notice to CPLV Tenant, Mortgage Borrower or Borrower, Administrative Agent may apply such security from time to time at the option of Administrative Agent to pay for such Alterations. Notwithstanding any of the foregoing to the contrary, no such security and/or Alterations Deposit shall be required to the extent Mortgage Borrower is required to and does provide such security and/or Alterations Deposit (as defined in the Mortgage Loan Agreement) for the same to Mortgage Lender in accordance with the Mortgage Loan Documents or Mezzanine A Borrower is required to and does provide such security and/or Alterations Deposit (as defined in the Mezzanine A Loan Agreement) for the same to Mezzanine A Administrative Agent in accordance with the Mezzanine A Loan Documents. In the event any Alteration constitutes Material Capital Improvements (as defined in the CPLV Lease) and no consultant or engineer shall have been engaged by the Mortgage Lender pursuant to Section 5.1.21(a) of the Mortgage Loan Agreement or by Mezzanine A Administrative Agent pursuant to Section 5.1.21(a) of the Mezzanine A Loan Agreement, Administrative Agent shall have the right, at Borrower’s, Mortgage Borrower’s or CPLV Tenant’s cost and expense, to engage an engineer or other construction consultant to conduct inspections during the construction of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)such Material Capital Improvements.

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed11.01. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make improvements, changes and alterations and physical additions in or to the Leased Premises costing less than the Alterations Threshold Amount("Alterations") with Landlord's written approval, which approval Landlord shall not unreasonably withheld or delay; provided, however, that (i) Landlord's approval shall not be required with respect to painting, wall covering, carpeting and other minor alterations which are of such a nature as do not to require a building alteration permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing do not affect Building systems and furnishes Landlord with involve a scope of work for which plans and specifications are not generally prepared in comparable office buildings in lower Manhattan (herein collectively called "Minor Alterations") and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides notwithstanding anything to the contrary contained in this Lease, Landlord with as-built plans and specifications related may withhold its approval of Major Alterations (hereinafter defined) in Landlord's sole discretion, which discretion Landlord hereby agrees to such alterations exercise in good faith. A "Major Alteration" is an Alteration which (a) is not limited to the interior of the Premises or additions upon completion which affects the exterior (including the appearance) of samethe Building, (iiib) such alterations adversely affects the strength or additions are not visible from the exterior structural integrity of the Leased Premises or the Building, (ivc) adversely affects the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect usage or the proper functioning of the mechanical, electrical, plumbingsanitary, life safetyheating, ventilating, air-conditioning or other service systems of the Building, or structural integrity (d) requires the consent of any Superior Mortgagee or Superior Lessor and such consent is withheld by such Superior Mortgagee or Superior Lessor, as the case may be. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the non-exclusive right to use, in common with others, the common areas of the Building to the extent required to support Tenant's use of the Premises for general and (vi) Tenant coordinates its activities executive offices, including, without limitation, the right to tie in to and/or connect with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent water risers and ducts of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or Building in connection with any alterations or physical additions in or Alterations performed by Tenant to prepare the Premises for its initial occupancy thereof, subject to the Leased Premises made or proposed by Tenant (provisions of this Article 11 and Exhibit E annexed hereto and all other than reimbursement applicable terms, covenants, provisions and conditions of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)this Lease.

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or Notwithstanding anything to the Leased Premises, without first obtaining contrary in the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoingLease, Tenant shall have the right to make alterations and physical additions non-structural Alterations to the Leased Premises costing less than the Alterations Threshold Amountwithout obtaining Landlord's prior written consent, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: provided that (i) Tenant notifies Landlord such Alterations do not exceed Fifty Thousand and No/100 Dollars ($50,000.00) in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, cost in any one instance; (ii) Tenant provides Landlord with as-built prior written notice of its intention to make such Alterations together with the plans and specifications related to such alterations or additions upon completion of for the same, ; (iii) except in the event of an emergency, Tenant provides Landlord a reasonable period of time to review Tenant's plan of Alteration; (iv) any such alterations Alteration to the Premises does not affect the structural integrity of the Building or additions adversely effect any of the Building systems; (v) such Alterations are not visible from the exterior of the Leased Premises or the Building, Common Areas; (iv) the modifications are in compliance with all Legal Requirements, (vvi) such additions and alterations Alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity proper functioning of any of the base Building systems; (vii) such Alterations will not result in Tenant drawing services from the base Building systems at greater levels than the levels permitted under the Lease; (viii) Tenant adheres to all applicable government regulations, including the Americans with Disabilities Act ("ADA"), and obtains any necessary permits in making such Alterations; and (viix) all work is performed in a good and workmanlike manner. To the extent that Landlord's consent is required pursuant to the Lease, Landlord agrees to notify Tenant coordinates its activities concurrently with Landlord's consent of any such Alterations whether Landlord will require Tenant to remove such Alterations at the end of the Lease Term. For purposes of the Lease, it shall be deemed reasonable for Landlord to require Tenant to perform Alterations during non-business hours if such Alterations will create unreasonable noise, noxious fumes or otherwise interfere with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity quiet enjoyment of the Building as expressed in clause (v) above)other tenants of the Building.

Alterations. Except as provided below, Tenant shall not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or allow to improvements which are visible outside the Premises (including, without limitation, from common lobbies within the Building) shall be made in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or physical additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which in Landlord’s reasonable opinion (a) might adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building, (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent with alterations satisfying Landlord’s standards for new alterations in the Building. Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting initial improvements performed pursuant to Article III hereof for which a fee has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (i) $150.00 per hour for time spent by Landlord’s in-house personnel, plus (ii) third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. All alterations and additions shall be part of the Building unless and until Landlord shall specify the same for removal pursuant to Section 5.2. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first reasonably approved by Landlord. Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Leased Premises, without first obtaining the written consent of Landlord Building that are required in order to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance comply with Legal RequirementsRequirements as a result of any work performed by Tenant. Notwithstanding the foregoing, Tenant Landlord shall have the right to make alterations provide such rules and physical additions regulations relative to the Leased performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises costing less than the Alterations Threshold Amountby Tenant, its agents, employees, or which are of such a nature as independent contractors, and not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord cause or permit any liens for labor or materials performed or furnished in writing and furnishes Landlord with plans and specifications and connection therewith to attach to the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the BuildingBuildings or the Site and immediately to discharge any such liens which may so attach. Tenant shall pay, (iv) as Additional Rent, 100% of any incremental real estate taxes on the modifications are in compliance with all Legal RequirementsProperty which shall, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity at any time after commencement of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay Term, result from any charge to Landlord alteration, addition or any agent of Landlord for (i) supervision of any alterations or physical additions in or improvement to the Leased Premises made by Tenant. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or the Building to the Leased Premises made or proposed extent paid for by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Landlord.

Alterations. Except as provided below, Tenant shall not make or allow alterations and additions to be made any alterations or physical additions Tenant’s Premises except in or to the Leased Premises, without first obtaining the written consent of Landlord to the accordance with plans and specifications and contractors therefortherefor first approved by Landlord, which consent approval shall not be unreasonably withheld withheld, conditioned or delayed. Any However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion might adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent, in Landlord’s judgment, with alterations satisfying Landlord’s standards for new alterations in the Building. If Tenant shall make any alterations or additions which are not Standard Office Improvements (as defined in Section 5.2 above), then Landlord may designate such alterations or additions shall be made as Required Removables (as defined in compliance with Legal RequirementsSection 5.2 above). Landlord agrees to make such election at the time that Landlord approves Tenant’s plans and specifications for any such alterations or additions. Notwithstanding anything to the foregoingcontrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than Fifty Thousand and 00/100 Dollars ($50,000.00), provided however that (i) Tenant shall give prior written notice to Landlord of such Alterations; (ii) Tenant shall submit to Landlord plans for such Alterations if Tenant utilizes plans for such Alterations; and (iii) such Alterations shall not materially affect any of the Building’s systems, or the ceiling of the Premises. Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to make alterations any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and physical additions account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans, as Additional Rent, an amount equal to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent providedsum of: (i) Tenant notifies third party expenses incurred by Landlord in writing and furnishes Landlord with to review Tenant’s plans and specifications and Tenant’s work to the names of the contractors for all extent that Landlord reasonably believes that such alterations or additions at least seven third-party review is necessary (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are but in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated required to pay reimburse Landlord more than $3,000 for such third-party expenses in connection with each such review), plus (ii) $150.00 per hour (provided that such $150 hourly fee shall be waived for Tenant’s Work). All alterations and additions shall be part of the Building and shall not be removed by Tenant during or at the end of the Term, except to the extent the same constitute Required Removables (as defined in Section 5.2 above). All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any charge work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, by contractors or workers first approved by Landlord in its reasonable discretion. Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material (provided no such security shall be required in connection with Tenant’s Work set forth in Exhibit B-1); and cause each contractor to carry insurance in accordance with Section 8.14 herein, and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any agent wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Landlord Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for (i) supervision the costs of any alterations alterations, additions or physical additions improvements in or to the Leased Building that are required in order to comply with Legal Requirements as a result of any work performed by Tenant. Landlord shall have the right to provide such rules and regulations relative to the performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of the Building’s on-site engineer or extended HVAC costs (including any such costs incurred in connection with Tenant’s Work). Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and, within ten (10) days to discharge any such liens which may so attach. Tenant shall pay, as Additional Rent, 100% of any real estate taxes on the Complex which shall, at any time after commencement of the Term, result from any alteration, addition or improvement to the Premises made by Tenant (excluding Tenant’s Work). Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or the Building to the Leased Premises made or proposed extent paid for by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Landlord.

Alterations. Except as provided belowAfter completion of the Landlord's Work outlined herein, Tenant shall not make any further additions, alterations, improvements or allow to be made any alterations or physical additions in changes ("Alterations") in, or to the Leased Premises without the prior written approval of Landlord, excepting therefrom the interior non-structural Alterations costing less than Ten Thousand and 00/100 Dollars ($10,000.00) made by Tenant to the Premises. The approval of any and all structural Alterations shall be at the sole and absolute discretion of the Landlord. Any such approved Alterations shall be at the sole cost and expense of Tenant. Landlord may impose, as a condition to such consent, such requirements as Landlord may deem reasonably necessary in its judgment, including, without first obtaining limitation, (i) the manner in which the work is done; (ii) a right of approval of the contractor by whom the work is to be performed; (iii) the times during which the work is to be accomplished, approval of all plans and specifications, certifications and inspections; and (iv) the procurement of all licenses and permits. Landlord shall be entitled to post notices on and about the Premises with respect to Landlord's non-responsibility for mechanics' liens, and Tenant shall not permit such notices to be defaced or removed. Tenant further agrees not to connect any apparatus, machinery or device to the Building systems, including electric wires, water pipes, fire safety, heating and mechanical systems, or any penetrations to the roof, walls or structure support of the Building, without the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Any such alterations or additions Alterations shall be made promptly and in a good and workmanlike manner, lien free, and in compliance with Legal Requirementsall insurance requirements and with all applicable permits, authorizations, building regula-tions, zoning laws, environmental regulations, laws regarding the physically disabled and all other governmental rules, regulations, ordinances, statutes and laws, now or hereafter in effect per-taining to the Premises or Tenant's use thereof. Notwithstanding Any Alterations made by Tenant shall, at Landlord's option, be-come the foregoingproperty of Landlord upon the expiration or sooner termination of this Lease. However, Tenant Landlord shall have the right to make alterations require Tenant to remove such Alterations, at Tenant's sole cost and physical additions expense, upon such termination of this Lease and to surrender the Premises in the same condition as it was prior to the Leased Premises costing less than the Alterations Threshold Amount, making of any or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking themAlterations, (ii) Tenant provides Landlord with as-built plans reasonable wear and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)tear excepted.

Alterations. Except as provided below, The Tenant shall not do any painting or decorating, or erect any partitions, make or allow to be made any alterations or physical additions in or additions to the Leased Premisesdemised premises or do any nailing, boring or screwing into the ceilings, walls or floors, without first obtaining the Landlord's prior written consent in each and every instance. Unless otherwise agreed by Xxxxxxxx and Xxxxxx in writing, all such work shall be performed either by or under the direction of Landlord, but at the sole cost of Tenant. The Landlord's decision to refuse such consent shall be conclusive. If the Landlord consents to such alterations or additions, before commencement of the work or delivery of any materials into the demised premises or into the Building, the Tenant shall furnish the Landlord for approval: (A) Plans and specifications; (B) Names and addresses of contractors; (C) Copies of contracts; (D) Necessary permits; and (E) Indemnification and insurance in form and amount satisfactory to Landlord from all contractors performing labor or furnishing materials, insuring against any and all claims, costs, damages, liabilities and expenses which may arise in connection with the alterations or additions. Landlord may withhold approval of any alteration or additions if the plans and specifications therefor are not reasonably acceptable to the Landlord or Landlord's architect or engineer (if any). In connection with any request for approval of any alterations or additions by Xxxxxx, Landlord my retain the services of an outside architect and/or engineer and contractors therefor, which consent the reasonable fees of such architect and/or engineer to Landlord shall be reimbursed to Landlord by Xxxxxx. Landlord's approval of any plans or specifications shall not be unreasonably withheld construed to be an agreement or delayedrepresentation on Landlord's part as to the adequacy or suitability of the Tenant's alterations or additions. Any such In the event Landlord permits the alterations or additions to be completed by Xxxxxx's contractor, Landlord reserves the right to require that Tenant shall terminate its contract with any such contractor in the event said contractor shall be made engaged in compliance with Legal Requirementsa labor dispute which disrupts said contractor's work. Notwithstanding the foregoing, Tenant Xxxxxxxx shall also have the right to make alterations order any contractor of Tenant who violates any of Landlord's requirements or standards of work to cease work and physical additions to the Leased Premises costing less than the Alterations Threshold Amountremove himself, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing his equipment and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible his employees from the exterior of the Leased Premises Building. Landlord or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity managing agent of the Building shall be entitled to charge a fee for supervision and coordination of all such alterations. Tenant agrees that its contractors shall not conduct their work in such a manner so as to interfere with or cause any interruption of either: (viA) Tenant coordinates its activities with Landlord's construction; (B) Another tenant's occupancy or construction; or (C) Other phases of Landlord's operation of the Building’s property manager. In no event Whether the Tenant furnishes the Landlord the foregoing or not, the Tenant hereby agrees to indemnify and hold the Landlord, its beneficiaries, partners and their respective agents and employees harmless from any and all liabilities of every kind and description which may arise out of or be connected in any way with said alterations or additions. Any mechanic's lien filed against the demised premises, or the Real Property, for work claimed to have been furnished to the Tenant shall be discharged of record by the Tenant be obligated to pay any charge to Landlord or any agent of Landlord for within ten (i10) supervision of days thereafter, at the Tenant's expense. Upon completing any alterations or physical additions, the Tenant shall furnish the Landlord with contractors' affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used. All alterations and additions shall comply with all insurance requirements and with all ordinances and regulations of any pertinent governmental authority. All alterations and additions shall be constructed in a good and workmanlike manner and only good grades of materials shall be used. All additions, decorations, fixtures, hardware, non-trade fixtures and all improvements, temporary or permanent, in or upon the demised premises, whether placed there by the Tenant or by the Landlord, shall, unless the Landlord requests their removal, become the Landlord's property and shall remain upon the demised premises at the termination of this Lease, by lapse of time or otherwise, without compensation or allowance or credit to the Leased Premises made by Tenant. Landlord may, at its sole option, request Tenant, at Tenant's sole cost, to remove same and if, upon the Landlord's request, the Tenant or (ii) review or approval does not remove said additions, decorations, fixtures, hardware, non-trade fixtures and improvements, the Landlord may remove the same, and the Tenant shall pay the cost of plans or specifications for or in connection with any alterations or physical additions in or such removal to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)upon demand.

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any and all such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than [$200,000.00] in the Alterations Threshold Amountaggregate for any single project, or which are of such a nature as not to require a building permit, without Landlord’s 's consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s 's property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s 's plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right right, at its own cost and expense, to make alterations alterations, installations and physical additions changes (hereinafter collectively called “Alterations”) in, on and to the Leased Premises costing less than the Alterations Threshold Amount, as it shall deem expedient or which are of such a nature as not to require a building permit, necessary for its business purposes without Landlord’s prior written consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all if such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions Alterations are not visible from “Structural Alterations.” For purposes of this Lease, a Structural Alteration is an Alteration that affects the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with Premises, pierces the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord roof membrane or any agent of Landlord for (i) supervision of any alterations floor slab, or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect affects the mechanical, electrical, plumbing, life safety electrical or structural integrity plumbing systems of the Building as expressed building. Tenant may not make any Structural Alterations unless it has first obtained Landlord’s written consent thereto and to the name of the contractor undertaking such Structural Alterations, which consent Landlord shall not unreasonably withhold or delay. If Landlord fails to give or deny its consent within 20 days after Landlord’ s receipt of Tenant’s written request therefor, Landlord shall be deemed to have given its consent. All Alterations shall be performed in clause (v) above)a good and workmanlike manner and in accordance with all applicable laws. Tenant shall notify Landlord prior to beginning any construction to enable Landlord to post on or about the Premises notices of non-responsibility. Landlord may condition its consent to any Alteration, which would interfere with future use of the Property if not removed at the termination of this Lease on Tenant’s agreement to remove such Alteration at that time pursuant to Article 17 hereof. Tenant shall otherwise have the option to remove any or all Alterations and signage during the Lease Term or upon termination of this Lease.

Alterations. Except as provided below, Tenant shall will not make any alterations, repairs, additions or allow to be made any alterations or physical additions improvements in or to the Leased PremisesPremises (the foregoing being the “Alterations”) or add, disturb or in any way change any plumbing, wiring, life/safety or mechanical systems, locks, or structural portions of the Building without first obtaining the prior written consent of the Landlord as to the plans character of the Alterations, the manner of doing the Alterations, and specifications and contractors therefor, which the contractor(s) doing the Alterations. Such consent shall not be unreasonably withheld withheld, conditioned or delayed so long as such Alterations do not materially affect the Building structure, roof or mechanical, plumbing, electrical or HVAC systems. As a condition to Landlord’s consent to Alterations proposed by Txxxxx, the anticipated cost of which exceeds $50,000.00, Landlord may impose such conditions with respect thereto as Landlord deems appropriate, including, without limitation, requiring Tenant to furnish surety performance and/or payment bonds or other security for the payment of all costs incurred in connection with such Alterations, insurance against liabilities that may arise out of such Alterations, plans and specifications approved by Landlord and permits necessary for such Alterations, and any such Alterations shall performed by contractors recommended by or approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed). Any If such alterations or additions Alterations are performed by contractor(s) not retained by Landlord, Tenant shall, upon completion of such Alterations, deliver to Landlord evidence that payment for all such Alterations has been made by Tenant including mechanic’s lien waivers from all contractors and subcontractors. All such Alterations shall be done in a good and workmanlike manner using quality materials and shall comply with all applicable governmental laws, ordinances, rules, and regulations. Txxxxx agrees to indemnify and hold Landlord free and harmless from any liability, loss, cost, damage or expense (including attorney’s fees) by reason of any of such Alterations. Tenant shall pay the reasonable cost of modifications, if any, to the Building outside of the Premises required to accommodate any Alteration, provided that Landlord notifies Tenant in writing at the time of consenting to such Alteration as to the need for and estimated cost of any such modifications. If at the time Landlord consents to any Alteration Landlord notifies Tenant in writing that Landlord requires the removal of any such Alteration upon termination of this Lease, Tenant will remove the same upon termination of this Lease and repair any damages made from installation or removal of the Alterations to original condition or better. All other Alterations will remain Landlord’s property upon termination of this Lease and will be relinquished to Landlord in compliance with Legal Requirementsgood condition, ordinary wear and tear, casualty or condemnation excepted. Notwithstanding the foregoingforegoing provisions to the contrary, Tenant shall have the right right, at Tenant’s sole cost and expense, to make alterations remove the New HVAC Unit and physical additions the Back-up Power Source at the end of the Lease Term or any renewal thereof, provided that Tenant shall repair, at Tenant’s sole cost and expense, any damage to the Leased Premises costing less than the Alterations Threshold Amount, or which are of roof and Building caused by such a nature as removal. If Tenant elects not to require a building permitremove the New HVAC Unit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes than prior to the date of expiration or other termination of this Lease it shall provide Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision copies of any alterations or physical additions in or to repair and maintenance records Tenant has received for the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)New HVAC Unit.

Alterations. Except as provided below, Tenant shall not make no alterations, installations, changes or allow to be made any alterations or physical additions in or to the Leased PremisesPremises or the Project (collectively, “Alterations”) without first obtaining Landlord’s prior written consent. Without limitation as to other grounds for Landlord withholding its consent to any proposed Alteration, Landlord may withhold its consent to a proposed Alteration if Landlord determines that such Alteration is not compatible with any existing or planned future certification of the written consent of Landlord to Project under the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld LEED rating system (or delayed. Any such alterations or additions shall be made in compliance with Legal Requirementsother applicable certification standard). Notwithstanding the foregoing, Tenant shall have the right to may make alterations and physical additions minor interior changes to the Leased finish work in the Premises, not including any changes affecting the Premises costing less than the Alterations Threshold Amountor Project structure, appearance, systems or which are of such a nature as not to require a building permitequipment, without Landlord’s consent provided: consent, provided that the aggregate cost of any such changes does not exceed One Hundred Thousand Dollars (i$100,000.00) in any twelve (12) month period, and such changes do not require any substantial modifications to the Premises (such permitted changes are sometimes referred to in this Lease as “Cosmetic Alterations”). Prior to commencing such permitted Cosmetic Alterations, Tenant notifies shall provide Landlord with evidence that the same meet the criteria set forth in this Article 9. 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, except with respect to permitted Cosmetic Alterations, upon the approval by Landlord in writing of fully detailed and furnishes Landlord with dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and the names of the contractors for submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord’s construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not commence any work with respect to such alterations or additions at least seven (7) days Alterations prior to undertaking themsuch date. Tenant hereby agrees to indemnify, (ii) Tenant provides defend, and hold Landlord with as-built plans free and specifications related to such alterations or additions upon completion harmless from all liens and claims of samelien, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Buildingand all other liability, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions claims and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision demands arising out of any alterations work done or physical additions in or material supplied to the Leased Premises made by or at the request of Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Alterations.

Alterations. Except Other than carrying out Tenant's normal and ordinary obligations of maintenance and repair as provided belowdescribed in Section 9.1 above, and other than alterations which do not affect the structural integrity of the Premises and the cost of construction of which does not exceed $25,000, Tenant shall will not make any alterations, renovations, improvements or allow to be made any alterations or physical additions in other installations in, on or to the Leased PremisesPremises or any part thereof (including, without first obtaining limitation, any alterations of the written consent building, structural alterations, or any cutting or drilling into any part of Landlord the Premises or any securing of any fixture, apparatus, or equipment of any kind to any part of the plans Premises) unless and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, until Tenant shall have obtained Landlord's prior written approval thereof, which approval (i) as to the installment of equipment necessary for Tenant's operations Landlord shall not unreasonably withhold, and (ii) for any other matter, Landlord may withhold for any reason. With regard to any alteration, renovation, improvement or other installation that (a) Tenant either has the right to make alterations and physical additions pursuant to the Leased Premises costing less than the Alterations Threshold Amount, or which are terms of such a nature as not to require a building permit, this Section 9.2 without Landlord’s 's consent provided: or as to which Landlord is willing to consent, and (ib) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and requires the names approval of the contractors architectural control committee under and pursuant to the terms of the Declaration, Landlord agrees, upon request by Tenant, to submit Tenant's requests for approval of any such alteration, renovation, improvement and installations to the architectural control committee. Tenant shall not be required to remove any such alterations unless Landlord has specified in its consent to such alterations that removal was required; provided, that, as to any alterations as to which the Landlord's consent is not required, the Tenant shall remove all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred if requested by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity upon termination of the Building as expressed in clause (v) above)this Lease.

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any and all such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Alteration Threshold AmountAmount for any single project, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).. BBD-1 Separate Lease Form

Alterations. 6.1 Except as provided belowfor in Exhibit B to this Lease and as otherwise set forth herein, Tenant shall not (i) demolish any Building, (ii) construct or install upon the Premises any new building or (iii) make or allow suffer to be made any alterations alterations, additions, or physical additions in improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Leased PremisesPremises or any part thereof that (a) materially and adversely affect any Building system (including, without first obtaining limitation, mechanical, electrical system, heating, ventilating and air conditioning systems, fire protection and other life safety systems (including sprinklers and smoke detectors) or plumbing systems); provided, that, any replacement of any Building systems with new Building systems of equal or greater functionality as the existing Building system shall not be deemed to have a material or adverse effect on such Building system, (b) materially and adversely affect the foundation, slab, load bearing walls or other structural portions of the Building, or the structural portions of any roof, including any roof replacement, or (c) trigger any environmental remediation work at or about the Project (each of the foregoing, a “Major Alterations”) without the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Any such alterations alteration, addition, or additions improvement that does not constitute a Major Alteration hereunder shall be made hereinafter referred to as a “Minor Alteration”. Landlord’s consent shall not be required for any Minor Alteration. When applying for consent to a Major Alteration, Tenant shall, if requested by Landlord, furnish complete plans and specifications for the same. In addition, upon completion, Tenant shall furnish to Landlord as-built plans and specifications for any non-cosmetic Minor Alterations that require a permit or other governmental approval or for which such plans and specifications are required due to the nature of the work being performed. Landlord shall respond to Tenant in compliance with Legal Requirementswriting within ten (10) business days after receipt of Tenant’s request for consent to a Major Alteration. Notwithstanding the foregoingIf Landlord fails to respond to any such request within ten (10) business day period set forth above, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such provide Landlord with a nature as not to require a building permit, without second request. Tenant’s second request must specifically state that Landlord’s failure to respond within a period of five (5) additional business days shall be deemed to be an approval by Landlord of the proposed Major Alteration. If Landlord’s failure to respond continues for an additional five (5) days after its receipt of Tenant’s second request, the proposed Major Alteration for which Tenant has requested such consent provided: (i) Tenant notifies shall be deemed to have been approved by Landlord. If Landlord proposes changes in writing and furnishes Landlord with response to any request for a Major Alteration, then upon resubmission of plans and specifications and for such Major Alteration, Landlord shall have five (5) business days to approve or reasonably disapprove the names proposed Major Alteration. Landlord’s failure to respond within such five (5) business day period shall be deemed to be Landlord’s approval of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Major Alteration.

Alterations. Except as provided belowTenant shall not install any signs, fixtures, improvements, nor make or permit any other alterations or additions (individually, an “Alteration”, and collectively, the “Alterations”) to the Premises without the prior written consent of Landlord, except for Alterations that cumulatively cost less than Twenty Five Thousand Dollars ($25,000.00) per calendar year and which do not affect the Building Systems or the structural integrity or structural components of the Premises or the Building. In all events, Tenant shall not make or allow deliver at least ten (10) days prior notice to be made any alterations or physical additions in or Landlord, from the date Tenant intends to the Leased Premisescommence construction, without first obtaining the written consent of sufficient to enable Landlord to the post a Notice of Non-Responsibility and Tenant shall obtain all permits or other governmental approvals prior to commencing any of such work and deliver a copy of same to Landlord. All Alterations shall be at Tenant’s sole cost and expense in accordance with plans and specifications which have been previously submitted to and contractors thereforapproved in writing by Landlord, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions and shall be made installed by a licensed, insured, and bonded contractor (reasonably approved by Landlord) in compliance with Legal Requirementsall applicable Laws (including, but not limited to, the ADA), and all recorded matters and rules and regulations of the Business Center. Notwithstanding In addition, all work with respect to any Alterations must be done in a good and workmanlike manner. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall not create nor impose any responsibility or liability on the foregoingpart of Landlord for their completeness, design sufficiency, or compliance with any laws, ordinances, rules and regulations of governmental agencies or authorities. In performing the work of any such Alterations, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of work performed in such a nature manner as not to require a building permitobstruct access to the Business Center, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and or the names Common Areas for any other tenant of the contractors for all such alterations Business Center, and as not to obstruct the business of Landlord or additions at least seven other tenants in the Business Center, or interfere with the labor force working in the Business Center. As Additional Rent hereunder, Tenant shall reimburse Landlord, within ten (710) days prior to undertaking themafter demand, (ii) Tenant provides for actual legal, engineering, architectural, planning and other expenses incurred by Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with Tenant’s Alterations, plus Tenant shall pay to Landlord a fee equal to three and one-half percent (3-1/2 %) of the total cost of the Alterations. If Tenant makes any alterations or physical additions Alterations, Tenant agrees to carry “Builder’s All Risk” insurance, in or to the Leased Premises made or proposed a commercially reasonable amount reasonably approved by Landlord and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant (other than reimbursement in accordance with the terms of this Lease immediately upon completion thereof. Tenant shall keep the Premises and the property on which the Premises are situated free from any liens arising out of any actualwork performed, out-of-pocket costs reasonably materials furnished or obligations incurred by Landlord or on behalf of Tenant. Tenant shall, prior to verify that Tenant’s plans do not adversely affect construction of any and all Alterations, cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and Tenant shall provide such assurances to Landlord, including without limitation, waivers of lien and surety company performance bonds in the mechanical, electrical, plumbing, life safety or structural integrity event the cost of the Building as expressed Alteration exceeds $100,000.00 in clause (v) above)order to assure payment of the costs thereof to protect Landlord and the Business Center from and against any loss from any mechanic’s, materialmen’s or other liens.

Alterations. Except as provided belowSubject to the provisions of Exhibit “D” with respect to cost-sharing of Shared Facilities, Tenant to the provisions of Article XXIII, and to the limitations contained in this Article, the Hotel Owner may at any time at Hotel Owner’s sole cost and expense make alterations to the improvements to the Building and Hotel Parcel. In connection with such alterations the Hotel Owner may relocate any easement within such Parcel granted to any other Owner pursuant to Article II, provided, however, that such alterations shall not, without such other Owner’s consent, diminish the benefits afforded to such other Owner by such easement or interrupt such other Owner’s use of such easement. Condo-Hotel Owner shall not make or allow alter any Shared Facility without the consent of the Hotel Owner. Condo-Hotel Owner agrees that it shall not make, nor permit to be made any alteration of the Condo-Hotel Parcel or the Condo-Hotel Units therein which shall necessitate the erection of additional columns, bearing walls, or other structures upon the Hotel Parcel for the support such alteration. Further, the Hotel Owner will have the right to specify the exact material(s) to be used for sound insulation purposes. In the event of a conflict between the materials specified, the decision of the Hotel Owner shall control. If at any time any Owner proposes to make any such alterations, and if such alterations will change the location of, reduce the area of, or physical additions in otherwise affect, any easement granted to another Owner pursuant to Article II, or to such alteration is of the Leased Premises, without first obtaining type for which the written consent of Landlord the other Owner is required under the preceding paragraph, then, before commencing such alterations, the Owner who proposes to make such alterations shall give to such other Owners a copy of the plans and specifications and contractors thereforshowing the proposed alterations. If such other Owners shall not, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).within thirty

Alterations. Except as provided below, Tenant shall not make no alterations, installations, changes or allow to be made any alterations or physical additions in or to the Leased PremisesPremises or the Project that affect the building systems (including, without first obtaining limitation, the mechanical, electrical, structural, plumbing or roofing systems) (collectively, “Alterations”) without Landlord’s prior written consent of Landlord to the plans and specifications and contractors thereforconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Any Tenant may, upon prior notice to Landlord but without the requirement of obtaining Landlord consent, perform alterations in the Premises that do not affect any of the building systems (“Permitted Alterations”). It is mutually agreed that Tenant may install a security system serving the Premises, but that such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding system impacts the foregoing, Tenant shall have the right other building systems and is therefore subject to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies reasonable approval. 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 furnishes upon the approval by Landlord with in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and the names of the contractors for submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall cause all Alterations and Permitted Alterations to be performed in a good and workmanlike manner, in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord’s construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not commence any work with respect to such alterations or additions at least seven (7) days Alterations prior to undertaking themsuch date. Tenant hereby agrees to indemnify, (ii) Tenant provides defend, and hold Landlord with as-built plans free and specifications related to such alterations or additions upon completion harmless from all liens and claims of samelien, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Buildingand all other liability, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions claims and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision demands arising out of any alterations work done or physical additions in or material supplied to the Leased Premises made by or at the request of Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations Alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Permitted Alterations.

Alterations. (a) Except for Tenant's Work which has been approved by Landlord as provided belowset forth in this Lease, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premisesno alterations, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amountadditions, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions improvements in or to the Leased Premises made without Landlord's prior written consent which consent will not be unreasonably withheld. Landlord will make good faith and commercially reasonable efforts to respond within five (5) business day to any requested alteration, addition or improvement proposed by Tenant, unless greater time is required to allow engineers or other specialists time to review the submittal. Any notice from Landlord stating that Landlord does not consent to any proposed installation, alteration or improvement will specify the reasons for the objection. Any contractors and sub-contractors chosen by Tenant to perform the work in the Building or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made must be approved in advance by Landlord, which consent will not be unreasonably withheld, unless the alteration, addition or proposed by improvement involve the structural components of the Building or the Building systems, in which case Landlord, in its sole discretion, shall have the right to require Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred to hire contractors regularly engaged by Landlord to verify that perform work in the Building. Before making any alterations, additions, installations or improvements, Tenant’s plans do not adversely affect the mechanical, electricalat its expense, plumbingshall obtain all permits, life safety approvals and certificates required by any governmental or structural integrity quasi-governmental bodies and (upon completion) certificates of the Building final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Landlord. Tenant agrees to carry and to cause all contractors and sub-contractors hired by Tenant to carry such workmen's compensation, general liability, personal and property damage insurance as expressed Landlord may reasonably require, and Landlord shall be named as an additional insured on each of these policies. An increase in clause (v) above)any taxes as a result of such alterations by Tenant shall be paid by Tenant.

Alterations. Except Tenant agrees that it will make no material alterations, additions or improvements to the Premises, including any initial interior improvements and the Tenant Upfit Work, without the prior written consent of Landlord, and that all alterations, additions or improvements made by or for Tenant, including without limitation, any and all subdividing partitions, walls or railings of whatever type, material or height and improvements installed in accordance with the Lease, excepting movable office furniture installed at the expense of Tenant, shall, when made, become the property of Landlord and shall remain upon and be surrendered with the Premises as provided belowa part thereof at the end of the Lease term, unless Landlord shall notify Tenant to remove same, in which latter event Tenant shall comply to the end that the Premises shall be restored to the same condition in which they were received on the Commencement Date, normal wear and tear and casualty damage excepted. Tenant shall not make core drill or allow in any other manner attempt to be made penetrate or penetrate the floors of the Building without obtaining permission of Landlord. In the event that Tenant constructs any alterations or physical additions in or improvements to the Leased Premises, without first obtaining including the written consent of Landlord Tenant Upfit Work and any other initial improvements that Tenant makes, then those improvements must be constructed (a) using, at least, finishes which are standard to the Building and according to plans and specifications and using only contractors thereforand subcontractors approved by Landlord in advance, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made and (b) in compliance with Legal Requirementsall applicable laws, ordinances, rules, building codes, and regulations of Federal, State, municipal and county authorities, including without limitation, the procurement of a building permit and compliance with the Americans with Disabilities Act, and (c) in a diligent, good and workmanlike manner. Notwithstanding the foregoingTenant shall obtain a Builders' Risk Insurance Policy in such amount as is reasonably requested by Landlord, naming Landlord as an additional insured and providing that such insurance will not be canceled without giving Landlord at least 15 days prior written notice thereof. Any mechanical or electrical work and any penetration of floors must be performed by Landlord's contractors and subcontractors. Upon completion of any such construction by Tenant, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes must furnish Landlord with plans and specifications and the names a complete set of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations for the same. Tenant will not permit and will indemnify Landlord and hold it harmless from any mechanics or additions upon completion of same, (iii) such alterations or additions are not visible from materialmen's liens against the exterior of the Leased Premises or the BuildingProperty, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)such improvements.

Alterations. Except as provided belowfor cosmetic alterations and projects that do not exceed $100,000.00 during any calendar year of the Term, that do not require a permit from the City of Milpitas and that satisfy the criteria in the next following sentence (which cosmetic work shall require notice to Landlord but not Landlord’s consent), Tenant shall not make no alterations, additions, decorations, or allow improvements (collectively referred to be made any alterations or physical additions in or as “Alterations”) to the Leased Premises, Premises without first obtaining the prior written consent of Landlord to the plans and specifications and contractors therefor, which Landlord. Landlord’s consent shall not be unreasonably withheld or delayed. Any such alterations delayed as long as the proposed Alterations do not affect the structural, electrical or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, mechanical components or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names systems of the contractors for all such alterations or additions at least seven (7) days prior to undertaking themBuildings, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises Premises, do not change the basic floor plan of the Premises, and utilize only Landlord’s “Building Standard Improvements” (as defined in the attached Work Letter). 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 Buildingmanner, (iv) time, and contractor for performance of the modifications are work. Tenant shall provide a list of mechanical, electrical, and plumbing contractors for Landlord’s prior approval, which approval shall not be unreasonably withheld, for all work and/or Alterations affecting the mechanical, plumbing or electrical systems of the Buildings. Should Tenant perform any Alterations or work that would necessitate any ancillary Building modification or other expenditure by Landlord, then Tenant shall promptly fund the cost thereof to Landlord. Tenant shall obtain all required permits for the Alterations or other work and shall perform the work in compliance with all Legal Requirementsapplicable laws, regulations and ordinances with contractors reasonably acceptable to Landlord, and except for cosmetic Alterations not requiring a permit, Landlord shall be entitled to a supervision fee in the amount of 3% of the cost of the Alterations (v) such additions not to exceed $50,000.00). In no event shall Tenant prosecute any work that results in picketing or labor demonstrations in or about the Buildings or Project. Any request for Landlord’s consent shall be made in writing and alterations do not adversely affect 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 its design consultant to review Tenant’s mechanical, electrical, plumbing, fire life safetysafety systems plans, and the reasonable cost of that review, not to exceed $1,500.00, shall be reimbursed by Tenant. Should the Alterations proposed by Tenant and consented to by Landlord change the floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system or Landlord’s ability to perform its obligations hereunder. Unless Landlord otherwise agrees in writing, all Alterations affixed to the Premises, including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), but excluding moveable trade fixtures and furniture, shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant given at least 30 days prior to the Expiration Date, require Tenant to remove by the Expiration Date, or structural integrity sooner termination date of this Lease, all or any Alterations (including without limitation all telephone and data cabling) installed either by Tenant or by Landlord at Tenant’s request (collectively, the “Required Removables”), and to replace any non-Standard Improvements with the applicable Standard Improvements. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the Building subject Alterations are Required Removables. In connection with its removal of Required Removables, Tenant shall repair any damage to the Premises arising from that removal and (vi) Tenant coordinates shall restore the affected area to its activities with the Building’s property managerpre-existing condition, reasonable wear and tear excepted. In no event shall Tenant existing improvements installed in the Premises by a prior tenant thereof be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building considered as expressed in clause (v) above)Required Removables.

Alterations. (a) Except as expressly provided in Section 6.03(b) below, Tenant Lessee shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, Premises without first obtaining the prior written consent of Landlord Xxxxxx. If Lessee desires to make any alteration to the Premises, Lessee shall, prior to commencing same, submit plans and specifications therefor to Lessor. Lessor will, within thirty (30) days after receipt of such plans and specifications, promptly review and approve the plans and specifications or note in writing any required changes or corrections that must be made to the plans and specifications. If Lessor fails to object to the plans and specifications and contractors thereforwithin thirty (30) days after submission thereof, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions Lessor shall be made in compliance with Legal Requirementsdeemed to have approved such plans and specifications. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions If Lessor timely objects to the Leased Premises costing less than plans and specifications, Lessee shall make the Alterations Threshold Amount, required changes or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing corrections and furnishes Landlord with resubmit the plans and specifications and the names to Lessor within thirty (30) days after receiving notice of the contractors for all such alterations required corrections or additions at least seven (7) days prior changes. The failure of Lessor to undertaking them, (ii) Tenant provides Landlord with as-built object to the resubmitted plans and specifications related to within thirty (30) days shall constitute Lessor's approval of such alterations resubmitted plans. Minor changes in work or additions upon completion of same, (iii) such alterations or additions are materials not visible from affecting the exterior general character of the Leased Premises or the Buildingimprovements may be made at any time without Xxxxxx's approval, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity but a copy of the Building altered plans and (vi) Tenant coordinates its activities with the Building’s property managerspecifications must be furnished to Lessor. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision Lessor's approval of any alterations or physical additions in or plans and specifications applies only to the Leased Premises made by Tenant or (ii) review or conformity of the plans and specifications to the general architectural plan for the Premises, and Lessor may not unreasonably withhold approval of plans and specifications. Lessor's approval does not constitute approval of the architectural or specifications engineering design, and Lessor, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in connection with any alterations building or physical additions in improvement constructed from the plans or specifications, and Lessee, to the Leased Premises made or proposed extent allowed by Tenant (other than reimbursement of any actuallaw, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)shall indemnify and hold Lessor harmless from all such liability and responsibility.

Alterations. Except as provided below, (a) Tenant shall not make no alterations, installations, additions or allow to be made any alterations or physical additions improvements in or to the Leased PremisesPremises (collectively, "Alterations") without first obtaining the Landlord's prior written consent of Landlord to the plans and specifications and then only by contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirementsmechanics who are reasonably approved by Landlord. Notwithstanding the foregoing, Tenant Landlord's consent shall have the right to make alterations and physical additions to the Leased Premises costing less not be required for any Alterations (other than the Alterations Threshold Amount, or Tenant's Work) which are of such a nature as non-structural, do not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names take place outside of the contractors for all such alterations Premises or additions at least seven affect (7to more than a de minimis extent) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior areas outside of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect in any material manner the mechanicalHVAC, electrical, plumbing, life safetymechanical or other Building systems; provided, that Tenant is not in monetary default under this Lease or structural integrity in non-monetary default under this Lease beyond applicable notice and grace periods and not less than 10 Business Days prior to commencing such Alterations Tenant notifies Landlord thereof and delivers to Landlord plans and specifications for such Alterations (as to which plans and specifications are customarily prepared and, if not customarily prepared for any Alteration, a reasonable description of such Alteration) (it being understood that Tenant shall not commence such Alterations if within 10 Business Days after Landlord receives such notice and plans and specifications or description Landlord notifies Tenant that such Alteration requires Landlord's consent hereunder). All such Alterations shall be done at Tenant's sole expense except as provided in Section 6.02 and Section 6.05 and at such times and in such manner as Landlord may from time to time reasonably designate in accordance with good construction practice and standards generally in other unaffiliated first class office buildings in the vicinity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event , but this sentence shall Tenant be obligated not apply to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).Alterations

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations alterations, additions or physical additions in or improvements to the Leased PremisesPremises ("Alterations"), either at the inception of this Lease or subsequently during the Term, without first obtaining the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. Any such alterations or additions No Alterations shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions permitted to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names outside dimensions of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, existing bearing walls and columns, exterior walls, roof, structural ceiling or foundations, nor shall Tenant install any electrical equipment that would overload the lines in the Premises or interfere with the electrical usage of other tenants, unless approved in writing by Landlord. Tenant shall deliver to Landlord full and complete plans and specifications of all requested Alterations (ivwhich plans shall conform to specifications attached hereto and made a part hereof as Schedule III), and any subsequent modifications or additions to such plans and specifications, prior to undertaking same, and as-built plans when completed, and no proposed work shall be commenced or continued by Tenant until Landlord has given its written approval thereof. By approving any request for Alterations submitted by Tenant, Landlord does not (i) expressly or implicitly covenant or warrant that any plans or specifications are accurate, safe or sufficient or that the modifications are same comply with any applicable laws, ordinances, building codes, or the like, or (ii) consent to the imposition of any lien on the Premises or the Building for any work performed or materials delivered in connection with any such Alterations. Tenant shall be solely responsible for compliance with applicable laws, ordinances, building codes, and/or the like, and for obtaining all necessary permits and governmental approvals and for construction of said improvements in compliance with same. Further, Tenant shall indemnify, defend and hold harmless Landlord and the Premises from any loss, cost or expense, including legal fees, incurred by Landlord as a result of any defects in design, materials or workmanship resulting from such Alterations. Tenant shall pay to Landlord's designated Building management firm a fee of three percent (3%) of the cost of any Alterations as compensation for coordination and oversight of such Alterations by such Building management firm. All Alterations shall become the property of Landlord, unless Landlord directs at the time of its approval of Alterations that such Alterations be removed by Tenant at the expiration or earlier termination of this Lease. In such case, Tenant, at Tenant's sole expense, shall remove the Alterations and repair all damage resulting from such removal and shall restore the affected areas to a condition reasonably compatible with the remainder of the Premises as reasonably determined by Landlord, or, at Landlord's option, shall pay to Landlord all costs arising from such removal and restoration. All Alterations, and all removal of same, shall be done in a good and workmanlike manner in compliance with all Legal Requirementsapplicable laws, (v) such additions ordinances, building codes, regulations and alterations do not adversely affect the mechanicalorders of any federal, electricalstate, plumbingcounty, life safety, municipal or structural integrity other public authority and of the Building and (vi) Tenant coordinates its activities with insurers of the Building’s property manager. In no event If required by Landlord, Tenant shall Tenant be obligated to pay any charge secure at Tenant's own cost and expense a completion and lien indemnity bond satisfactory to Landlord for said work. Landlord shall be entitled to approve the contractors/subcontractors to be used to construct Alterations. Tenant shall indemnify, defend and hold harmless Landlord and Landlord's agents, contractors and employees from and against any liability or damages, and will take all measures necessary to eliminate any agent negative impact on the operation of the Building, resulting from any non-union contractor or subcontractor being used for the Alterations. Tenant shall require that any contractors used by Tenant carry a comprehensive liability insurance policy naming Landlord and any mortgagee designated by Landlord as additional insureds, covering bodily injury in such amounts as may be customary and appropriate for (i) supervision the improvements undertaken, as reasonably determined by Landlord. Tenant shall provide proof of such insurance prior to commencement of any alterations or physical additions in or to work on the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Premises.

Alterations. Except as provided below, Tenant USER shall not make any permanent alterations, additions or allow improvements (painting, building walls or structures, constructing improvements that would damage the Authorized Area upon removal of such improvements, installation of landscaping, etc.) to be made the Authorized Area or maintain signs or banners without, in each case, obtaining the consent of COUNTY. If any alterations Alterations, additions, or physical additions improvements in or to the Leased PremisesAuthorized Area are made necessary by reason of the use of the Authorized Area by USER and, without first obtaining the written consent of Landlord provided that COUNTY grants its prior permission to USER regarding such alterations, additions or improvements, USER agrees that it will make all such alterations, additions, and improvements in or to the plans Authorized Area at its own expense and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirementsbuilding codes, (v) ordinances, and governmental regulations pertaining to such additions and alterations do not adversely affect the mechanicalwork, electrical, plumbing, life safetyuse, or structural integrity of the Building occupancy and (vi) Tenant coordinates its activities in accordance with the Building’s property managerrequirements of COUNTY and its Facilities Department. In no event shall Tenant be obligated accordance with indemnification provision set out herein, USER agrees that it will hold COUNTY harmless against all expenses, liens, claims, and damages to pay either property or person that may or might arise because any charge to Landlord repairs, alterations, additions, or any agent of Landlord for (i) supervision of any alterations or physical additions in or improvements are made, except to the Leased Premises made by Tenant extent which results from COUNTY’s negligence or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or willful misconduct. USER agrees to restore, at USER's sole expense, the Authorized Area to the Leased Premises made same condition as received, reasonable wear and tear excepted, upon the termination or proposed by Tenant (other than reimbursement expiration of this Agreement; provided, however, COUNTY may, in its sole discretion, choose to retain any actualalterations, out-of-pocket costs reasonably incurred by Landlord additions, or improvements and not require USER to verify that Tenant’s plans do not adversely affect remove them. Furthermore, USER agrees to work cooperatively with COUNTY's Facilities Director in relation to any alterations, additions, improvements and repairs to the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Authorized Area.

Alterations. Except as provided belowNotwithstanding any provision in this Lease to the contrary, Tenant shall not make or allow cause to be made any alterations alterations, additions, improvements or physical additions in or replacements to the Leased PremisesTenant Space or any other portion of the Building or the Property (collectively, “Alterations”) without first obtaining the prior written consent and approval of Landlord to the plans and specifications and contractors thereforLandlord, which consent and approval may not be unreasonably withheld, conditioned or delayed; provided, however, that so long as Tenant complies with the balance of the terms and conditions of this Lease, Landlord’s consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding required for any usual and customary installations, repairs, maintenance, and removals of equipment and telecommunication cables within the foregoing, Tenant shall have the right to make alterations Space if and physical additions to the Leased Premises costing less than the Alterations Threshold Amountextent that such installations, or which are of such a nature as not to require a building permitrepairs, without Landlord’s consent providedmaintenance and removals: (i) Tenant notifies Landlord are usual and customary within the industry, and in writing compliance with Institutional Owner Practices; and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do will not adversely affect the mechanical, electrical, plumbingBuilding’s structure, life safetysafety systems (including, fire prevention), exterior facade, sprinkler systems and/or main switching gear, roof or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay otherwise void any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or warranties relating to the Leased Premises made Landlord’s Work (collectively, the “Major Alterations”) provided that so long as no Event of Default is subsisting, Landlord will be deemed to have consented to roof repairs undertaken by Tenant or (ii) review or approval of plans or specifications for or the same roofer that Landlord had initially retained in connection with any alterations the roof. On or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).about

Alterations. Except as provided below, A. Tenant shall not make any alterations, additions or allow to be made any alterations or physical additions in or improvements to the Leased Premises, Premises or any portion thereof (“Alterations”) without first obtaining the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Any such alterations or additions ; provided, however, that Landlord’s prior written consent shall not be required, but prior written notice shall be delivered to Landlord accompanied with full and complete drawings and plans prepared by a licensed architect or engineer, if applicable, for any Alterations: (i) that are not structural exterior additions or structural exterior alterations to the Premises; (ii) that will not change the essential nature of any Building as an office building or bank branch or ancillary uses; (iii) that will not materially and adversely affect the structural elements or roof of any Building; (iv) that will not materially and adversely affect the proper functioning of a Building’s systems on a permanent basis; and (v) that do not exceed the cost of Seven Hundred Fifty Thousand Dollars ($750,000.00) on a per project basis. For purposes of this Subsection 15.A, any Alterations made to a drive-through lane, drive-through canopy or related element on the Premises shall not be considered structural in compliance with Legal Requirementsnature. Notwithstanding the foregoingIn seeking approval from Landlord of any Alterations, if required, Tenant shall provide Landlord with (1) full and complete drawings and plans for the proposed Alterations prepared by a licensed architect or engineer; and (2) notice of whether the Alteration will involve or affect Hazardous Materials in violation of Law. Tenant shall not have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, seek any zoning changes or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or variances in connection with any alterations Alterations without Landlord’s approval, which approval may (I) not be unreasonably withheld, conditioned or physical additions delayed if the zoning change or variance is in connection with the use of the Premises as an office building or to bank branch or ancillary use and (II) be withheld in Landlord’s sole and absolute discretion if the Leased zoning change or variance is in connection with the use of the Premises made or proposed by Tenant (for a use other than reimbursement as an office building or bank branch or ancillary use. Tenant shall procure all necessary governmental permits and approvals prior to commencing construction of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Alteration.

Alterations. Except for the alterations described on attached as provided belowExhibit G which Landlord hereby approves, Tenant shall not make any alterations, additions or allow improvements to the Premises or any penetrations to the roof or structural walls of the Building (collectively, “Alterations”) without Landlord’s prior written consent, except that no consent shall be required for minor, cosmetic modifications to the interior of the Building, provided any such modification is non-structural and neither affects the Building’s mechanical or electrical systems or services nor penetrates the Building’s roof or structural walls. Landlord agrees not to withhold or delay unreasonably its consent to any Alterations for which its consent is required and which are nonstructural and do not affect the Building’s mechanical or electrical systems or services and which do not reduce the value or utility of the Building. Tenant shall provide to Landlord for its approval plans and specifications with respect to any Alteration which requires Landlord’s consent. If Landlord consents to any Alterations to the Premises, such Alterations shall be performed in a good and workmanlike manner at Tenant’s expense by a reputable contractor or contractors reasonably approved by Landlord, and such Alterations shall be performed in accordance with Laws and the terms of this Lease. Tenant shall give Landlord five (5) days prior written notice before commencing any permitted Alterations. Tenant shall be responsible for any alterations, additions or improvements required by Laws to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of in the Building as expressed a result of Tenant’s proposed Alterations. Upon the Expiration Date or termination of the Term, any Alterations and other Tenant property may be moved or removed by Tenant, at Tenant’s option. Tenant shall keep the Premises free from claims arising out of any work performed on Tenant’s behalf and shall not affect any interest of Landlord in clause (v) above)the Premises.

Alterations. Except Tenant agrees that it will make no alterations, ----------- additions or improvements to the Premises without the prior written consent of the Landlord and that all alterations, additions or improvements made by or for the Tenant, including, without limitation, any and all subdividing partitions, walls or railings of whatever type, material or height, excepting movable office furniture installed at the expense of Tenant, shall, when made, become the property of the Landlord and shall remain upon and be surrendered with the Premises as provided belowa part thereof at the end of the Lease term, except with regard to improvements made to the Premises after the initial upfitting of the Premises, if Landlord, at the time of giving its consent thereto, shall notify Tenant that it may be required to remove same at the end of the term, then in such case, upon Landlord's request, Tenant shall not make or allow to be made any alterations or physical additions in or remove such improvements at the end of the term, and restore the Premises to the Leased condition existing prior to the making of such improvements,, normal wear and tear excepted. Tenant shall not core drill or in any other manner attempt to penetrate or penetrate the floors of the Building without obtaining permission of Landlord. In the event that Tenant constructs any improvements to the Premises, without first obtaining the written consent of Landlord then those improvements must be constructed (a) using, at least, finishes which are standard to the Building and according to plans and specifications and using only contractors thereforand subcontractors approved by Landlord in advance, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made and (b) in compliance with Legal Requirements. Notwithstanding all applicable laws, ordinances, rules, building codes, and regulations of Federal, State, municipal and county authorities, including without limitation, the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are procurement of such a nature as not to require a building permit, and (c) in a diligent, good and workmanlike manner. Tenant, or Tenant's contractor, shall obtain a Builders' Risk Insurance Policy in such amount as is reasonably requested by Landlord, naming Landlord and Building Manager as an additional insured and providing that it will not be canceled without giving Landlord at least 15 days prior written notice thereof. Any mechanical or electrical work and any penetration of floors must be performed by Landlord’s consent provided: (i) 's contractors and subcontractors. Upon completion of any such construction by Tenant, Tenant notifies Landlord in writing and furnishes must furnish Landlord with plans and specifications and the names a complete set of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations for the same. Tenant will not permit and will indemnify Landlord and hold it harmless from any mechanic's or additions upon completion of samematerialmen's liens against the Premises, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)such improvements.

Alterations. Except as provided below, Tenant shall not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld, conditioned or allow delayed. However, Landxxxx’x determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be made in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or physical additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion might adversely affect any structural or to exterior element of the Leased Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without first obtaining expense to Landlord, (d) enlarge the written consent Rentable Floor Area of Landlord to the Premises, or (e) are inconsistent, in Landlord’s judgment, with alterations satisfying Landlord’s standards for new alterations in the Building. Landlord’s review and approval of any such plans and specifications and contractors therefor, which consent to perform work described therein shall not be unreasonably withheld deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or delayed. Any obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such alterations or additions shall be made in compliance plans, specifications and work with applicable Legal Requirements. Notwithstanding the foregoing, Tenant shall have the Requirements and Insurance Requirements nor give right to make alterations and physical any other parties. Landlord shall respond to Tenaxx’x request for consent to any alterations, additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are improvements within fifteen (15) days after receipt of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications for the same, including, providing details on any reasons for disapproval, and the names of the contractors for all Landlord shall respond to any resubmissions with respect to such alterations alterations, additions or additions at least improvements within seven (7) days. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landxxxx’x interest in the Complex in connection with any work. Within thirty (30) days prior after receipt of an invoice from Landlord, Tenant shall pay to undertaking themLandlord as a fee for Landlord’s review of any work or plans, (ii) Tenant provides as Additional Rent, all reasonable third party expenses incurred by Landlord with as-built to review Tenaxx’x plans and specifications related Tenaxx’x work. Except for any additions or alterations which Tenant requests to such remain in the Premises in Tenant’s notice seeking Landlord’s consent for the installation thereof (which notice shall specifically refer to this Section 5.12) and for which Landlord specifically agrees in writing may remain, all alterations or and additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity shall be part of the Building unless and (vi) Tenant coordinates its activities with until Landlord shall specify the Building’s property managersame for removal pursuant to Section 5.2. In It is agreed that in no event shall Tenant be obligated to pay remove any charge of Landlord’s Work, nor shall Tenant be required to remove any of Tenant’s Work except to the extent Landlord reasonably determines such improvements will materially impair the future marketability of the Premises for office and light manufacturing use and Landlord notifies Tenant in writing that Landlord will require removal of such improvements at the time Landlord approves Tenant’s Plans. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by a general contractor or by contractors or workers selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Except for work by Xxxxxxxx’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any agent wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Xxxxxx’s contractor. Without limiting any of Landlord Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for (i) supervision the costs of any alterations alterations, additions or physical additions improvements in or to the Leased Building that are required in order to comply with Legal Requirements as a result of any work performed by Xxxxxx. Landlord shall have the right to provide such reasonable rules and regulations relative to the performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services provided such rules and regulations are delivered to Tenant no later than the date on which Landlord consents to the same hereunder (or if consent is not required, then provided the same are delivered to Tenant within five (5) days after Tenant notifies Landlord of its intent to perform the same). Xxxxxx agrees to pay promptly when due the entire cost of any work done on the Premises by Xxxxxx, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and discharge any such liens which may so attach within fifteen (15) days after notice thereof. Tenant shall pay, as Additional Rent, 100% of any real estate taxes on the Complex which shall, at any time after commencement of the Term, result from any alteration, addition or improvement to the Premises made by Tenant. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or the Building to the Leased extent paid for by Landlord. 00 Xxxxxxxx Xxxxxx - Fractyl (FINAL) Notwithstanding the terms of this Section 5.12, Tenant shall have the right, without obtaining the prior consent of Landlord but upon prior notice to Landlord, to make alterations, additions or improvements to the Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).where:

Alterations. Except as provided below, Tenant shall not make or allow be permitted to be made any alterations or physical additions in or to construct the Plant on the Leased Premises, provided Tenant presents plans for construction of the Plant to Landlord for its approval (“Plant Construction”). Landlord’s approval of the 4 10.23 Plant Construction shall not be unreasonably withheld, conditioned or delayed. Tenant shall be permitted to make such alterations and modifications to the Plant on the Leased Premises as it desires, including by way of example and not limitation, a wiped film evaporator(s) (or similar distillation equipment), hydrotreater, a hydrocracker, a propane de-asphalting unit, and miscellaneous grease and lubricant manufacturing equipment (“Permitted Alterations”) without first obtaining the consent of Landlord, provided that Tenant gives Landlord reasonable notice and that all such alterations or modifications are performed and completed in a safe and prudent manner, in accordance with all Laws. Tenant shall be permitted to make alterations and modifications to the office/warehouse, the parking lot and other improvements on the Leased Premises owned by Landlord, without the prior written consent of Landlord to the plans provided that Tenant gives Landlord reasonable notice and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for that all such alterations or additions at least seven (7) days prior to undertaking themmodifications are performed and completed in a safe and prudent manner, (ii) in accordance with all Laws. Tenant provides Landlord with as-built plans and specifications related to will be solely responsible for any liabilities or obligations arising out of the construction or operation of such alterations or additions upon completion of same, (iii) modifications. Landlord will cooperate with Tenant to the extent required by regulatory or other governmental authorities with jurisdiction over any such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In at no event shall Tenant be obligated to pay any charge cost to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).apart from administrative assistance. 5.3

Alterations. Except as provided belowin Article 5.C. above, Tenant shall not make or allow to be made any no alterations or physical additions in or to the Leased Premises, Premises (“Alterations”) without first obtaining the prior written consent of Landlord to the plans and specifications and contractors thereforLandlord, which consent shall not may be unreasonably withheld or delayed. Any such alterations or additions shall be made in compliance with Legal RequirementsLandlord’s reasonable discretion. Notwithstanding the foregoing, Tenant shall have the right be permitted to make alterations Alterations that do not exceed $[*], in the aggregate, provided such Alterations are interior in nature and physical additions to do not affect or impact the Leased Premises costing less than the Alterations Threshold Amountexterior, structure of or which are of such a nature as not to require a building permitsystems (including, without Landlord’s consent provided: limitation, life safety systems) serving any portion of the Building. In all events, Alterations may only be performed (i) Tenant notifies by contractors or mechanics approved by Landlord in writing (which approval shall not be unreasonably withheld, conditioned or delayed) and furnishes (ii) upon the approval by Landlord with in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and the names submitted by Tenant, at its sole cost and expense, which approval shall not be unreasonably withheld, conditioned or delayed. 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 the contractors for lien, and all such alterations or additions at least seven (7) days prior to undertaking themother liability, (ii) Tenant provides Landlord with as-built plans claims and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision demands arising out of any alterations work done or physical additions in or material supplied to the Leased Premises made by or at the request of Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or 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, except that Landlord may, by written notice to Tenant given at the time of approval of such Alterations, require Tenant, at Tenant’s expense, to remove all partitions, counters, railings and other Alterations installed by Tenant, and to repair any damages to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect * Confidential treatment requested; certain information omitted and filed separately with the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)SEC.

Alterations. Except as provided belowTenant shall make no changes, alterations, modifications, improvements, or additions to the Premises without Landlord’s prior written consent which will not unreasonably be withheld. Any changes, alterations, modifications, improvements, or additions to the Premises approved by Landlord shall be performed by a contractor selected by Tenant and approved by Landlord. Such approval of contractor shall not be unreasonably withheld. Subject to provisions and conditions set forth above and to those which follow, Tenant shall at its expense, may make alterations, installations, additions or improvements which are nonstructural and which do not make affect utility services or allow to be made any alterations or physical additions plumbing and electrical lines, in or to the Leased interior of the Premises, by using contractors or mechanics first approved by Landlord. Tenant shall comply strictly with all conditions contained in such consent and shall discharge and hold Landlord harmless of and from all charges for labor, services, or materials in connection with such alterations, modifications, improvements or additions. Tenant shall not drive nails or drill into or deface in any manner any part of the Premises or the Shopping Center or permit the same to be done without first obtaining the prior written consent of Landlord to the plans and specifications and contractors therefor, which consent Landlord. Tenant shall not cause any telephone, telegraph, burglar alarm, fire or smoke alarm, or other electrical or mechanical devices or attachments of any nature to be unreasonably withheld placed upon the woodwork, walls, ceiling, or delayedfloor of the Premises without the prior consent and under the supervision of Landlord. Any such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have not install any electrical equipment in the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Threshold Amount, or premises which are of such a nature as not to require a building permit, without in Landlord’s consent provided: (i) Tenant notifies Landlord sole opinion will over load the wiring installations in writing and furnishes Landlord with plans and specifications and the names of Premises and/or the contractors for all such alterations Shopping Center or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities interfere with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to reasonable use thereof by Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions other tenants in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above)Shopping Center.

Alterations. 8.1 Except as provided belowshown on Exhibit D, Tenant shall not make any alterations, additions or allow to be made any alterations or physical additions improvements in or to the Leased PremisesPremises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining the Landlord's prior written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any Notwithstanding the preceding sentence, Tenant may make alterations, additions or improvements without Landlord's consent if the total cost of those alterations, additions or improvements is no more than Five Thousand Dollars ($5,000.00) per occurrence and the alterations, additions or improvements will not affect in any way the structural, exterior or roof elements of the Building or the elevator, mechanical, electrical, plumbing or life safety systems of the Building. Tenant shall give prior written notice of any such alterations allowed alterations, additions or improvements to Landlord. All alterations, additions and improvements in or to the Premises to which Landlord consents shall be made in compliance with Legal Requirementsby Landlord at Tenant's sole cost and expense. Notwithstanding Tenant shall give written notice to Landlord of the foregoingdate on which construction of any work will be commenced at least five (5) days prior to that date. Tenant shall keep the Premises and the Building free from mechanics' liens and all other liens arising out of any work performed, labor supplied, materials furnished or other obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based or shall provide a bond or other adequate security therefor. Landlord shall have the right to make alterations post and physical additions to keep posted on the Leased Premises costing less than the Alterations Threshold Amount, any notices that may be provided by law or which are Landlord may deem to be proper for the protection of such a nature as not to require a building permitLandlord, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications the Premises and the names Building from liens, and, upon thirty (30) days' prior written notice to Tenant, to take any other action Landlord deems necessary to remove or discharge liens or encumbrances at the expense of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).

Alterations. Except as provided below, Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises, without first obtaining the written consent of Landlord to the plans and specifications and contractors therefor, which consent shall not be unreasonably withheld or delayed. Any and all such alterations or additions shall be made in compliance with Legal Requirements. Notwithstanding the foregoing, Tenant shall have the right to make alterations and physical additions to the Leased Premises costing less than the Alterations Alteration Threshold AmountAmount for any single project, or which are of such a nature as not to require a building permit, without Landlord’s consent provided: (i) Tenant notifies Landlord in writing and furnishes Landlord with plans and specifications and the names of the contractors for all such alterations or additions at least seven (7) days prior to undertaking them, (ii) Tenant provides Landlord with as-built plans and specifications related to such alterations or additions upon completion of same, (iii) such alterations or additions are not visible from the exterior of the Leased Premises or the Building, (iv) the modifications are in compliance with all Legal Requirements, (v) such additions and alterations do not adversely affect the mechanical, electrical, plumbing, life safety, or structural integrity of the Building and (vi) Tenant coordinates its activities with the Building’s property manager. In no event shall Tenant be obligated to pay any charge to Landlord or any agent of Landlord for (i) supervision of any alterations or physical additions in or to the Leased Premises made by Tenant or (ii) review or approval of plans or specifications for or in connection with any alterations or physical additions in or to the Leased Premises made or proposed by Tenant (other than reimbursement of any actual, out-of-pocket costs reasonably incurred by Landlord to verify that Tenant’s plans do not adversely affect the mechanical, electrical, plumbing, life safety or structural integrity of the Building as expressed in clause (v) above).