Common use of Alterations Clause in Contracts

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) Tenant mayshall not before or during the Term make or suffer to be made any alterations, at its expense, including funds made available additions or improvements in or to the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements Premises (herein collectively called “Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained obtaining Landlord’s written consentapproval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, which mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord; provided, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenanthowever, Landlord will be deemed to have approved the request. Upon Landlord’s request, that Tenant shall provide Landlord with copies of the all permits, plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite related documents in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage Any Alteration to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to execute a waiver giving consent, with respect to Alterations that could affect the structural components of the Building Systems or subordination of its statutory or contractual landlord’s lien which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to any holder of a valid security interest in any of provide Landlord, at Tenant’s Trade Property or sole cost and expense, a payment and performance bond in form reasonably acceptable to any bona fide lessor of Tenant’s Trade Property provided that Landlord, in a principal amount not less than the holder estimated costs of such security interestAlterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or such lessorother permits or licenses required must be furnished to Landlord, agrees in writing to repair any damage which and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may be done to monitor construction of the Premises as a result of a removal Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any of Tenant’s Trade Propertyconstruction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall promptly repair maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the Premises caused by its removal date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any of liability to contractors or material suppliers for payment for Tenant’s Trade Propertyimprovements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (A) The Tenant may make structural and non-structural alterations to the Premises, including for the avoidance of doubt demolishing and rebuilding the existing buildings on the Premises and redeveloping the Premises, without having to obtain the Landlord's consent, but the Tenant shall: (i) Prior to work commencing: (a) Tenant may, at its expenseprovide reasonable prior written notice to the Landlord of any structural alterations to the Premises, including funds made available in the TI Allowance account, make additions to proposed commencement date and alterations the estimated duration of the Improvements works; (b) supply the Landlord with plans showing the proposed layout and construct all other relevant details together with particulars of the type and design of such works; (c) use its reasonable endeavours to provide additional Improvements and make substitutions and replacements for information to the Improvements (“Alterations”)Landlord that the Landlord reasonably requests, provided that Tenant delivers a written statement identifying the Alterations being made, when they are being any such request is made promptly and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) within 60 calendar days of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage Landlord's receipt of the Improvements, information provided pursuant to (a) and (b) above; and (d) obtain all requisite Consents; (ii) carry out such Alterations shall be completed works in a good and workmanlike manner, free manner with suitable materials of Liens good quality and in compliance with all applicable Legal Requirements and all insurance policies required causing as little nuisance to be maintained by Tenant hereunder, and the Estate as reasonably practicable; (iii) such Alterations will not adversely affect comply with the building systems or structural integrity requirements of all Consents and Statutes applicable to the works being carried out; and (iv) promptly and within no more than 15 Business Days after substantial completion of the Premises. Prior to commencing any Alteration works, provide the cost Landlord with three sets of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of final 'as-built' plans and specifications (both hard copy and other reasonable information requested from Landlord, and such failure continues CAD disk) for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterationsretention. (bB) Notwithstanding If the foregoing paragraph, Tenant may place upon is required by any authority or Statute or the Premises any inventory, fixtures, machinery, equipment or other improvements which can Tenant reasonably considers that it would be removed without structural damage prudent to have an independent point of access to the Premises directly from the publicly maintained highway and without passing through the Estate Common Parts, the Landlord shall not raise any objection and shall provide its written consent (“Tenant’s Trade Property”not to be unreasonably withheld or delayed) to the extent that any planning authority requires such consent and may remove the same at any time during the Term shall use all reasonable endeavours to facilitate such independent point of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property access provided that such assistance shall be at the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property's sole cost and reasonable request.

Alterations. Tenant shall not install any signs, fixtures, improvements, nor make or permit any other alterations or additions (a) Tenant mayindividually, at its expensean “Alteration”, including funds made available in and collectively, the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”)) to the Premises without the prior written consent of Landlord, provided except for Alterations that Tenant delivers a written statement identifying cumulatively cost less than Twenty Five Thousand Dollars ($25,000.00) and which do not affect the Alterations being made, when they are being made and their cost and certifying that (i) Building systems or the Fair Market Value (as defined in Section 2, above) structural integrity or structural components of the Premises or the Building. In all events, Tenant shall not be lessened thereby deliver at least ten (10) days prior notice to Landlord, from the date Tenant intends to commence construction, sufficient to enable Landlord to post a Notice of Non-Responsibility and Tenant shall obtain all permits or other than in governmental approvals prior to commencing any of such work and deliver a deminimus manner and such Alterations will not permanently reduce the square footage copy of the Improvements, (ii) such same to Landlord. All Alterations shall be completed at Tenant’s sole cost and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and shall be installed by a licensed, insured, and bonded contractor (reasonably approved by Landlord) in compliance with all applicable Laws (including, but not limited to, the ADA), and all recorded matters and rules and regulations of the Industrial Center. In addition, all work with respect to any Alterations must be done in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent approval of any plans, specifications or working drawings for Tenant’s Alterations shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval create nor impose any responsibility or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is 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 work performed in such a manner as not indemnified to obstruct access to the Industrial Center, or the Common Areas for hereunder or change the nature any other tenant of the Premises when compared Industrial Center, and as not to Comparable Buildingsobstruct the business of Landlord or 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, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agreesreimburse Landlord, within ten (10) Business Days of days after demand, for actual and reasonable legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant’s request 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, Tenant agrees to carry “Builder’s All Risk” insurance, in an amount approved by Landlord and at Tenant’s expensesuch other insurance as Landlord may require, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided it being understood and agreed that the holder all of such security interest, or such lessor, agrees Alterations shall be insured by Tenant in writing to repair any damage which may be done to accordance with the Premises as a result terms of a removal of any of Tenant’s Trade Propertythis Lease immediately upon completion thereof. Tenant shall promptly repair any damage to keep the Premises caused by its removal and the property on which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to 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 assure payment of the costs thereof to protect Landlord and the Industrial Center from and against any loss from any mechanic’s, materialmen’s Trade Propertyor other liens.

Alterations. (a) Tenant mayAll alterations, at its expenseadditions or changes to the Leased Premises that Lessee desires to make shall require Lessor's prior written consent, including funds made available in after submission to Lessor of plans and specifications showing the TI Allowance accountalterations, additions or changes Lessee desires to make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentinformation reasonably requested by Lessor, which consent shall not be unreasonably withheld. Landlord’s , delayed or conditioned; provided, however, that Lessor's consent shall not be required for Alterations of a merely cosmetic naturepainting or installing removable decorative items (other than wall coverings and floor coverings). If Landlord's consent is required under this Section 10 All alterations, additions or changes shall: be made by bondable (unless otherwise approved by Lessor) workers and Landlord has contractors approved in advance in writing by Lessor, which approval shall not provided Tenant be unreasonably withheld, delayed or conditioned (provided, however, that with Landlordrespect to alterations, additions or changes costing less than $50,000 in the aggregate being performed at any one time, such workers and contractors need not be bondable, but they shall still be subject to Lessor's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of as previously provided); be performed in accordance with the plans and specifications previously delivered to (and where required by this Lease, as approved by) Lessor; be done in a manner so as to create the least possible disruption or inconvenience to Lessor and to other lessees in the Building and other reasonable information requested from Landlordworkers and contractors performing work in the Building; and shall be done in a good and workmanlike manner employing new construction materials at least equal in quality to those of the existing Building, and such failure continues for ten in compliance with all Legal Requirements, Insurance Requirements, "Rules and Regulations" (10) days after Landlord's receipt of written a second request from Tenantas hereinafter defined), Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of and the plans and specificationsspecifications submitted to (and, if available for any such additions and alterationswhere required, approved by) the Lessor. Before making any Alterationscommencing work, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, Lessee shall: secure all necessary licenses, permits and approvals required by applicable Legal Requirements, and furnish copies thereof to perform the proposed Alteration. All Lessor; at Lessor's request, provide (or cause its contractor to provide) such Alterations shall be and remain part bonds or other assurances satisfactory to Lessor protecting Lessor against claims arising out of the realty furnishing of labor and materials for the property work; and carry or cause each contractor to carry insurance with such coverages and in such amounts as Lessor may reasonably require (all such insurance to be written in companies approved by Lessor and Lessee shall deliver to Lessor certificates of Landlord all such insurance prior to the commencement of such work). Within two (2) weeks after completion of any alterations, additions or changes involving Building systems, hardwall partitions, or structural changes, Lessee shall submit as-built drawings or sketches of the completed work to Lessor. Lessee shall indemnify, defend and hold harmless Lessor and its officers, directors, servants, agents, employees, contractors and invitees from and against any and all liability, damage, penalties or judgments and from and against any claims, actions, proceedings and expenses and costs in connection therewith, including reasonable attorneys' fees, resulting from any alterations, additions or improvements undertaken by or on behalf of Lessee, which obligations shall be subject survive the expiration or termination of this Lease with respect to this Leasework performed by or on behalf of Lessee prior to such expiration or termination. Landlord In the course of any work being performed by or on behalf of Lessee, Lessee agrees to execute use labor compatible with that being employed by Lessor for work in the Building or on the Property, and not to employ or permit the use of any labor or otherwise take any action which might result in a labor dispute involving personnel providing services in the Building or on the Property pursuant to arrangements made by Lessor. Lessee shall not, without the specific written consent of Lessor and Lessee's written agreement to pay additional costs resulting therefrom, install any apparatus or device within the Leased Premises, including electronic data processing machines, punch card machines or any other machines, that would (i) weigh in excess of the machines normally used in comparable buildings in Nashua, New Hampshire; or (ii) use electrical power in excess of that available to the Leased Premises through the Building's existing electrical system; or (iii) in any way increase the amount of electrical power, water, gas heating or air conditioning used by Lessee in the Leased Premises to an amount in excess of the amount usually furnished at such utility easements, building permit applications, zoning changes and time for use by lessees in general office space in other similar governmental applications as Tenant may reasonably deem necessary or requisite buildings in connection with any such addition and/or alterationNashua, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant AlterationsNew Hampshire. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) Tenant mayshall not make any alterations, at its expenserepairs, including funds made available in the TI Allowance accountadditions or improvements or install any cable (collectively, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying ) without first obtaining the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentof Landlord in each instance, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding the generality of the foregoing, Landlord shall be entitled to withhold its consent to proposed Alterations if, in Landlord’s good faith judgment, any one or more of the following situations exist: (i) the proposed Alterations will adversely affect the exterior appearance of the Building; (ii) the proposed Alterations may impair the structural strength of the Building, adversely affect any Building Systems, or adversely affect the value of the Building; (iii) the proposed Alterations would trigger the necessity under Applicable Requirements or otherwise for work to be performed outside the Premises; or (iv) the proposed Alterations are not consistent with, or would detract from, the character or image of the Building. At least thirty (30) days before the commencement of Alterations, Tenant shall submit to Landlord plans, specifications, and product samples of the proposed Alterations for Landlord’s review. Landlord’s consent sole interest in reviewing and approving such documents is to protect Landlord’s interests, and no such review or approval by Landlord shall not be required for Alterations deemed to create any liability of any kind on the part of Landlord, or constitute a merely cosmetic naturerepresentation on the part of Landlord or any person consulted by Landlord in connection with such review and approval that such plans or other documents are correct or accurate, or are in compliance with any Applicable Requirements. If Landlord's consent is required under this Section 10 and Tenant shall pay the reasonable out-of-pocket costs incurred by Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and in reviewing Tenant’s plans, specifications and other reasonable information requested from Landlordproduct samples, and such failure continues for if any, within ten (10) days after Landlord's receipt of written an invoice therefore and reasonable supporting documentation. (b) Landlord or its affiliate shall have the right to perform Alterations on behalf of Tenant. If Landlord does not elect to perform the Alterations, the contractor and all subcontractors and suppliers used by Tenant must be approved in writing by Landlord, which approval shall not be unreasonably withheld; provided, however, that Landlord reserves the right to require any work to be performed on the Building Systems (whether such Building Systems are located within or outside the Premises) to be performed by subcontractors specified by Landlord. Tenant shall not either directly or indirectly, use any non-union labor. (c) All Alterations by Tenant’s contractor shall be diligently completed in a second request from good and workmanlike manner and in compliance with all Applicable Requirements and any Building construction rules and regulations then in effect. Tenant and Tenant’s contractor, Landlord will subcontractors and suppliers shall maintain such insurance as may be deemed to have approved the request. Upon reasonably required by Landlord’s request, and Tenant shall provide Landlord with copies evidence of such insurance prior to any such party’s entry into the Building. If Tenant or any person who is in or about the Building with the consent of Tenant shall cause any damage to the Building or the Common Areas, Tenant shall reimburse Landlord for the cost of repairs. Promptly after completion of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtaindeliver to Landlord “as built” drawings in CAD format showing the Alterations. On the first day of the month following substantial completion of the Alterations, at Tenant shall pay Landlord a fee of ten percent (10%) of the cost of the Alterations to compensate Landlord for its sole costreview and coordination of the Alterations, including being entitled to use funds available in unless Landlord provides the TI Allowance accountAlterations under written contract with Tenant. (d) Unless otherwise provided by written agreement, all necessary permits Alterations (including, but not limited to, sink units, wall-to-wall carpets, and approvals required to perform the proposed Alteration. All such Alterations signs) shall be and remain part of the realty and become the property of Landlord at the end of the Term, and shall remain upon and be subject to this Lease. Landlord agrees to execute such utility easementssurrendered with the Premises, building permit applicationsexcepting however, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraphthat at Landlord’s election, Tenant may place upon the Premises any inventoryshall, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, remove any or all Alterations and restore the Premises to execute a waiver or subordination the condition prior to such Alteration (reasonable wear and tear excepted) before the last day of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property the Term, provided that the holder Landlord shall have included with its approval of such security interest, Alterations the statement that Landlord is reserving its right to require that any or all of such lessor, agrees in writing to repair any damage which may Alterations be done to so removed and the Premises as a result of a removal of any of Tenant’s Trade Propertyso restored. If Tenant fails to so remove the Alterations or restore the Premises within the time limits provided above, Tenant shall promptly repair any damage pay Rent to Landlord as provided by Section 19.2 hereof as if Tenant had held possession of the Premises caused by its removal of any of Tenant’s Trade Propertyafter the Term, until Tenant so removes the Alterations and restores the Premises.

Alterations. (a) Landlord hereby consents to certain Tenant mayImprovements, on the terms and subject to the conditions of Exhibit C. Tenant shall not make or permit any Alterations in, on or about the Premises without the prior written consent of Landlord, and according to plans and specifications approved in writing by Landlord, which consent and approval shall not be unreasonably withheld, conditioned or delayed. Except in the case of the Tenant Improvements which are the subject of the Initial Installation, Landlord, at its sole option, may, however, require as a condition to the granting of any such consent, that Tenant provide to Landlord, at Tenant’s sole cost and expense, including funds made available a lien and completion bond in an amount equal to one and one-half (1½) times any and all estimated costs of any intended improvements to the Premises, to insure Landlord against any liability for mechanics’ and materialmen’s liens and to insure completion of the work. Except in the TI Allowance account, make additions to and alterations case of the Tenant Improvements which are the subject of the Initial Installation, and construct additional Improvements and make substitutions and replacements for unless otherwise agreed in writing by the Improvements (“Alterations”)parties, provided that Tenant delivers a written statement identifying the Alterations being madeshall, when they are being made and their at its sole cost and certifying that (i) the Fair Market Value (as defined expense, obtain all necessary permits and governmental inspections and approvals required in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such connection with any Alterations. All Alterations shall be completed installed at Tenant’s sole expense (except as expressly set forth in this Lease), in compliance with all applicable laws (including, but not limited to, The American With Disabilities Act, and any state or local building, fire or safety codes, ordinances or regulations), the Rules and Regulations and the CC&R’s, by Landlord’s contractor unless otherwise agreed by the parties. All Alterations shall be done in a good and workmanlike mannermanner conforming in quality and design with the Premises existing as of the Commencement Date, free and shall not diminish the value of Liens the Project. All Alterations made by Tenant shall be and in compliance with all applicable Legal Requirements become the property of Landlord upon installation and shall not be deemed Tenant’s Personal Property. Notwithstanding any other provisions of this Lease, Tenant shall be solely responsible for the maintenance and repair of any and all insurance policies required Alterations made by it to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlordgive Landlord written notice of Tenant’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for intention to perform any Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within on the Premises at least twenty (20) days after Landlord's receipt prior to the commencement of from Tenant such Alterations to enable Landlord to post and record an appropriate Notice of plans and specifications and Non-responsibility or other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt notice deemed proper before the commencement of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. 18.1 Tenant shall make no alterations, additions or improvements in or to the Premises or engage in any construction, demolition, reconstruction, renovation, or other work (awhether major or minor) Tenant mayof any kind in, at its expenseat, including funds made available in or serving the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements Premises (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since prior written approval, which approval Landlord shall not unreasonably withhold, condition or delay; provided, however, that in the last instance event any proposed Alteration adversely affects (a) any structural portions of the Building, including exterior walls, roof, foundation or core of the Building, (b) the exterior of the Building or (c) any Building systems, including elevator, plumbing, air conditioning, heating, electrical, security, life safety and power, then Landlord may withhold its approval with respect thereto in its sole and absolute discretion. Tenant shall, in making any such Alterations, use only those architects, contractors, suppliers and mechanics of which Landlord provided has given prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentapproval, which consent approval shall not be unreasonably withheld, conditioned or delayed. In seeking Landlord’s consent approval, Tenant shall provide Landlord, at least fourteen (14) days in advance of any proposed construction, with plans, specifications, bid proposals, work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall not be required for to seek Landlord’s prior consent to cosmetic Alterations in the Premises that cost less than $50,000 in any one instance; provided, however, that in the event any proposed Alteration adversely affects (a) any structural portions of a merely cosmetic nature. If the Building, including exterior walls, roof, foundation or core of the Building, (b) the exterior of the Building or (c) any Building systems, including elevator, plumbing, air conditioning, heating, electrical, security, life safety and power, then Tenant must obtain Landlord's consent is required under this Section 10 ’s approval, and Landlord has may withhold such approval in its sole and absolute discretion. 18.2 Tenant shall not provided construct or permit to be constructed partitions or other obstructions that might interfere with free access to mechanical installation or service facilities of the Building, or interfere with the moving of Landlord’s equipment to or from the enclosures containing such installations or facilities, without first obtaining Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed. 18.3 Tenant shall accomplish any work performed on the Premises or the Building in such a manner as to permit any fire sprinkler system and fire water supply lines to remain fully operable at all times. 18.4 Any work performed on the Premises or the Building by Tenant or Tenant’s contractors shall be done at such times and in such manner as Landlord may from time to time reasonably designate. Tenant covenants and agrees that all work done by Tenant or Tenant’s contractors shall be performed in full compliance with Landlord's approval or disapproval within twenty Applicable Laws. Within thirty (2030) days after Landlord's receipt completion of from Tenant of plans and specifications and other reasonable information requested from Landlordany Alterations, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestif applicable, Tenant shall provide Landlord with copies complete “as-built” drawing print sets and electronic CADD files on disc (or files in such other current format in common use as Landlord reasonably approves or requires) showing any changes in the Premises. Within sixty (60) days of the plans Term Commencement Date, Landlord shall provide Tenant with complete “as-built” drawing print sets and specificationselectronic CADD files on disc (or files in such other current format in common use as Landlord reasonably approves or requires) for the Building, if available and agrees to provide Tenant with updates to the same to the extent necessary for any such Tenant to efficiently provide Landlord with the deliverables required by the prior sentence. 18.5 All Tenant Improvements, Alterations, attached equipment, decorations, fixtures, trade fixtures, additions and alterations. Before making any Alterationsimprovements, Tenant shall obtainsubject to Sections 18.8 and 20.3, at its sole costattached to or built into the Premises, including being entitled to use funds available in made by either of the TI Allowance accountParties, including, without limitation, all necessary permits floor and approvals required wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, built-in laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits (collectively, “Attached Property”), shall (unless, prior to perform such construction or installation, Landlord elects otherwise in writing) become the proposed Alteration. All such Alterations shall be and remain part property of Landlord upon the expiration or earlier termination of the realty Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall at all times remain the property of Landlord and shall be subject surrendered to Landlord upon the expiration or earlier termination of this Lease. Landlord agrees Notwithstanding the foregoing, upon termination of this Lease, Tenant shall have the right to execute such utility easementsremove any equipment, building permit applicationslaboratory/research equipment, zoning changes decorations, trade fixtures and other similar governmental applications as personal property from the Premises that was paid for entirely by Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord that is not indemnified for hereunder affixed to the Building or change the nature Property in a manner that removal of the Premises when compared same would require substantial alteration (for example, trade fixtures that are merely bolted to Comparable Buildings. the Building would not require substantial alteration to remove; but an item such as an installed walk-in freezer would require substantial alterations to remove) (“Tenant’s Personal Property”); provided, however, Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing repair any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises associated with such removal. 18.6 Before commencing any work, Tenant shall give Landlord at least fourteen (“Tenant’s Trade Property”14) days’ prior written notice of the proposed commencement of such work and may remove the same at any time during the Term of this Lease. Landlord agreesshall, within ten (10) Business Days of Tenant’s request and if required by Landlord, secure, at Tenant’s own cost and expense, a completion and lien indemnity bond satisfactory to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Landlord for said work. 18.7 Tenant shall promptly repair any damage to the Premises caused by its Tenant’s removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 18.8 If Tenant shall fail to remove any of its property from the Premises prior to termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store said effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of said personal property. 18.9 Notwithstanding any other provision of this Article 18 to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including, without limitation, the Tenant Improvements made pursuant to the Work Letter without Landlord’s Trade Propertyprior written consent, which consent Landlord may withhold in its sole and absolute discretion. 18.10 Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant or its contractors, or by reason of delays caused by such work, or by reason of inadequate clean-up. 18.11 Within sixty (60) days after final completion of the Tenant Improvements (or any other Alterations performed by Tenant with respect to the Premises), Tenant shall pay to Landlord an amount equal to four percent (4%) of the cost to Tenant of all Alterations installed by Tenant or its contractors or agents to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision thereof (the “Alteration Fee”); provided, however, that no Alteration Fee shall be payable for any Alterations which do not require any plan review, coordination, scheduling or supervision; and provided, further, that the parties agree that the Alteration Fee shall not apply to the Tenant Improvements since Landlord will receive the Construction Management Fee as described in the Work Letter. For purposes of payment of such sum, Tenant shall submit to Landlord copies of all bills, invoices and statements covering the costs of such charges, accompanied by payment to Landlord of the fee set forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant or its contractors, or by reason of delays caused by such work, or by reason of inadequate clean-up. 18.12 Tenant shall require its contractors and subcontractors performing work on the Premises to name Landlord and its affiliates and lenders (so long as Landlord notifies Tenant in writing of the identity of the same) as additional insureds on their respective insurance policies.

Alterations. A. Tenant shall not make or allow to be made (aexcept as otherwise provided in this Lease Agreement) Tenant may, at its expense, any alterations or physical additions (including funds made available fixtures) in or to the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements Leased Premises (which for the Improvements (“Alterations”purposes hereof includes the placement of safes, vaults and other heavy furniture or equipment), provided that Tenant delivers a without first obtaining the written statement identifying the Alterations being madeconsent of Landlord; provided, when they are being made and their cost and certifying that however, Landlord’s consent to (i) any alterations or physical additions (including fixtures) to the Fair Market Value (as defined in Section 2Leased Premises which do not affect the HVAC, above) plumbing, electrical or mechanical systems or structural elements of the Leased Premises or the Building or (ii) the placement of safes, vaults or other heavy furniture or equipment within the Leased Premises, shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvementsunreasonably withheld, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems conditioned or structural integrity of the Premisesdelayed. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)In addition, Tenant shall have not be permitted to take x-rays or core drill or penetrate the floor of the Leased Premises or any other floor of the Building without first obtained obtaining the Landlord’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. However, notwithstanding the foregoing, Landlord acknowledges and agrees that Tenant may drill into the floor slab for plumbing associated with drainage, the location and scheduling thereof to be consented to by Landlord’s , which consent shall not be required unreasonably withheld, conditioned or delayed. The cost of any consultant or engineer hired by Landlord in connection with such work undertaken by Tenant shall be paid for Alterations by Tenant as additional rent hereunder. Tenant shall submit requests for consent to make alterations or physical additions together with copies of the plans and specifications for such alterations. Subsequent to obtaining Landlord’s consent and prior to commencement of construction of the alterations or physical additions, Tenant shall deliver to Landlord the building permit, a copy of the executed construction contract covering the alterations and physical additions and evidence of contractor’s and subcontractor’s insurance, such insurance being with such companies, for such periods and in such amounts as Landlord may reasonably require, naming the Landlord Parties (as defined on Exhibit I) as additional insureds. Tenant shall pay to Landlord upon demand a review fee in the amount of Landlord’s actual costs incurred to compensate Landlord for the cost of review and approval of the plans and specifications and for additional administrative costs incurred in monitoring the construction of the alterations, all such charges to Tenant to be reasonable. Tenant shall deliver to Landlord a copy of the “as-built” plans and specifications for all alterations or physical additions so made in or to the Leased Premises, and shall reimburse Landlord for the cost incurred by Landlord to update its current architectural plans for the Building. B. Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties from and against all costs (including reasonable attorneys’ fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Leased Premises, including but not limited to any mechanics’ or materialmen’s liens asserted in connection therewith. C. Tenant shall not be deemed to be the agent or representative of Landlord in making any such alterations, physical additions or improvements to the Leased Premises, and shall have no right, power or authority to encumber any interest in the Complex in connection therewith other than Tenant’s leasehold estate under this Lease Agreement. However, should any mechanics’ or other liens be filed against any portion of the Complex or any interest therein (other than Tenant’s leasehold estate hereunder) by reason of Tenant’s acts or omissions or because of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided claim against Tenant with Landlord's approval or disapproval its contractors, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) days after notice by Landlord's receipt of from . If Tenant of plans and specifications and other reasonable information requested from Landlordshall fail to cancel or discharge said lien or liens, and such within said twenty (20) day period, which failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will shall be deemed to have approved be an Event of Default hereunder without the request. Upon Landlord’s requestnecessity of any further notice, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtainmay, at its sole costoption and in addition to any other remedy of Landlord hereunder, cancel or discharge the same and upon Landlord’s demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such lien or liens. D. Tenant shall cause all alterations, physical additions, and improvements (including being entitled to use funds available fixtures), constructed or installed in the TI Allowance accountLeased Premises by or on behalf of Tenant to comply with all applicable governmental codes, ordinances, rules, regulations and laws. Tenant acknowledges and agrees that neither Landlord’s review and approval of Tenant’s plans and specifications nor its observation or supervision of the construction or installation thereof shall constitute any warranty or agreement by Landlord that same comply with such codes, ordinances, rules, regulations and laws or release Tenant from its obligations under this Section 10.D. E. Tenant shall be wholly responsible for any accommodations or alterations that are required by applicable governmental codes, ordinances, rules, regulations and laws to be made to the Leased Premises to accommodate disabled employees and customers of Tenant, including, without limitation, compliance with the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.) and the Texas Architectural Barriers Act (Texas Government Code, Chapter 469) (collectively, the “Accommodation Laws”) to the extent interpreted and enforced from time to time, as well as all applicable regulatory requirements promulgated by the Centers for Medicare and Medicaid Services (“CMS”), the State of Texas, Occupational Safety and Health Administration and the administrative regulations promulgated thereunder and all other federal, state and local statutory and regulatory requirements and building codes, including, without limitation, state hospital licensing standards and CMS certification regulations (collectively, the “Healthcare Laws”). Except to the extent provided below, Landlord shall be responsible for making all accommodations and alterations to the Common Areas of the Building necessary permits to comply with the Accommodation Laws and approvals any other federal, state and local statutory and regulatory requirements and building codes. Notwithstanding the foregoing, Landlord may perform, at Tenant’s sole cost and expense, any accommodations or alterations that are required by the Accommodation Laws and/or Healthcare Laws or that are required by any governmental official acting pursuant to perform the Accommodation Laws and/or Healthcare Laws to any area outside of the Leased Premises which are triggered by any alterations or additions to the Leased Premises or by the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature use of the Premises when compared to Comparable Buildings. as described in Section 3 and Tenant shall reimburse, upon reimburse Landlord for such cost and expense within thirty (30) days of demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) A. Tenant mayshall not make any alterations, at its expense, including funds made available in the TI Allowance account, make additions or improvements to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements any Site or any portion thereof (“Alterations”), provided that Tenant delivers a written statement identifying ) without first obtaining the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, of Landlord which consent shall not be unreasonably withheld. , conditioned or delayed; provided, however, that so long as no Event of Default has occurred and is continuing, Landlord’s prior written consent shall not be required 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 to a Site that: (i) are not structural additions or structural alterations to such Site; (ii) will not change the essential nature of any Building as a restaurant and gift shop or ancillary uses; (iii) will not materially and adversely affect the structural elements or roof of any Building, the proper functioning of a merely cosmetic natureBuilding’s systems nor the impair the value of such Building; and (iv) do not exceed the cost of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for any Site on an annual basis. If Landlord's consent is required under this Section 10 and In seeking approval from Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlordany Alterations, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestif required, Tenant shall provide Landlord with copies (1) full and complete set of drawings and plans for the plans proposed Alterations prepared by a licensed architect or engineer; and specifications, if available for any such additions and alterations(2) notice of whether the Alteration will involve or affect Hazardous Materials. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled not have the right to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, seek any zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite variances in connection with any such addition and/or alterationAlterations without Landlord’s approval, provided that Landlord’s consent to a variance in connection with any Alterations shall not be unreasonably withheld provided such utility easements, building permit applications, zoning changes and other similar governmental applications do variance does not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the essential nature of the Premises when compared to Comparable Buildingsany Building. Tenant shall reimburse, reimburse Landlord upon demand, all demand for any reasonable third party out-of-pocket costs, including, without limitation, attorney’s fees and costs reasonably incurred engineering advisor’s fees, related to Landlord’s review of any Alterations request by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant AlterationsTenant. B. All Alterations shall be constructed by Tenant, without expense to Landlord, in a good, first-class, professional and workmanlike manner so as not to void or make voidable any roof or other warranties, employing materials of first-class quality free of material defects, and in compliance with all Law, all applicable Encumbrances and all regulations and orders, rules and regulations of the Board of Fire Insurance Underwriters or any other body exercising similar functions, and in compliance with the terms and conditions of this Lease. C. Prior to the commencement of construction of any Alteration that required Landlord’s consent hereunder, Tenant shall deliver to Landlord certificates evidencing the existence of (a) workmen’s compensation insurance with coverage limits not less than statutory limits covering all persons employed for such work; (b) Notwithstanding a completed operations endorsement to the foregoing paragraphcommercial general liability insurance policy referred to Section 15.B; (c) reasonable comprehensive general liability and property damage insurance naming Landlord, its designees and Tenant as additional insureds, with coverage of at least $1,000,000 single-limit or such greater amount as may be reasonably requested by Landlord; and (d) builders all risk insurance on a completed value basis (or its equivalent) covering all physical loss, in an amount no less than the full replacement value of the Alterations in question. D. Promptly upon the completion of construction of any Alteration that is permanently affixed to the Premises and alters the existing footprint or elevation of a Building, Tenant may place shall deliver to Landlord one complete set of “as built” drawings thereof (and if the Alterations involve any change to the footprint of the applicable Building or the erection of a new building, an ALTA survey for the applicable Site certified to Landlord and any Landlord Mortgagee), proof of payment for all labor and materials, and if and to the extent commercially obtainable, copies of guarantees, if any, from all major contractors in favor of Landlord and Tenant (jointly and separately) against defects and deficiencies in materials and workmanship, and requiring the correction of the same upon demand of Landlord and Tenant at the expense of such contractor. E. All Alterations, whether temporary or permanent in character, made in or upon the Premises either by Landlord or Tenant (other than Tenant’s Personal Property installed or placed on the Premises by or on behalf of Tenant) shall be Landlord’s property, and will remain with the Premises without compensation to Tenant. Notwithstanding the foregoing, in the case of any inventoryAlteration requiring Landlord’s prior written approval, fixturesLandlord may condition such approval on Tenant’s agreement to remove all or a portion of such Alteration at the end of the Term. Landlord shall provide Tenant with notice, machineryof Tenant’s obligation to remove any such Alteration at the end of the Term upon Landlord’s review of such Alteration. If Landlord does not notify Tenant that Tenant is obligated to remove such Alteration, equipment or other improvements which can such Alteration may be removed without structural damage to the Premises (“at Tenant’s Trade Property”) and may remove option. Upon the same at any time during the Term expiration or sooner termination of this Lease, all Alterations on the Premises required by Landlord to be removed as aforesaid, or any part or parts thereof so designated by Landlord, shall be removed from the Premises by Tenant and the Premises restored to the same or better condition than existed immediately prior to the construction of the Alteration, reasonable wear and tear, and damage from fire or other casualty excepted. Landlord agreesNotwithstanding Section 4.B, within ten it shall not be an Event of Default if Tenant reduces or ceases operation (10only to the extent reasonably necessary) Business Days during the construction of Tenant’s request any Alterations made in accordance with the terms and at Tenant’s expenseprovisions of this Lease, to execute a waiver so long as such reduction or subordination ceasing of its statutory or contractual landlord’s lien operations does not continue for more than ninety (90) consecutive days in the aggregate with respect to any holder of a valid security interest in any of Tenant’s Trade Property or such Alteration, subject to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade PropertyForce Majeure Delays.

Alterations. (a) Tenant may6.1 Except for those, at its expenseif any, including funds made available specifically provided for in the TI Allowance account, make additions Exhibit B to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)this Lease, Tenant shall have first obtained not make or suffer to be made any alterations, additions, or improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by Article 7, without the prior written consent of Landlord’s written . When applying for such consent, which consent shall not be unreasonably withheldTenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Landlord’s consent shall not be required for Alterations unreasonably withheld with respect to alterations which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modification of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) in aggregate do not cost more than $5.00 per rentable square foot of that portion of the Premises affected by the alterations in question. 6.2 In the event Landlord consents to the making of any such alteration, addition or improvement by Tenant, the same shall be made by using either Landlord’s contractor or a merely cosmetic naturecontractor reasonably approved by Landlord, in either event at Tenant’s sole cost and expense. If Tenant shall employ any contractor other than Landlord's consent is required under this Section 10 ’s contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and hold Landlord has harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours, terms or conditions of the employment of any such labor. In any event Landlord may charge Tenant a construction management fee not provided Tenant to exceed five percent (5%) of the cost of such work to cover its overhead as it relates to such proposed work, plus third-party costs actually incurred by Landlord in connection with Landlord's approval or disapproval within twenty the proposed work and the design thereof, with all such amounts being due five (205) days after Landlord's receipt of from ’s demand. 6.3 All alterations, additions or improvements proposed by Tenant of plans shall be constructed in accordance with all government laws, ordinances, rules and specifications and other reasonable information requested from Landlordregulations, using Building standard materials where applicable, and Tenant shall, prior to construction, provide the additional insurance required under Article 11 in such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenantcase, and also all such assurances to Landlord will be deemed as Landlord shall reasonably require to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies assure payment of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole costcosts thereof, including being entitled but not limited to, notices of non-responsibility, waivers of lien, surety company performance bonds and funded construction escrows and to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty protect Landlord and the property of Landlord Building and shall be subject to this Lease. Landlord agrees to execute such utility easementsappurtenant land against any loss from any mechanic’s, building permit applications, zoning changes and materialmen’s or other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingsliens. Tenant shall reimbursepay in addition to any sums due pursuant to Article 4, upon demandany increase in real estate taxes attributable to any such alteration, all out-of-pocket fees and costs addition or improvement for so long, during the Term, as such increase is ascertainable; at Landlord’s election said sums shall be paid in the same way as sums due under Article 4. Landlord may, as a condition to its consent to any particular alterations or improvements, require Tenant to deposit with Landlord the amount reasonably incurred estimated by Landlord as sufficient to cover the cost of removing such alterations or improvements and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding restoring the foregoing paragraphPremises, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyextent required under Section 26.2.

Alterations. Tenant shall make no alterations, additions or improvements to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar (a$1.00) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations per square foot of the Improvements improved portions of the Premises (excluding warehouse square footage) and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that do not (i) affect the Fair Market Value (as defined in Section 2, above) exterior of the Premises shall not Building or outside areas (or be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvementsvisible from adjoining sites), or (ii) such Alterations shall affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be completed in covered by a good lien and workmanlike completion bond satisfactory to Landlord and requirements as to the manner, free time, and contractor for performance of Liens the work. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable Legal Requirements laws, regulations and ordinances, all insurance policies required to be maintained by Tenant hereundercovenants, conditions and restrictions affecting the Project, and the Rules and Regulations (iiihereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the work. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such Alterations will not adversely affect improvements to the building systems or structural integrity of Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required Any request for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available otherwise agrees in the TI Allowance accountwriting, all necessary permits alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and approvals required to perform the proposed Alteration. All such Alterations furniture) shall be and remain part of the realty and become the property of Landlord and shall be subject surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing or any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraphalterations, Tenant may place upon the Premises any inventorydecorations, fixtures, machineryadditions, equipment improvements and the like installed either by Tenant or other improvements which can be removed without structural damage to the Premises (“by Landlord at Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s 's request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of arising from that removal. Except as otherwise provided in this Lease or in any of Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises for Tenant’s Trade Property, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or to the Premises or any part thereof (a) including, without limitation, any initial improvements that may be constructed by Tenant may, at its expense, including funds made available in the TI Allowance accountPremises prior to first commencing business operations in the Premises), make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements or attach any fixtures or equipment thereto (collectively, “Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s prior written consent, which such consent shall not to be unreasonably withheld. Landlord’s consent shall not be required for Alterations The distribution of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved electrical outlets throughout the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available open space in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade PropertyInitial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and may remove it will not affect in any way the same structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any time during systems, components or elements of the Term Building, shall be in a form sufficient to secure the approval of this Leaseall government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord agrees, shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) Business Days business days of TenantLandlord’s request receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and at Tenant’s expensespecifications. Landlord may also require, as a condition to execute a waiver or subordination of its statutory or contractual landlord’s lien consent to any holder of Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided Certified Access Specialist (CASp), and that following the holder completion of such security interestAlterations, or such lessor, agrees in writing to repair any damage which may be done to architect shall certify the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage meeting all applicable construction-related accessibility standards pursuant to the Premises caused by its removal of any of Tenant’s Trade PropertyCalifornia Civil Code section 55.

Alterations. Tenant shall not make alterations, repairs, additions or improvements or install any Cable (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions collectively referred to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (as “Alterations”), provided that Tenant delivers a written statement identifying ) without first obtaining the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentof Landlord in each instance, which consent shall not be unreasonably withheldwithheld or delayed. However, Landlord’s consent shall not be required for Alterations any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a merely cosmetic naturenature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building (defined in Section 5); (d) does not require work to be performed inside the walls or above the ceiling of the Premises; (e) will not create excessive noise or result in the dispersal of odors or debris (including dust or airborne particulate matter); (f) costs less than $35,000.00; and (g) does not require the issuance of a construction permit. If Landlord's consent is required under Cosmetic Alterations shall be subject to all the other provisions of this Section 10 and 9.03. Prior to starting any work, Tenant shall furnish Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of detailed plans and specifications (which shall be in CAD format if requested by Landlord) prepared by a duly licensed architect or engineer; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building, Building Systems and other reasonable information requested from vertical Cable, as may be described more fully below); required permits and approvals; evidence of contractor’s and subcontractor’s insurance in form and amounts reasonably required by Landlord; and any security for performance in amounts reasonably required by Landlord. Landlord may designate specific contractors with respect to oversight, installation, repair, connection to, and removal of vertical Cable. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Cable. All changes to plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord, and such failure continues for ten (10) days after Tenant shall ensure that no Alteration impairs any Building system or Landlord's receipt of written a second request from Tenant, Landlord will ’s ability to perform its obligations hereunder. Landlord’s consent shall be deemed to have approved been reasonably withheld if the requestproposed Alterations could (a) affect any structural component of the Building; (b) be visible from or otherwise affect any portion of the Building other than the interior of the Premises; (c) affect the Base Building or any Building Systems; (d) result in Landlord being required under any Laws to perform any work that Landlord could otherwise avoid or defer; (e) result in an increase in the demand for utilities or services that Landlord is required to provide (whether to Tenant or to any other tenant in the Building); (f) cause an increase in any Insurance Expenses; (g) result in the disturbance or exposure of, or damage to, any ACM or other Hazardous Material (defined below); or (h) violate or result in a violation of any Law, Rule or requirement under this Lease. Upon LandlordTenant shall reimburse Landlord for any sums paid by Landlord for third party examination of Tenant’s requestplans for non-Cosmetic Alterations. In addition, Tenant shall provide pay Landlord with copies a fee for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to ten percent (10%) of the plans and specifications, if available for cost of the Alterations. Landlord may require a deposit of its estimated fees in advance of performing any review. Neither the payment of any such additions and alterations. Before making fees or costs, nor the monitoring, administration or control by Landlord of any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in contractor or any part of the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and deemed to constitute any express or implied warranty or representation that any Alteration was properly designed or constructed, nor shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with it create any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is Landlord. Landlord’s approval of an Alteration shall not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred be deemed a representation by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.Alteration complies with

Alterations. Tenant shall not make any alterations, improvements, or changes (collectively the “Changes”) of any kind to the Premises, other than (so long as (x) such Changes do not require the issuance of permits, do not impact the structure of the Building (the “Building’s Structure”) or the heating, air conditioning and ventilating, mechanical, electrical and plumbing systems, controlled access system (if any), sprinkler system and fire/life safety system systems of the Building (the “Building’s Systems”) and (y) Tenant provides Landlord with reasonable advance notice of such Changes) (A) adding or changing furniture, equipment and other Tenant personal property within the Premises, (B) installing decorations within the Premises, and (C) cosmetic changes to the interior of the Premises such as repainting and recarpeting), without securing the prior written consent of Landlord, in the reasonable exercise of its discretion and in accordance with the procedure outlined below; however, Landlord may withhold its consent to any Changes that would (a) Tenant may, at its expense, including funds made available adversely affect (in the TI Allowance accountsole discretion of Landlord) the Building’s Structure or the Building’s Systems (including restrooms or mechanical rooms), make additions or (b) adversely affect (in the reasonable discretion of Landlord) (1) the provision of services to and alterations other occupants of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements Property, (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i2) the Fair Market Value (as defined in Section 2, above) exterior appearance of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce Building, or (3) the square footage appearance of the ImprovementsProperty’s common areas or elevator lobby areas. All Changes, (ii) such Alterations as well as the work described in the preceding sentence, shall be completed in a good prompt and workmanlike manner, free shall not materially alter or impair the character or use of Liens and the Building or the Premises, and, only in compliance with all applicable Legal Requirements and all insurance policies required the event that other tenants lease space in the Building from landlord, shall be conducted by parties exercising commercially reasonably efforts to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect minimize disturbance to any other tenants in the building systems or structural integrity Building during Normal Business Hours. In making any permitted Changes as well as in its use of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtainshall, at its sole costexpense, including being entitled fully comply with the declarations and restrictions that apply to use funds available in the TI Allowance accountProperty, all necessary applicable federal, state, and local laws, ordinances, and regulations (including the acquisition of permits and approvals required to perform the proposed Alteration. All such Alterations shall be payment of fees), as well as any requirements imposed by Landlord’s insurer of which Tenant has notice and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, save Landlord harmless for and on account of all out-of-pocket fees charges and costs reasonably damages incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of any such Changes made by or on behalf of Tenant. Tenant shall, at its sole expense, promptly comply with any notice from any federal, state, or local authorities, relating to the Premises or the Building, which is served upon it or upon Landlord, where caused either by Tenant’s use of the Premises or by any Changes made by Tenant. Tenant shall discharge or bond off any liens arising from any Changes made or other work done within the Premises by Tenant or under a removal of any contract to which Tenant is a party within thirty (30) days of Tenant’s Trade Property. Tenant shall promptly repair any damage to notice of the Premises caused by its removal of any of Tenant’s Trade Propertyfiling thereof.

Alterations. (a) Tenant may, at its expense, including funds made available The following provisions regarding alterations shall supplement and be in addition to the TI Allowance account, make additions to and alterations provisions of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that Prime Lease regarding alterations: (i) the Fair Market Value (as defined in Section 2, above) of the Premises SUBLESSEE'S ALTERATIONS. Sublessee shall not be lessened thereby make any alterations, additions or other physical changes in or about the Subleased Premises, or other alterations to prepare the Subleased Premises for its use (collectively, "ALTERATIONS"), other than decorative Alterations such as painting, wall coverings and floor coverings (collectively, "DECORATIVE ALTERATIONS"), without Sublessor's (and if required by the Prime Lease, Landlord's) prior consent, which may be withheld in a deminimus manner and Sublessor's and/or Landlord's sole discretion. Sublessor will not unreasonably withhold its consent to Alterations so long as such Alterations will (i) are non-structural and do not permanently reduce affect the square footage of the Improvementsbuilding systems, (ii) are performed by contractors approved by Sublessor and/or Landlord to perform such Alterations shall be completed Alterations, (iii) affect only the Subleased Premises and are not visible from outside of the Subleased Premises or the Building, (iv) do not affect the certificate of occupancy issued for the Building or the Subleased Premises, (v) are consistent with the design, construction and equipment of the Building, (vi) do not adversely affect any service furnished by Landlord or Sublessor in a good and workmanlike mannerconnection with the operation of the Building, free of Liens and (vii) are in compliance with all applicable Legal Requirements the terms of the Prime Lease and (viii) are consented to by Landlord pursuant to the terms of the Prime Lease. Notwithstanding anything to the contrary herein, all alterations by Sublessee shall be architecturally similar to the existing improvements in the building in Sublessor's reasonable judgment and all insurance policies required to construction materials and laboratory furnishings shall be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems of equal or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other greater quality than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available currently existing in the TI Allowance account, all necessary permits Building and approvals required to perform the proposed Alteration. All such Alterations any fume hoods and biosafety cabinets installed by Sublessee shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove from the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertymanufacturer.

Alterations. Tenant shall not make any alterations, improvements, additions, installations, or changes of any nature in or to the Premises (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations any of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (preceding, “Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that ) unless (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained obtains Landlord’s written consent, provided, however, that minor, interior cosmetic alterations such as painting, wall papering, carpeting or hanging pictures or moving furniture and temporary partitions or cubicldes (the aggregate cost of which consent shall will not exceed $50,000.00, and which alteration will not be unreasonably withheld. visible from outside the Premises or affect any structural components of the Project) does not require Landlord’s consent shall not approval so long as Tenant notifies Landlord in writing of the nature and extent of such alteration at least 15 business days before commencing such alteration); (ii) Tenant complies with all conditions which may be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from imposed by Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed including but not limited to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies selection of specific contractors or construction techniques and the requirements of the plans attached Exhibit “C”; and specifications(iii) Tenant pays to Landlord the reasonable costs and expenses of Landlord for architectural, if available for engineering, or other consultants which reasonably may be incurred by Landlord in determining whether to approve any such additions and alterationsAlterations. Before At least 30 days prior to making any Alterations, Tenant shall obtainsubmit to Landlord, in written form, proposed detailed plans of such Alterations. Tenant shall, prior to the commencement of any Alterations, at Tenant’s sole cost, (i) acquire (and deliver to Landlord a copy of) any required permit from the appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant’s sole cost, in a prompt and expeditious manner), (ii) provide Landlord with ten days’ prior written notice of the date the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any of Tenant’s employees installing or involved with such Alterations (which insurance Tenant shall maintain on an occurrence basis in force until completion of the Alterations). All Alterations shall upon installation become the property of Landlord and shall remain on and be surrendered with the Premises on the Expiration Date, except that Landlord may, at its election, require Tenant to remove any or all of the Alterations, by so notifying Tenant in writing on or about the Expiration Date, in which event, Tenant shall, at its sole cost, including being entitled on or before the Expiration Date or within five days of Landlord’s request, if after the Expiration Date, repair and restore the Premises to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature condition of the Premises when compared prior to Comparable Buildingsthe installation of the Alterations which are to be removed. Tenant shall reimbursepay all costs for Alterations and other construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanics’ and materialmen’s liens resulting from or relating to any Alterations or other construction. Tenant may, upon demandat its election, all out-of-pocket contest the correctness or validity of any such lien provided that (a) immediately on demand by Landlord, Tenant procures and records a lien release bond, issued by a corporation satisfactory to Landlord and authorized to issue surety bonds in California, in an amount equal to 150 percent of the amount of the claim of lien, which bond meets the requirements of California Civil Code Section 3143 or any successor statute, and (b) Landlord may, at its election, require Tenant to pay Landlord’s attorneys’ fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterationsparticipating in such an action. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. The Tenant shall not make any Alterations without complying with the following provisions: (a) The Tenant may, at its expense, including funds made available in may make Alterations to the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Demised Premises shall not be lessened thereby other than in a deminimus manner Structural Alterations and such Major Alterations will not permanently reduce without the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance prior consent, but with prior Notice to Landlord as to any Alterations costing in which Landlord provided written consent to Alterations, exceeds excess of Two Million Dollars ($2,000,000). The Landlord agrees that, Tenant to the extent that any proposed Structural Alterations or Material Alterations are described on Schedule “F” hereto, the Landlord hereby consents thereto. Structural Alterations and Major Alterations shall have first obtained require the Landlord’s written prior consent, which consent shall not be unreasonably withheld. , delayed or conditioned unless such Structural Alterations or Major Alterations when completed may, in the Landlord’s opinion, acting reasonably and in good faith, reduce the value or impair the use of the Demised Premises in which case the Landlord’s consent shall not may be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterationsarbitrarily withheld. (b) Notwithstanding With its request for the foregoing paragraphLandlord’s consent to any Structural Alterations or Major Alterations, the Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage shall submit to the Premises (“Tenant’s Trade Property”) Landlord details of the proposed Alterations including plans and may remove specifications where applicable prepared by a qualified Architect, the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder estimated costs of such security interest, Structural or Major Alterations and such lessor, agrees Alterations shall be completed materially in accordance with such plans and specifications once approved in writing to repair any damage which may be done by the Landlord. (c) Unless expressly authorized in writing by the Landlord to the Premises as a result contrary, all Structural Alterations shall be conducted under the supervision of a removal an Architect retained by the Tenant and approved by the Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The name of any of Tenant’s Trade Property. Tenant the supervising Architect shall promptly repair any damage to be included with the Premises caused by its removal of any of Tenant’s Trade Propertyrequest set out in Section 7.1(b) above.

Alterations. (a) Tenant mayshall not make alterations, at its expense, including funds made available in additions or improvements to the TI Allowance account, make additions to and alterations Premises or other portions of the Improvements and construct additional Improvements and make substitutions and replacements Property after the Commencement Date which are not part of the initial Tenant’s Work provided for the Improvements herein (collectively referred to as “Alterations”), provided that Tenant delivers a written statement identifying ) without first obtaining the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentof Landlord in each instance, which consent shall not be unreasonably withheldwithheld or delayed. If Landlord does not respond to Tenant’s request for consent within ten (10) business days, Landlord shall be deemed to have granted its consent. However, Landlord’s consent shall not be required for Alterations any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a merely cosmetic naturenature such as painting, wallpapering, hanging pictures and Installing carpeting; (2) is not visible from the exterior of the Premises or Property; (3) will not affect the systems or structure of the Property; and (4) does not require work to be performed inside the walls or above the ceiling of the Premises (other than installation of telephone, computer, data transmission, internet and other telecommunications cables and wires). If Landlord's However, even though consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt required, the performance of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Cosmetic Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to all the other provisions of this LeaseSection 9.3. Prior to starting work, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord: names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Property systems); necessary permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord. Material changes to the plans and specifications must also be submitted to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Premises. Landlord agrees may designate reasonable rules, regulations and procedures for the performance of work, in the Premises and, to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may the extent reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on to avoid disruption to the part of Landlord for which Landlord is not indemnified for hereunder or change the nature occupants of the Premises Building, shall have the right to designate the time when compared to Comparable BuildingsAlterations may be performed. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred reimburse Landlord within thirty (30) days after receipt of an invoice for reasonable sums paid by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days third party examination of Tenant’s request and at plans for non-Cosmetic Alterations, provided that no such reimbursement shall be due with respect to Tenant’s expenseinitial Alterations in the Premises. Upon completion, to execute a waiver or subordination Tenant shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and final waivers of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Propertyand receipted bills covering all labor and materials. Tenant shall promptly repair any damage to assure that the Premises caused Alterations comply with all insurance requirements and Laws. Landlord’s approval of an Alteration shall not be a representation by its removal of any of Landlord that the Alteration complies with applicable Laws or will be adequate for Tenant’s Trade Property.use. CONOCO ▇▇▇▇▇▇▇▇, 1144 EASTLAKE LEASE PAGE 7 SEPTEMBER 12, 2003

Alterations. Tenant shall make no alterations, installations, changes or additions in or to the Premises or the Project (a) Tenant maycollectively, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s prior written consent, which consent shall not be unreasonably withheldwithheld or conditioned. However, for jobs expected to cost in excess of $500,000.00, Landlord may condition its consent on Tenant obtaining a lien and completion bond or some alternate form of security to ensure the lien free completion of such Alteration if such requirement is reasonably justified by the size of the job and Tenant’s then financial condition. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises and other modifications to the Premises that do not require a permit (collectively, “Cosmetic Alterations”), without Landlord’s consent consent, provided that the aggregate cost of any such alterations does not exceed $100,000.00 in any twelve (12) month period (except that such $100,000.00 limit shall not apply to painting or installation of new carpet), and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Project (including, without limitation, the sprinkler system), or (iii) affect the exterior appearance of the Project. Tenant shall give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, which notice shall be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Section 10 9(c). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics reasonably approved by Landlord in writing and upon the approval by Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt in writing of from Tenant of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and other reasonable information requested from Landlord, submitted by Tenant at its sole cost and such failure continues for expense. If Landlord fails to disapprove a proposed Alteration within ten (10) days after Landlord's receipt Tenant delivers a written request to approve the same together with plans and specifications as described above, Tenant may send Landlord written notice of written a second request from such failure and if Landlord still fails to respond within five (5) days after Tenant’s proper delivery of such notice, Landlord will such Alteration shall be deemed to have approved the requestby Landlord. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, cost and expense obtain all necessary approvals and permits and approvals required pertaining to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable BuildingsAlterations. Tenant shall reimbursecause all Alterations to be performed in a good and workmanlike manner, upon demandin conformance with all applicable federal, all out-of-pocket fees state, county and costs reasonably incurred by Landlord municipal laws, rules and its successors and assigns in connection with reviewing any request for consent regulations, pursuant to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest building permit, and in any of Tenantconformance with Landlord’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyreasonable construction rules and regulations.

Alterations. (a) Tenant mayshall make no alterations, at its expense, including funds made available in the TI Allowance account, make additions or improvements to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner (including, without limitation, roof and such Alterations will not permanently reduce wall penetrations) or any part thereof without obtaining the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentof Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord’s Landlord may impose as a condition to such consent shall not such requirements as Landlord may reasonably deem necessary, including, without limitation that: (a) Landlord be required for Alterations furnished with working drawings before work commences; (b) performance and labor and material payment bonds in form and amount and issued by a company satisfactory to Landlord be furnished; (c) Landlord approve the contractor by whom the work is to be performed; (d) adequate course of a merely cosmetic nature. If construction and general liability insurance be in place and Landlord be named as an additional insured under the contractor's liability and property insurance policies; and (e) Landlord's consent instructions relating to the manner in which the work is required to be performed and the times during which it is to be accomplished shall be complied with. Tenant shall pay to Landlord all costs incurred by Landlord for any architectural, engineering, supervisory or legal services in connection with any alterations, additions or improvements, including, without limitation, Landlord's review of the plans, specifications and budget for purposes of determining whether to consent. All such alterations, additions or improvements must be performed in a good and workmanlike manner in compliance with all laws, rules and regulations, including, without limitation, the Americans with Disabilities Act of 1990, and diligently prosecuted to completion. Tenant shall deliver to Landlord upon commencement of such work, a copy of the building permit with respect thereto, and a certificate of occupancy or other final inspection and approval from the applicable governmental authority having jurisdiction over the Premises and the Project, if applicable, immediately upon completion of the work. All such work shall be performed so as not to obstruct the access to the premises of any other tenant in the Building or Project. Should Tenant make any alterations, additions or improvements without Landlord's prior written consent, or without satisfaction of any of the conditions established by Landlord in conjunction with granting such consent, Landlord shall have the right, in addition to and without limitation of any right or remedy Landlord may have under this Section 10 Lease, at law or in equity, to require Tenant to remove all or some of the alterations, additions or improvements at Tenant's sole cost and restore the Premises to the same condition as existed prior to undertaking the alterations, additions or improvements, or if Tenant shall fail to do so, Landlord has not provided may cause such removal or restoration to be performed at Tenant's expense and the cost thereof shall be Additional Rent to be paid by Tenant with Landlordimmediately upon demand. Landlord shall have the right to require Tenant, at Tenant's approval expense, to remove any and all alterations, additions or disapproval within twenty (20) days after Landlord's receipt improvements and to restore the Premises to its prior condition upon the expiration or sooner termination of from this Lease. Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for shall notify Landlord in writing at least ten (10) days after Landlord's receipt prior to the commencement of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions work in or about the Premises, and alterations. Before making any Alterations, Tenant Landlord shall obtain, at its sole cost, including being entitled to use funds available in have the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same right at any time during the Term and from time to time to post and maintain notices of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver non-responsibility in or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to about the Premises as a result of a removal of any of Tenant’s Trade Propertypursuant to applicable laws. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property8.

Alterations. (a) Tenant mayExcept as otherwise allowed under this Lease, at its expenseincluding, including funds made available in without limitation, the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)Work Letter Agreement, Tenant shall have first obtained not make or suffer to be made any alterations, additions, or improvements in, on, or to the Premises or any part thereof without the prior written consent of Landlord’s written consent, which consent shall not be unreasonably withheld. , and no such alterations, additions or improvements shall be made without the supervision of Landlord’s consent designated agent or representative. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall not be required for Alterations made by Tenant, at Tenant's sole cost and expense, in accordance with all applicable laws, ordinances, and regulations and all requirements of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant Tenant's insurance policies. All work shall be performed in accordance with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from approved by Landlord, and such failure continues for ten (10) days after each contractor and subcontractor must first be approved in writing by Landlord, or, at Landlord's receipt of written option, the alteration, addition or improvement shall be made by Landlord for Tenant's account, and Tenant shall reimburse Landlord for the cost thereof upon demand. To the extent that Tenant requests that Landlord manage any construction services to the Premises, then Landlord may charge a second request from Tenant, Landlord will be deemed to have approved the request. Upon fee for any and all such construction supervision provided by Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary designated agents or requisite representatives in connection with any such addition and/or alterationalterations, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder additions or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage improvement to the Premises (“by Tenant. Such fee, at Landlord’s option, shall be either a fixed fee or a fee calculated an hourly basis considering the time expended by Landlord’s agents or representatives in supervising Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyconstruction.

Alterations. (a) Tenant may, at its expense, including funds made available may install tenant finishes in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements Demised ----------- Premises and make substitutions interior alterations, additional installations, modifications, substitutions, improvements and replacements for decorations (collectively, "Alterations") in and to the Improvements (“Alterations”)Demised Premises, provided that Tenant delivers a written statement identifying subject only to the Alterations being made, when they are being made and their cost and certifying that following conditions: (i) any Alterations shall be made at Tenant's sole cost and expense so that the Fair Market Value (as defined in Section 2, above) of the Demised Premises shall not at all times be lessened thereby other than in a deminimus manner free of liens for labor and such Alterations will not permanently reduce materials supplied to the square footage of the Improvements, Demised Premises; (ii) such without the prior written approval of Landlord, Tenant shall make no Alterations (x) which are structural in nature or adversely affect in any way the structure of the Demised Premises; or (y) which adversely affect or could render void or invalidate any Warranties under this Lease. In addition, without the prior written approval of Landlord, Tenant shall make no Alterations to any portion of the exterior or elevation of the Building. (iii) any Alterations shall be completed performed in a good and workmanlike manner, free of Liens manner and in compliance with all applicable Legal Requirements laws and requirements of governmental authorities having jurisdiction and applicable insurance requirements and shall not violate any term of any agreement or restriction to which the Demised Premises are subject; (iv) Tenant, at its sole cost and expense, shall cause its contractors to maintain builder's risk insurance and such other insurance (including, without limitation, workers compensation insurance) as is then customarily maintained for such work, all insurance policies required with insurers licensed by the State of California; (v) At least fifteen (15) days prior to be maintained by Tenant hereunder, and (iii) such Tenant's commencement of any Alterations will not adversely affect the building systems or structural integrity costing in excess of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two One Million Dollars ($2,000,0001,000,000.00), Tenant the plans and specifications therefor shall have first obtained be submitted to Landlord for Landlord’s written consent's review and approval, which consent approval shall not be unreasonably withheld. Landlord’s consent "withheld or delayed provided that the provisions of this subparagraph (v) shall not apply to initial tenant improvements needed to locate a subtenant in the Demised Premises; and (vi) To the extent not inconsistent with the requirement set forth above, Tenant shall not be required for Alterations of a merely cosmetic nature. If to obtain Landlord's consent to Alterations which are a subtenant's initial tenant improvements. Any Alteration shall, when completed, be of such character as not to reduce the value or utility of the Demised Premises or the Building to which such Alteration is required under this Section 10 and made below its value or utility to Landlord has not provided Tenant with immediately before such Alteration, nor shall such Alteration alter the exterior of the Improvements or reduce the area or cubic content of the Building, nor change the character of the Demised Premises or the Building as to use without Landlord's approval express written consent. No change, alteration, restoration or disapproval within twenty (20) new construction shall be in or connect the improvements with any property, building or other improvement located outside the boundaries of the Land, nor shall the same obstruct or interfere with any existing casement. Tenant shall notify Landlord in writing 30 days after Landlord's receipt prior to commencing any alterations, additions or improvements to the Demised Premises so that Landlord shall have the right to record and post notices of from Tenant of plans and specifications and other nonresponsibility on the Demised Premises. Within a reasonable information requested from Landlordtime period prior to commencing the alterations, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestadditions or improvements, Tenant shall provide Landlord with copies of the all plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite specifications prepared in connection with any such addition and/or alteration, provided such utility easementsaddition or improvement, building permit applicationsas well as copies of each material amendment and change thereto, zoning changes if and other similar governmental applications do not result when applicable. All of Tenant's generators and uninterruptible power supply equipment (but in any on-going liability on no event including the part primary HVAC system serving the Building), trade fixtures, movable partitions, furniture, machinery and furnishings installed by Tenant or assignees, subtenants or licensees of Landlord for which Landlord is not indemnified for hereunder or change Tenant shall remain the nature property of the Premises when compared to Comparable Buildings. Tenant shall reimburseowner thereof with the right of removal, upon demand, all out-of-pocket fees whether or not affixed and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage attached to the Premises (“Tenant’s Trade Property”) real estate and may the owner thereof shall be entitled to remove the same or any part thereof during the term or at the end of the term provided herein, provided that such owner shall repair any damage caused by such removal. Except as otherwise provided herein, all Alterations made or installed by Tenant shall remain the Property of Tenant and Tenant shall have the right to remove the Alterations at any time during the Term term hereof provided Tenant shall repair any damage resulting therefrom and leave the Demised Premises in a commercially reasonable condition. Notwithstanding the foregoing, any Alterations on the Demised Premises at the end of the term shall become the property of Landlord without payment therefor by Landlord, and shall be surrendered to Landlord at the expiration of the term of this Lease. Landlord agrees; provided however, within ten if the Lease term ends prior to the thirteenth (1013th) Business Days anniversary of Tenant’s request the Lease Commencement Date, if so requested by Landlord, Tenant shall, at its sole cost and at Tenant’s expenseexpense and in as expeditious a manner as possible remove any or all of such Alterations from the Demised Premises, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, extent required by Landlord. Tenant further agrees in writing to repair any damage which may be done to resulting therefrom and leave the Demised Premises as in a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertycommercially reasonable condition.

Alterations. Tenant shall not make any alterations, improvements, ----------- additions, installations, or changes of any nature in or to the Premises (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations any of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“preceding, "Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that ") unless (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the ImprovementsTenant first obtains Landlord's written consent, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance Tenant complies with all applicable Legal Requirements conditions which may be imposed by Landlord, including but not limited to Landlord's selection of specific contractors or construction techniques and all insurance policies required to be maintained by Tenant hereunderthe requirements of the attached Exhibit "C", and (iii) such Alterations will not adversely affect Tenant pays to Landlord the building systems reasonable costs and expenses ----------- of Landlord for architectural, engineering, or structural integrity of the Premises. Prior other consultants which reasonably may be incurred by Landlord in determining whether to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for approve any such additions and alterationsAlterations. Before At least 30 days prior to making any Alterations, Tenant shall obtainsubmit to Landlord, in written form, proposed detailed plans of such Alterations. Tenant shall, prior to the commencement of any Alterations, at Tenant's sole cost, (i) acquire (and deliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant's sole cost, in a prompt and expeditious manner), (ii) provide Landlord with 10 days' prior written notice of the date the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any of Tenant's employees installing or involved with such Alterations (which insurance Tenant shall maintain in force until completion of the Alterations). All Alterations shall upon the expiration or earlier termination of the Term become the property of Landlord. Tenant shall pay all costs for Alterations and other construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanics' and materialmen's liens resulting from or relating to any Alterations or other construction. Tenant may, at its sole election, contest the correctness or validity of any such lien provided that (a) immediately on demand by Landlord, Tenant procures and records a lien release bond, issued by a corporation satisfactory to Landlord and authorized to issue surety bonds in the state in which the Premises are located, in an amount equal to 150 percent of the amount of the claim of lien, which bond meets the requirements of California Civil Code Section 3143 or any successor statute, and (b) Landlord may, at its election, require Tenant to pay Landlord's attorneys' fees and costs incurred in participating in such an action. Notwithstanding the provisions of Paragraph 23: (a) Tenant shall be entitled to make Alterations in or to the Premises, without the prior consent of Landlord, so long as each of the same (i) do not exceed the sum of $5,000 in cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part (ii) do not affect any structural or exterior portions of the realty and Building or Premises, any Common Area, or other area outside of the property Premises, or (iii) do not adversely affect the Building electrical, plumbing or HVAC systems or violate any term of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easementsNotwithstanding that Landlord's consent shall not be required, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimbursecomply with the other requirements of this Paragraph 23, upon demand, all out-of-pocket fees and costs reasonably incurred by including the requirement that Tenant give Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant advance written notice of such Alterations. (b) Notwithstanding Tenant shall not be required to remove any alterations, additions, improvements or utility installations for which Tenant has obtained Landlord's consent, unless Landlord has indicated at the foregoing paragraphtime of granting such consent, that such removal will be required at the end of the Lease term. (c) Tenant may place upon shall be entitled to remove any Alterations at the Premises any inventory, fixtures, machinery, equipment expiration or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during earlier termination of the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair Tenant repairs any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertysuch removal.

Alterations. Tenant shall not make or perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Leased Premises (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions referred to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (collectively as “Alterations”)) without Landlord’s prior written consent.,. All plans, provided that Tenant delivers a written statement identifying specifications and details for such Alterations, and all contractors performing the Alterations being madeare subject to the prior written approval of Landlord. In the event Landlord grants such consent and permits Tenant to contract out such work, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed made and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant’s sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time designate; (ii) all Alterations shall be performed by adequately insured contractors approved by Landlord and in a good and workmanlike manner, free of Liens and manner in compliance accordance with all applicable Legal Requirements Requirements, and Tenant shall indemnify and hold harmless Landlord from and against any and all insurance policies costs, expenses, claims, liens and damages to person or property resulting from the making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and mechanical equipment shall be placed and maintained by Tenant hereunderin settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and (iii) such Alterations will not adversely affect the building systems annoyance to other tenants or structural integrity occupants of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations Building; (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatmentsv) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have submit to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not commence any such Alteration without first obtained obtaining Landlord’s written consent, which consent approval of such plans and specifications; (vi) all Alterations in or to the electrical facilities in or serving the Leased Premises shall not be unreasonably withheld. subject to the provisions of Section 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions Alteration, all Alterations shall be made and alterationsperformed in full compliance with all Legal Requirements and in accordance with the Rules and Regulations; and (viii) all materials and equipment to be incorporated in the Leased Premises as a result of all Alterations shall be of good quality. Before making If building or other permits from governmental authorities are required for any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary obtain such permits and approvals required deliver copies thereof to perform the proposed Alteration. All Landlord before work on such Alterations is begun. After any Alterations are completed, Tenant shall be and remain part cause all required governmental inspections of the realty and the property of Landlord Alterations to be made and shall be subject deliver to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature a copy of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees inspection report and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request one complete set of the “as built” plans for consent to Tenant such Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. Tenant shall not make alterations, repairs, additions or improvements or install any Cable (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions collectively referred to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (as “Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration , without first obtaining the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentof Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Alterations (as defined below) to the Premises without Landlord’s prior written approval. “Cable” shall mean and refer to any electronic, fiber, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant or any party acting under or through Tenant. Prior to starting work on any Alterations, Tenant shall furnish Landlord with plans and specifications as applicable (which shall be in CAD format if requested by Landlord); names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building and vertical Cable, as may be described more fully below); required permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming as additional insureds the Landlord, the managing agent for the Building, and such other Additional Insured Parties (as defined in Section 13) as Landlord may reasonably designate for such purposes, and with respect to any Alterations costing in excess of $300,000.00, any security for performance in amounts reasonably required by Landlord. Landlord may designate specific contractors with respect to oversight, installation, repair, connection to, and removal of vertical Cable; provided, however, Landlord hereby provides its approval of Comcast, Crown Castle and RMON Networks as Tenant’s Cable contractor (but not as service providers unless the same are existing service providers for the Building or are otherwise approved by Landlord) for the Initial Tenant Work and any Alterations. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Cable. Changes to the plans and specifications must also be submitted to Landlord for its approval. Landlord shall use reasonable efforts to either approve or deny Tenant’s request for approval of Alterations within ten (10) Business Days of receipt of written request by ▇▇▇▇▇▇. In the event that Landlord fails to respond within such ten (10) Business Day period, Tenant may deliver a second written notice, which second written notice shall include the following language in bold, 14-point font and all caps, “ATTENTION: FAILURE BY LANDLORD TO RESPOND WITHIN THREE (3) BUSINESS DAYS OF RECEIPT OF THIS NOTICE SHALL CONSTITUTE DEEMED APPROVAL BY LANDLORD OF THE SUBJECT OF THIS NOTICE” (any such second written notice with such required language in bold, 14-point font and all caps, a “Deemed Approval Reminder”), and if Landlord fails to respond within three (3) Business Days of Landlord’s receipt of such Deemed Approval Reminder, then Landlord’s approval of such Alterations shall be deemed granted. Alterations shall be constructed in a good and workmanlike manner using materials of a first class quality or otherwise as reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system or Landlord’s ability to perform its obligations hereunder. Tenant shall reimburse Landlord for any reasonable third-party expenses actually incurred by Landlord in connection with the review of ▇▇▇▇▇▇’s plans for Alterations and, except for Cosmetic Alterations, shall pay to Landlord or its managing agent a fee for Landlord’s administrative oversight and coordination of any Alterations equal to 2.5% of the hard costs of the Alterations. Upon completion, Tenant shall furnish “as-built” plans (in CAD format, if requested by Landlord) for Alterations, customary AIA completion affidavits, full and final waivers of lien, any applicable certificate of occupancy for the space affected by such Alterations, and any other items required under the Building’s construction rules and regulations for closing out the particular work in question. Landlord’s approval of an Alteration shall not be deemed to be a representation by Landlord that the Alteration complies with Law or will not adversely affect any Building system. If any Alteration requires any change to the Base Building, any Building system, or any Common Area, then such changes shall be made at Tenant’s sole cost and expense and performed, at Landlord’s election, either by ▇▇▇▇▇▇’s contractor or a contractor engaged by ▇▇▇▇▇▇▇▇, provided that Tenant shall not be required to pay in excess of market rates. Notwithstanding the foregoing, Landlord’s consent shall not be required for Alterations any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a merely cosmetic nature. If Landlord's consent nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of visible from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies exterior of the plans Premises or Building; (c) will not affect the Base Building (defined in Section 5); and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled (d) does not require work to use funds available in be performed inside the TI Allowance account, all necessary permits and approvals required to perform walls or above the proposed Alteration. All such Alterations shall be and remain part ceiling of the realty and the property of Landlord and Premises. Cosmetic Alterations shall be subject to all the other provisions of this Lease. Landlord agrees to execute such utility easementsSection 8.01, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term extent applicable thereto, but for purposes of this Lease. Landlord agreesclarification, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may shall not be done subject to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property2.5% administrative fee.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce make any alterations, additions or improvements to the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made Leased Premises without Landlord’s consent since prior written consent, and all alterations, additions or improvements made by either of the last instance parties hereto upon the Leased Premises, except movable office furniture put in which at the expense of the Tenant, shall be the property of the Landlord provided written consent and shall, at the sole option of the Landlord, remain upon and be surrendered with the Leased Premises at the termination of this Lease, without molestation or injury, or at Landlord’s request, and at Tenant’s sole expense, the Leased Premises shall be restored to Alterations, exceeds Two Million Dollars ($2,000,000), its original condition. Tenant shall only use contractors, which have been approved in writing by Landlord for any permitted alterations to the Leased Premises, and shall not permit any mechanic’s liens to be placed or remain upon the Leased Premises, the Building or the Property and shall discharge same immediately in accordance with Paragraph 6(B). Tenant will not overload the electrical wiring and will not install any additional electrical wiring, computer cables or plumbing unless it has first obtained Landlord’s written consentconsent thereto, and if such consent is given, Tenant will install same at its own cost and expense and will thereafter be responsible for maintaining it at Tenant’s sole cost and expense. Before commencing any improvements or alteration work in the Leased Premises, Tenant shall require all contractors of Tenant performing such work in the Leased Premises to carry and maintain, at no expense to Landlord, any or all of the following insurance policies as determined by Landlord written by companies acceptable to Landlord: (i) commercial general liability insurance, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 name Tenant and Landlord has not provided Tenant as additional insureds, in such amounts as required by Landlord and with any endorsements that Landlord requires; (ii) workers’ compensation insurance in such amounts required by law and covering all persons employed by said contractor and engaged in the work; (iii) [if applicable] comprehensive automobile liability insurance in such amounts as required by Landlord's approval ; and (iv) insurance against such other perils or disapproval within twenty (20) days after Landlord's receipt of legal risks and in such amounts as Landlord may from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed time to have approved the requesttime establish. Upon Landlord’s request, Tenant shall provide furnish to Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal duplicate original counterparts of any of Tenant’s Trade Property. Tenant shall promptly repair any damage or all insurance policies required pursuant to the Premises caused by its removal of any of Tenant’s Trade PropertyParagraph 11 herein above.

Alterations. (a) Tenant mayNot to make any alterations or additions to the Premises or to the Service Media or install any plant, at its expenseequipment, including funds made available apparatus or machinery in the TI Allowance accountPremises, make additions or to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”)damage or modify in any way any doors, provided that Tenant delivers a written statement identifying the Alterations being madewindows, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2walls, above) floors, ceilings or other part of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce without the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. ). (b) Not to install any air-conditioning plant or equipment, machinery or other mechanical apparatus on the Premises without the Landlord’s prior written consent (which consent shall not be unreasonably withheld), and to comply with the directions and instructions of the Landlord regarding such installation. (c) Not to erect, install or alter any partitioning on the Premises without the Landlord’s prior written consent (which consent shall not be unreasonably withheld), and to comply with the directions and instructions of the Landlord regarding such erection, installation and alteration (but Landlord’s consent shall not be required for Alterations installation of a merely cosmetic nature. If non-structural and demountable partitioning which is removable without damage to the Premises). (d) Not without the Landlord's ’s prior written consent is required (which shall not be unreasonably withheld) to install additional locks, bolts or other fittings to the entrance doors of the Premises. (e) Not to erect exhibit or display on the Premises or the Building any writing, sign, aerial, flagpole or other device so as to be visible from outside the Building without the Landlord’s prior written consent provided that the Tenant may display its name or business name in the reception area of the Premises or on the door thereof in such lettering, characters and materials as the Landlord shall approve (which approval shall not be unreasonably withheld). (f) Not to do anything which alters or affects the external appearance of the Building or to make alterations or additions to the structure or (except for the permitted works to the Premises) other parts of the Building or, without limitation, the Common Parts. (g) In carrying out any permitted works whatsoever to the Premises or anywhere within the Development to observe and perform the provisions of Clause 3.2 (Fitting Out) mutatis mutandis. (h) In applying for the Landlord’s consent or approval under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty Clause 3.11 (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from LandlordAlterations), and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide the Landlord with copies of information which the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, Landlord deems necessary at its sole costand absolute discretion on the effect of such alteration, including being entitled to addition, installation or erection (as the case may be) on the efficiency of the use funds available of energy and water in the TI Allowance accountPremises, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of Building and/or the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant AlterationsDevelopment. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. Tenant shall make no alterations, additions or improvements to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar (a$1.00) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations per square foot of the Improvements improved portions of the Premises (excluding warehouse square footage) and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that do not (i) affect the Fair Market Value (as defined in Section 2, above) exterior of the Premises shall not Building or outside areas (or be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvementsvisible from adjoining sites), or (ii) such Alterations shall affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be completed in covered by a good lien and workmanlike completion bond satisfactory to Landlord and requirements as to the manner, free time, and contractor for performance of Liens the work. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable Legal Requirements laws, regulations and ordinances, all insurance policies required to be maintained by Tenant hereundercovenants, conditions and restrictions affecting the Project, and the Rules and Regulations (iiihereafter defined). If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) such Alterations will not adversely affect the building systems or structural integrity of as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required Any request for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available otherwise agrees in the TI Allowance accountwriting, all necessary permits alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and approvals required to perform the proposed Alteration. All such Alterations furniture) shall be and remain part of the realty and become the property of Landlord and shall be subject surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing or any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraphalterations, Tenant may place upon the Premises any inventorydecorations, fixtures, machineryadditions, equipment improvements and the like installed either by Tenant or other improvements which can be removed without structural damage to the Premises (“by Landlord at Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s 's request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of arising from that removal. Except as otherwise provided in this Lease or in any of Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises for Tenant’s Trade Property, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred.

Alterations. Supplementing the terms and conditions of Article 3 and the Rules and Regulations, as the same may be amended: (aA) Tenant mayTENANT, at its sole cost and expense, including funds made available in the TI Allowance account, make additions to shall obtain all necessary governmental permits and alterations of the Improvements and construct additional Improvements and make substitutions and replacements certificates for the Improvements commencement and prosecution of any alterations, improvements or other work (including demolition) undertaken by TENANT in and to the demised premises (“AlterationsTENANT Changes”) and for final approval thereof upon completion (including all necessary sign-offs), provided that Tenant delivers a written statement identifying the Alterations being madeand shall cause TENANT Changes to be performed in compliance therewith and with all applicable laws and requirements of insurance bodies, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free using new materials and equipment at least equal in quality and class to the original installations in the building. All contractors, subcontractors and others engaged in TENANT Changes (including, but not limited to, those performing electrical and plumbing work) shall be subject to the approval of Liens OWNER, which approval shall not be unreasonably withheld, provided that the same are not likely to cause any labor disharmony. Notwithstanding the foregoing, TENANT shall be obligated, at its cost and expense, to employ OWNER’s supervising engineer and designated contractors for any alterations and improvements or other work which involves or relates to the building’s electrical system and/or fixtures, or the ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Life and Safety Code, including, but not limited to, the building’s Class E system and sprinkler system; without limiting the foregoing, in compliance the event that TENANT performs any future alterations, TENANT, at its cost and expense, agrees to install all necessary exit lighting, strobe lights and smoke detector equipment as required in connection with all such future alterations under the above stated code(s) and other applicable Legal Requirements laws and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premisesregulations. Prior to commencing any Alteration the cost of whichTENANT Changes, either alone or together with any other Alterations TENANT shall first give to OWNER written notice thereof which shall include four (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments4) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specificationsspecifications for the proposed TENANT Changes prepared by TENANT’s architect and/or engineer, if available as the case may be (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for OWNER and OWNER’s consultants to reasonably assess the proposed TENANT Changes, and, upon completion of TENANT Changes, shall furnish OWNER with “as-built” plans prepared by TENANT’s architect showing the entire demised premises and any permitted TENANT Changes outside thereof. OWNER agrees not to unreasonably withhold its consent to any TENANT Changes which are interior and non-structural, and do not affect any of the building’s systems or operations, or any of the windows, or areas visible from the public portions of the demised premises OWNER agrees that TENANT may perform painting of walls without OWNER’s consent, on at least seven (7) days prior notice to Owner, but TENANT acknowledges that any floor treatment or covering (including, but not limited to, staining, tiling and/or carpeting (but not area rugs)) shall require OWNER’s prior written consent. (B) In no event shall TENANT commence any TENANT changes before OWNER has approved the same, OWNER has received true copies of the applicable governmental permits and approvals issued in connection therewith, as well as the insurance in form and content as required by this Lease, and TENANT has paid any out-of-pocket fees, costs and expenses incurred by OWNER to date in connection with said TENANT Changes. All TENANT Changes shall be performed in such additions manner as not to unreasonably interfere with and alterationsnot to impose any direct or indirect additional expenses upon OWNER in the maintenance or operation of the building. Before making any AlterationsThroughout the performance of TENANT Changes, Tenant shall obtainTENANT, at its sole costcost and expense, shall carry, or cause to be carried, workmen’s compensation insurance in statutory limits and general liability insurance for any occurrence in or about the building, in which OWNER and its agents (and any other parties required by OWNER) shall be named as parties insured, in such limits as OWNER may reasonably prescribe, with insurers reasonably satisfactory to OWNER. TENANT shall furnish OWNER, on request, with satisfactory evidence that such insurance is in effect at or before the commencement of TENANT Changes and, at reasonable intervals thereafter during the continuance of TENANT’S Changes. If any of TENANT Changes shall involve the removal of any fixtures, equipment or other property in the demised premises which are not TENANT’S moveable office furniture and trade fixtures, such fixtures, equipment or other property shall be promptly replaced, at TENANT’S cost and expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless OWNER shall otherwise expressly consent in writing and TENANT shall, upon OWNER’S request, deliver, at TENANT’S cost and expense, any such fixtures, equipment or property so removed to OWNER or to such locations in New York City as OWNER shall direct. Except as otherwise expressly provided herein, the provisions of Article 3 shall apply to any of TENANT Changes made hereunder. In the event of any such installations or alterations whether made pursuant to Article 3 or otherwise, TENANT acknowledges that OWNER does not consent and TENANT shall not allow the reservation of any title to or a security interest in such goods. (C) TENANT agrees that it shall not exercise any of its rights pursuant to the provisions of this Article in any manner which could result in or threaten any work stoppage, picketing, labor disruption or dispute or violate OWNER’S union contracts affecting the land and/or building, or lead to interference with the business of OWNER or any lessee or occupant of the building, and a violation hereof shall be deemed a material default under this Lease; provided that no default shall be deemed to exist if TENANT utilizes contractors selected by OWNER. In the event of the occurrence of any condition described above arising from the exercise by TENANT of its rights pursuant to the provisions of this Article, TENANT shall, immediately upon notice from OWNER, cease the manner of exercise of such rights giving rise to such conditions. In the event TENANT fails to cease such manner of exercise of its rights as aforesaid, OWNER, in addition to any rights available to it under this Lease and pursuant to law, shall have the right to injunction upon notice to the office of TENANT’S attorney, which notice, notwithstanding anything to the contrary contained elsewhere herein, shall be effective and deemed given when hand delivered, or delivered by facsimile or email transmission, to the offices of TENANT’S attorneys. (D) TENANT, at its cost and expense, and with due diligence and dispatch, shall, within fifteen (15) business days after issuance, procure the cancellation or discharge of record of each and all notices of violation arising from or otherwise connected with TENANT Changes or TENANT’S operations which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. TENANT shall defend, indemnify and save harmless OWNER and its agents from and against any and all mechanic’s and other liens filed in connection with TENANT Changes, including being entitled to use funds available the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain constituting part of the realty demised premises and the property of Landlord against all costs, expenses and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite liabilities incurred in connection with any such addition lien, security deposit, conditional sale or chattel mortgage or any action or proceeding brought thereon. Notwithstanding anything to the contrary contained in Article 3, TENANT, at its cost and expense, shall likewise procure the satisfaction or discharge of record of all mechanic liens by bonding or otherwise within fifteen (15) business days after the filing of any such lien. Notice is hereby given that TENANT has no power, authority or right to do any act or make any contract which may create or be the foundation for any lien upon the fee or leasehold estate of the OWNER in the demised premises or upon the land or building of which they are a part or the improvements now or hereafter erected upon the demised premises or the land or the building of which they are a part. If TENANT shall fail to procure the satisfaction or discharge of all liens as hereinabove provided, OWNER may, without having to contest the validity or amount of any such lien, pay (and/or alterationutilize the TENANT’s security deposit to pay) the amount of such lien or discharge the same by deposit or by bond or in any manner according to law, and pay any judgment recovered in any action to establish or foreclose such lien or order, and any amount so paid, together with any fee, costs and expenses incurred by the OWNER, (including all reasonable attorney’s fees and disbursements incurred in and the defense of any such action, bonding or other proceeding) shall be payable by TENANT as additional rent hereunder. TENANT’S failure to repay OWNER within fifteen (15) days of written demand therefor shall constitute an Event of Default under this Lease. (E) All alterations, additions or improvements to the demised premises, including those installed by and at the cost and expense of TENANT, in accordance with the terms of Articles 3 and 48 hereof, shall become the property of the OWNER and remain upon the expiration or sooner termination of this Lease, except that all furnishings, business equipment (including but not limited to audio visual and information technology equipment) unattached trade fixtures and other moveable personal property items shall belong to TENANT and may be removed by TENANT at the expiration or earlier termination of this Lease, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result that any damage to any area in which any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared same were located, whether such damage was caused by attachment or any other method of installation, shall be repaired and restored to Comparable Buildings. Tenant shall reimbursematch the surrounding areas. (F) Whenever TENANT requests OWNER’s consent or approval to TENANT CHANGES or to any other matter or thing requiring OWNER’s consent or approval, upon demandthen OWNER, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns as a condition precedent to considering such request, may require (in addition to any other requirements of OWNER in connection therewith) that TENANT pay the reasonable fee of OWNER’s attorneys, architect and/or engineer in connection with reviewing the consideration of such request, the preparation of any request for consent to Tenant Alterationsdocuments pertaining thereto, and/or the monitoring of said CHANGES. (bG) Notwithstanding anything to the foregoing paragraphcontrary in Article 3, Tenant shall not be required to remove such alteration at or prior to the expiration of the term of this Lease, except, at Landlord’s option, “Specialty Alterations” (as hereinafter defined) which Landlord may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can require to be removed without structural damage to the Premises (“and any damaged areas affected by such removal repaired) by Tenant at Tenant’s Trade Property”) sole cost and may remove expense at the same at any time during the Term expiration or sooner termination of this Lease. As used herein, “Specialty Alterations” shall be any alterations not customarily undertaken in the typical construction of office space and require incremental increases in demolition costs for the removal thereof, but shall specifically include but not be limited to the following: (a) beam cuts, slab penetrations and floor openings, (b) raised, reinforced, or special flooring, and (c) data centers, and vaults. Landlord agreesshall advise Tenant as to whether it will require removal of any Specialty Alteration prior to the installation thereof provided Tenant sends notice to Landlord of the intended Specialty Alteration and plans and specifications therefor, within ten which notice includes the following specific language in bold capital letters on the face page of Tenant’s notice: “WE HEREBY REQUEST THAT YOU ADVISE US AT THIS TIME WHETHER YOU DEEM THE PROPOSED ALTERATION TO BE A “SPECIALTY ALTERATION,” AND, IF SO, WHETHER YOU REQUIRE THAT THE SAME BE REMOVED AND THE PREMISES RESTORED TO THE CONDITION EXISTING PRIOR TO SAID SPECIALTY ALTERATION AT THE EXPIRATION OR SOONER TERMINATION OF THE LEASE FAILURE TO NOTIFY TENANT WITHIN TEN (10) Business Days of DAYS THAT REMOVAL AND RESTORATION IS REQUIRED WILL CONSTITUTE LANDLORD’S AGREEMENT THAT SUCH ALTERATION MAY REMAIN UPON EXPIRATION OF THE LEASE.” In the event Tenant strictly complies with the foregoing and Landlord does not state in its response to Tenant’s request that Landlord deems the alteration to be a Specialty Alterations and requires its removal, Tenant shall not be required to remove said alteration at Tenant’s expense, to execute a waiver or subordination the expiration of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done this Lease. Notwithstanding anything to the Premises as contrary contained elsewhere in this Lease, Specialty Alterations required by Landlord to be removed shall be removed within the last thirty (30) days of the term. No portion of OWNER’S Work shall be considered a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyspecialty alteration.

Alterations. (a) Tenant maywill not make or suffer to be made any alterations, additions or improvements in excess of $1,000, excluding the initial Tenant Improvements, (collectively "Alterations") to or upon the Premises, Building, or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's written approval, which shall not be unreasonably withheld or delayed. Any Alterations to or upon the Premises shall be made by Tenant at Tenant's sole cost and expense and any contractor selected by Tenant to make the same shall be subject to Landlord's reasonable prior written approval. All such Alterations permanent in character, made in or upon the Premises either by Tenant or Landlord, may at the option of Landlord, become Landlord's property and, at its expense, including funds made available in the TI Allowance account, make additions to and alterations end of the Improvements and construct additional Improvements and make substitutions and replacements for term or any extension hereof, shall remain on the Improvements (“Alterations”), provided Premises without compensation to Tenant unless Landlord requests that Tenant delivers a written statement identifying remove any such Alterations. Notwithstanding the above, Tenant's work stations and other items of personal property shall remain Tenant's property. (b) Any Alterations being madeshall, when they are being made and their cost and certifying that (i) completed, be of such a character as not to lessen the Fair Market Value (as defined in Section 2, above) value of the Premises shall not or such improvements as may be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such then located thereon. Any Alterations shall be completed made promptly and in a good and workmanlike manner, free of Liens manner and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alterationauthorizations and building and zoning laws and with all other laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, departments, commissions, boards and offices. All The costs of any such Alterations shall be paid by Tenant, so that the Premises be free of liens for services performed, labor and remain part material supplied or claimed to have been supplied. Before any Alterations shall be commenced, Tenant shall pay any increase in premiums on insurance policies (provided for herein) or ensure adequate coverage is in place for all risks related to the construction of such Alterations and the increased value of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant AlterationsPremises. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. 17.1 Tenant may make non-structural, interior and/or exterior alterations, changes, additions, improvements, reconstructions or replacements of any of the Premises (a“alterations”), other than those which would result in a diminution in the value of the Premises that do not exceed the Threshold Repair Amount in the aggregate. Unless required by applicable federal, state or local law or regulation, Tenant shall obtain the prior written consent of Landlord and Lender to any alteration (i) which would result in a diminution in the value of the Premises, (ii) the cost of which in the aggregate exceeds the Threshold Repair Amount or (iii) which is structural in nature, which consent to a structural alteration shall not be unreasonably withheld. Without limitation, in determining whether a structural alteration is “reasonable” for purposes of subsection (iii) of the preceding sentence, Landlord shall have the right to consider whether such alteration would impair the structural integrity of the Premises, would impair the fair market value of the Premises, or would otherwise adversely affect the overall marketability of the Premises, as determined in Landlord’s reasonable discretion. 17.2 Tenant mayshall do all such work in a good and workmanlike manner, at its expenseown cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days after notice of the filing of the same (by payment or by filing the necessary bond, or otherwise), any mechanics’, materialmen’s or other lien against the Premises and/or Landlord’s interest therein, which lien may arise out of any payment due for any labor, services, materials, supplies, or equipment furnished to or for Tenant in, upon, or about the Premises. 17.3 At Tenant’s sole cost and without liability to Landlord, Landlord agrees to reasonably cooperate with Tenant (including funds made available signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is permitted or required to make hereunder; provided none of the foregoing shall, in any manner, result in a material reduction of access to or ingress to or egress from the Premises, a diminution in the TI Allowance account, make additions to and alterations value of the Improvements and construct additional Improvements and make substitutions and replacements Premises, a change in zoning having a material adverse effect on the ability to use the Premises for the Improvements (“Alterations”), provided Healthcare Business by Tenant or otherwise have a material adverse effect on the ability to use the Premises for the Healthcare Business by Tenant. 17.4 Tenant agrees that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that in connection with any alteration: (i) the Fair Market Value (as defined in Section 2, above) fair market value of the Premises shall not be lessened thereby other by more than in a deminimus manner and de minimus extent after the completion of any such Alterations will not permanently reduce the square footage of the Improvementsalteration, or its structural integrity impaired; (ii) all such Alterations alterations shall be completed performed in a good and workmanlike manner, free of Liens and shall be expeditiously completed in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and Requirements; (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations promptly pay all costs and expenses of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty any such alteration; (20iv) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans procure and specifications, if available pay for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals licenses required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration; and (v) all alterations shall be made (in the case of any alteration the estimated cost of which in any one instance exceeds the Threshold Repair Amount) under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord and Lender (for information purposes only) prior to the commencement of the alterations. 17.5 All contracts and payments to contractors, provided such utility easementssubcontractors, building permit applications, zoning changes suppliers and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns persons in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraphalteration, Tenant may place upon Restoration, repair or other work performed at the Premises any inventoryshall be entered into, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) made and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request performed in compliance with all Laws and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade PropertyLegal Requirements.

Alterations. (a) Tenant shall not, without Landlord's prior written consent, which shall not be unreasonably withheld, make any alterations, improvements or additions (hereinafter collectively referred to as "ALTERATIONS") in, on or about the Premises. Alterations shall include, but shall not be limited to, the installation or alteration of security or fire protection systems, communication systems, millwork, shelving, retrieval or storage systems, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC and plumbing. At the expiration of the Term, (a) if Landlord, at the time of giving its consent to an Alteration, specified in writing to Tenant that such Alteration is to be removed at the expiration of the Term or (b) if Tenant failed to obtain Landlord's consent to any Alteration for which Landlord's consent is required, then in either case Tenant shall remove such Alterations and restore the Premises to its prior condition, at Tenant's expense. Other than Alterations described in items (i) and (ii) below, Tenant shall make its request to Landlord for proposed Alterations in writing, and shall include the plans and specifications prepared by a licensed architect or engineer. Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at its expenseany time during the Term, including funds made available in the TI Allowance account, make additions to and alterations require that Tenant remove all or part of the Improvements Alterations and construct return the Premises to the condition it was in prior to the making of the Alterations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, the insurance coverages required by Section 13 below and to provide to Landlord, prior to the commencement of any work, certificates evidencing such insurance, which certificates shall list Landlord as an additional Improvements and make substitutions and replacements insured. Notwithstanding the foregoing, Landlord's consent shall not be required for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (any Alteration that is of a cosmetic nature such as defined in Section 2painting, above) of the Premises shall not be lessened thereby other than in a deminimus manner wallpapering, hanging pictures and such Alterations will not permanently reduce the square footage of the Improvements, installing carpeting or (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any single Alteration the cost of whichwhich (labor and materials) is less than $20,000.00 and such Alteration will not affect or involve a Building system, either alone mechanical system, or together a structural portion of the Building. (b) Tenant agrees to pay promptly for any work done by Tenant or material furnished in or about the Premises, and Tenant shall not permit or suffer any lien to attach to the Premises and shall cause any such lien or any claim therefor, to be released within 30 days after notice thereof. All work done by Tenant in or about the Premises shall comply with any other Alterations all Laws. (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatmentsc) made Tenant shall not erect or install signage at the Premises without Landlord’s consent since the last instance in which Landlord provided 's prior written consent approval as to Alterationssize, exceeds Two Million Dollars ($2,000,000)design, Tenant shall have first obtained Landlord’s written consentand location, which consent approval shall not be unreasonably withheld. Landlord’s consent Tenant shall not be required for Alterations of a merely cosmetic naturesolely responsible to obtain all zoning approvals and permits associated with Tenant's signage. If Notwithstanding the foregoing, Tenant is authorized to modify and/or replace the signage existing at the Premises on the Commencement Date without Landlord's consent prior written approval so long as the size of the modified or replacement signage is required under this Section 10 not larger than the existing signage and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications is in the same location as the existing signage, subject in all respects to Laws, including zoning ordinances, and other reasonable information requested from Landlordlocal laws, and such failure continues for ten (10) days after Landlord's receipt compliance of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations which shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant AlterationsTenant's responsibility. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. Tenant may make alterations, improvements, additions, installations, or changes to the Premises (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations any of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (preceding, “Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that ) only if: (i) the Fair Market Value Tenant first obtains Landlord’s written consent (as defined in Section 2which consent may not unreasonably be withheld, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvementsconditioned, or delayed), (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance Tenant complies with all applicable Legal Requirements and all insurance policies required conditions, which may be imposed by Landlord, including but not limited to be maintained by Tenant hereunderLandlord’s selection of specific contractors or construction techniques (but Landlord may not unreasonably impose such restrictions), and (iii) such Alterations will not adversely affect Tenant pays to Landlord the building systems reasonable costs and expenses of Landlord for architectural, engineering, or structural integrity of the Premises. Prior other consultants which reasonably may be incurred by Landlord in determining whether to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for approve any such additions and alterationsAlterations. Before At least 30 days before making any Alterations, Tenant shall obtainsubmit to Landlord, in written form, proposed detailed plans of such Alterations. Tenant shall, before commencing any Alterations, at Tenant’s sole cost, (i) acquire (and deliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant’s sole cost, in a prompt and expeditious manner), (ii) provide Landlord with 10 days’ prior written notice of the date the installation of the Alterations is to commence, which notice must explicitly remind Landlord to post and record an appropriate notice of non-responsibility, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any of Tenant’s employees installing or involved with such Alterations (which insurance Tenant shall maintain in force until completion of the Alterations). All Alterations shall upon installation become the property of Landlord and shall remain on and be surrendered with the Premises on termination of this Lease, except that Landlord may, at its election, require Tenant to remove any or all of the Alterations, by so notifying Tenant in writing at the time Landlord consents to the Alteration, in which event, Tenant shall, at its sole cost, including being entitled to use funds available in on or before the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part Expiration Date or earlier termination of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees , repair and restore the Premises to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature condition of the Premises when compared prior to Comparable Buildingsthe installation of the Alterations which are to be removed. Tenant shall reimbursepay all costs for Alterations and other construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanics’ and materialmen’s lien’s resulting from or relating to any Alterations or other construction. The term “Alteration” does not include any of the following that are paid for and installed by Tenant and Tenant may remove any of the following that are paid for and installed by Tenant at any time: Tenant’s personal property, upon demandequipment, all outcapital equipment, fume hoods, fume snorkels, de-of-pocket fees ionized water skids, vacuum pumps, dehumidification units, uninterruptible power supplies, warehouse racks, parts racks, scientific research equipment, portable cold rooms, moveable unattached lunch room and costs reasonably incurred by Landlord office furnishings and its successors equipment, telecommunications and assigns in connection with reviewing any request for consent to Tenant Alterations. data equipment (b) other than cabling), machine shop tools and portable equipment, portable glass wash equipment, equipment monitoring systems, air compressors and emergency generators (collectively, the “Equipment”). Notwithstanding the foregoing paragraphforegoing, Tenant may place upon if installation of any of the Premises Equipment materially effects any inventoryof the improvements within the Project, fixtures, machinery, equipment or other improvements which can be removed without structural damage the installation itself (but not the Equipment) is considered an Alteration and subject to the Premises (“Tenant’s Trade Property”) and may remove requirements of this Article 13. Landlord acknowledges that Landlord has no lien, right, claim, interest or title in or to the same Equipment, except to the extent remaining at any time during the Term Project after termination of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute Tenant may grant a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of the Equipment. Within 14 days following Tenant’s Trade Property written request, Landlord shall execute an acknowledgement of the foregoing in a commercially reasonable form for the benefit of the secured party under a security interest granted in accordance with the preceding sentence, allowing the secured party or to any bona fide equipment lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done access to the Premises as a result of a for removal of any of Tenantthe Equipment, subject to Landlord’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyreasonable restrictions.

Alterations. (a1) Prior to making any Alterations, Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that shall (i) submit to Landlord detailed plans and specifications for approval by the Fair Market Value Landlord (as defined in Section 2including layout, abovearchitectural, electrical, mechanical and structural drawings) of the Premises and that comply with all Requirements for each proposed Alteration, and Tenant shall not be lessened thereby other than in a deminimus manner commence any such Alteration without first obtaining Landlord's approval of such plans and such Alterations will not permanently reduce the square footage of the Improvementsspecifications, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, and (iii) furnish to Landlord duplicate original policies or certificates thereof for worker's compensation insurance (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents and any Mortgagee, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the "as-built" plans and specifications for such Alterations. All Alterations shall be completed made and performed in accordance with the plans and specifications therefor as approved by Landlord and otherwise in accordance with all Requirements. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. (2) Landlord reserves the right to disapprove any plans and specifications, in whole or in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Requirements or otherwise. (B) All Alterations shall become a part of the Premises and shall be Landlord's property from and after the installation thereof and may not be removed or changed without Landlord's prior written consent. Notwithstanding the foregoing, Landlord, upon notice given at least thirty (30) days prior to the Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Term, may require Tenant to remove any specified Alterations and to repair and restore in a good and workmanlike mannermanner any damage to the Premises caused by such removal all at Tenant's sole cost and expense. All Tenant's Property shall remain the property of Tenant and, free on or before the Expiration Date or earlier end of Liens the Term, may be removed from the Premises by Tenant at Tenant's sole cost and expense; provided, however, that Tenant shall repair and restore in compliance with all applicable Legal Requirements a good and workmanlike manner any damage to the Premises caused by such removal. The provisions of this Section 6.1(B) shall survive the expiration or earlier termination of this Lease. (1) Any and all insurance policies required Alterations shall be performed, at Tenant's sole cost and expense, by contractors, subcontractors or mechanics previously approved in writing by Landlord. Prior to be maintained by making an Alteration, at Tenant's request, Landlord shall furnish Tenant hereunderwith a list of contractors who may perform Alterations to the Premises on behalf of Tenant. (2) Notwithstanding the terms and conditions of Section 6.1(C)(1) hereof, with respect to any Alteration affecting any Building Systems, (i) Tenant shall only employ Landlord's designated contractor, and (iiiii) such Alterations will not adversely affect the building systems Alteration shall, at Tenant's expense, be designed by Landlord's engineer. (1) Any mechanic's lien filed against the Premises for work claimed to have been done for, or structural integrity of the Premises. Prior materials claimed to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)have been furnished to, Tenant shall have first obtained Landlord’s written consentbe canceled or discharged by Tenant, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlordat Tenant's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval expense, within twenty (20) days after Landlordsuch lien shall be filed, by payment or filing of the bond required by law, and Tenant shall indemnify and hold Landlord harmless from and against any and all costs, expenses, claims, losses or damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic's receipt lien within the aforesaid period, then, in addition to any other right or remedy of from Tenant of plans and specifications and other reasonable information requested from Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any such failure continues event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such mechanics lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs and allowances. (3) Any amount paid by Landlord for any of the aforesaid charges and for all expenses of Landlord (including, but not limited to, attorneys' fees and disbursements) incurred in defending any such action, discharging said lien or in procuring the discharge of said lien, with interest on all such amounts at the maximum legal rate of interest then chargeable to Tenant from the date of payment, shall be repaid by Tenant within ten (10) days after written demand therefor, and all amounts so repayable, together with such interest, shall be considered Additional Rent. SECTION 6.2. Landlord, at Tenant's receipt expense, and upon the request of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available join in any applications for any such additions and alterations. Before making any Alterationspermits, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals or certificates required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as obtained by Tenant may reasonably deem necessary or requisite in connection with any permitted Alteration (provided that the provisions of the applicable Requirements shall require that Landlord join in such addition and/or alterationapplication) and shall otherwise cooperate with Tenant in connection therewith; provided, provided however, that Landlord shall not be obligated to incur any cost or expense or liability in connection therewith. SECTION 6.3. Tenant shall furnish to Landlord copies of records of all Alterations and of the cost thereof within fifteen (15) days after the completion of such utility easementsAlterations. SECTION 6.4. Tenant shall not, building at any time prior to or during the Term, directly or indirectly, employ, or permit applicationsthe employment of, zoning changes and any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if such employment would interfere or cause any conflict with other similar governmental applications do not result contractors, mechanics or laborers engaged in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder construction, maintenance or change the nature operation of the Premises when compared to Comparable Buildingsby Landlord, Tenant or others, or of any other property owned by Landlord. Tenant shall reimburseIn the event of any such interference or conflict, Tenant, upon demanddemand of Landlord, shall cause all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent contractors, mechanics or laborers causing such interference or conflict to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon leave the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyimmediately.

Alterations. (a) Tenant may, at its expense, including funds made available Except as otherwise set out in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”Section 5.1(f), provided that Tenant delivers a shall not make or permit to be made any Alterations without Landlord's prior written statement identifying consent. Reference is made to Exhibit "G" hereto, which contains the Alterations being madeTenant Design and Construction Standards applicable to the Building, when they are being made which is incorporated by reference in this Lease. Landlord reserves the right to make reasonable changes and their cost and certifying that additions thereto. (1) Prior to making any such Alterations, Tenant shall (i) the Fair Market Value submit to Landlord two (as defined in Section 2) sets of detailed plans and specifications (including layout, abovearchitectural, electrical, mechanical and structural drawings) that comply with all Requirements for each proposed Alteration, and Tenant shall not commence any such Alteration without first obtaining Landlord's approval of the Premises such plans and specifications, which approval shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvementsunreasonably withheld or delayed, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, and (iii) furnish to Landlord duplicate original policies or certificates thereof of worker's compensation insurance (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the "as built" plans and specifications for such Alterations. All Alterations shall be completed made and performed in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, Restrictive Covenants, and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, any such Alteration for which the cost of labor and materials (as estimated by Landlord's architect, engineer or contractor) is in excess of Seventy-Five Thousand Dollars ($75,000.00), either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall be performed only under the supervision of a licensed architect satisfactory to Landlord. (2) Landlord reserves the right to disapprove any plans and specifications in whole or in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information; provided, however, that Landlord shall be reasonable in its exercise of these rights. Additionally, Landlord shall be deemed to have approved Tenant's plans and specifications if Landlord fails to respond to Tenant's plans and specifications within fifteen (15) days of Landlord's receipt thereof. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Requirements, Restrictive Covenants or otherwise. (c) Alterations shall be performed at Tenant's expense and at such times and in such manner as Landlord may from time to time reasonably designate, unless, at the time of the Alterations, Tenant is the only occupant of the Building and Building No. 2, in which event, Tenant may control the times and manner (but always in accordance with all Requirements) to perform the Alterations. All Alterations shall become a part of the Building and shall be Landlord's property from and after the installation thereof and may not be removed or changed without Landlord's consent. Notwithstanding the foregoing, however, Landlord, upon notice given at least sixty (60) days prior to the Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Term, may require Tenant to remove any specified Alterations (other than those comprising part of Building Standard Condition) and to repair and restore in a good and workmanlike mannermanner to Building Standard Condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. All Tenant's Property shall remain the property of Tenant and, free unless Landlord and Tenant shall agree otherwise, on or before the Expiration Date shall, at Tenant's cost, be removed from the Premises by Tenant, and Tenant shall repair and restore in a good and workmanlike manner to Building Standard Condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. The provisions of Liens this Section 5.1(c) shall survive the expiration or earlier termination of this Lease. (1) All Alterations shall be performed, at Tenant's sole cost and expense, by contractors, subcontractors or mechanics approved by Landlord in compliance Landlord's reasonable discretion. (2) Notwithstanding the foregoing, with all applicable Legal Requirements and all insurance policies respect to any Alteration affecting any Building Systems, (i) Tenant, if required to be maintained by Tenant hereunderLandlord, shall employ Landlord's or the Manager's designated contractor, and (iiiii) such Alterations will not adversely affect the building systems Alteration shall, if required by Landlord, at Tenant's expense, be designed by either Landlord's or structural integrity of the Premises. Prior Manager's engineer. (1) Any mechanic's lien filed against the Premises or the Real Property for work claimed to commencing any Alteration the cost of whichhave been done for, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent materials claimed to Alterations, exceeds Two Million Dollars ($2,000,000)have been furnished to, Tenant shall have first obtained Landlord’s written consentbe canceled or discharged by Tenant, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlordat Tenant's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval expense, within twenty (20) days after Landlordsuch lien shall be filed, by payment or filing of the bond required by law, and Tenant shall indemnify and hold Landlord harmless from and against any and all costs, expenses, claims, losses or damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic's receipt lien within the aforesaid period, then, in addition to any other right or remedy of from Tenant of plans and specifications and other reasonable information requested from Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any such failure continues event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such mechanic's lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs and allowances. (3) Any amount paid by Landlord for any of the aforesaid charges and for all expenses of Landlord (including, but not limited to, attorneys' fees and disbursements) incurred in defending any such action, discharging said lien or in procuring the discharge of said lien, with interest on all such amounts at the maximum legal rate of interest then chargeable to Tenant from the date of payment, shall be repaid by Tenant within ten (10) days after written demand therefor, and all amounts so repayable, together with such interest, shall be considered Additional Rent. (f) Notwithstanding anything to the contrary set forth in this Article V, Tenant, without Landlord's receipt of written a second request from Tenantconsent, Landlord will be deemed is permitted to have approved make Alterations to the request. Upon Landlord’s requestPremises which relate only to the cosmetic appearance, Tenant shall provide Landlord with copies nonstructural components, and/or non-load-bearing portions of the plans Premises (and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in which do not affect the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part structural and/or load-bearing elements of the realty and Building or the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alterationBuilding Systems), provided such utility easements, building permit applications, zoning changes and other similar governmental applications Alterations do not result cost, in the aggregate, more than Seventy-Five Thousand Dollars ($75,000.00) during any on-going liability on twelve (12) month period during the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable BuildingsTerm. Section 5.2. Tenant shall reimbursereimburse Landlord, upon demandwithin five (5) Business Days after demand therefor, all for any reasonable out-of-pocket fees and costs reasonably expense incurred by Landlord for reviewing the plans and its successors specifications for any Alterations or inspecting the progress of completion of the same. Section 5.3. Landlord, at Tenant's expense, and assigns upon the request of Tenant, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with reviewing any request for consent permitted Alteration (provided that the provisions of the applicable Requirements shall require that Landlord join in such application) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense or liability in connection therewith. Section 5.4. Tenant shall furnish to Landlord copies of records of all Alterations and of the cost thereof within fifteen (15) days after the completion of such Alterations. (b) Notwithstanding the foregoing paragraphSection 5.5. TENANT HEREBY ACCEPTS THE PREMISES "AS IS, WHERE IS," AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE. Section 5.6. Tenant may place upon the Premises any inventoryshall not, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time prior to or during the Term of this Lease. Landlord agreesTerm, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver directly or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interestindirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if such lessoremployment would unreasonably interfere or cause any unreasonable conflict with other contractors, agrees mechanics or laborers engaged in writing the construction, maintenance or operation of the Building by Landlord, Tenant or others, or of any other property owned by Landlord. In the event of any such unreasonable interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to repair leave the Building immediately. Section 5.7. During the course of any damage which may be done Alteration and any construction by Landlord, whether on the Land or on any real property adjacent to the Premises as a result of a removal of any of Tenant’s Trade Property. Land, Landlord and Tenant shall promptly repair any damage cooperate with each other, and shall cause their contractors and subcontractors to the Premises caused by its removal of any of Tenant’s Trade Propertycooperate, so as to minimize interruption and interference with each other's construction activities.

Alterations. (a) Tenant may, from time to time, at its expense, including funds made available make alterations or improvements in and to the TI Allowance account, make additions Premises (hereinafter collectively referred to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (as “Alterations”), provided that Tenant delivers a first obtains the written statement identifying consent of Landlord, which consent shall not be unreasonably withheld or delayed. All of the following shall apply with respect to all Alterations: (a) the Alterations being madeare non-structural and the structural integrity of the Property shall not be affected; (b) the Alterations are to the interior of the Premises; (c) subject to the modifications approved by Landlord in writing to the mechanical, when they electrical, heating, ventilating, air-conditioning (“HVAC”) which are being made part of the Tenant Improvements, the proper functioning of the HVAC, sanitary and their cost other service systems of the Property shall not be affected and certifying that the usage of such systems by Tenant shall not be increased; (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations; and (e) Tenant shall have provided Landlord with reasonably detailed plans for such Alterations in advance of requesting Landlord’s consent. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s reasonable expense, obtain all necessary governmental permits and certificates for the Fair Market Value commencement and prosecution of Alterations; (as defined in Section 2ii) if Landlord’s consent is required for the planned Alteration, above) of submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the Premises work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), which approval shall not be lessened thereby other than unreasonably withheld or delayed; and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a deminimus manner form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 10.2 above) and such workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10.2. Tenant shall cause the Alterations will not permanently reduce to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and with Landlord’s reasonable, non-discriminatory rules and regulations or any other reasonable restrictions that Landlord may impose on the square footage of Alterations. Tenant shall cause the Improvements, (ii) such Alterations shall be completed to he diligently performed in a good and workmanlike manner, free of Liens using new materials and equipment at least equal in compliance with all applicable Legal Requirements quality and all insurance policies required class to be maintained the standards for the Property reasonably established by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the PremisesLandlord. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with “as built” plans, copies of the plans and specificationsall construction contracts, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary governmental permits and approvals required certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to perform any Alterations is required, and Landlord provides that consent, then at the proposed Alteration. All time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations shall be and remain part of at the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary expiration or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term termination of this Lease. If Landlord agreesrequires Tenant to remove the Alterations, within ten (10) Business Days then, during the remainder of Tenant’s request and at Tenant’s expensethe Term, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2) therefor; however, if Landlord shall not require that Tenant remove the Premises caused by its removal of any of TenantAlterations, such Alterations shall constitute Landlord’s Trade PropertyProperty and Landlord shall be responsible for the insurance thereof, pursuant to Section 10.1.

Alterations. (a) Tenant mayshall not make, at its expensesuffer or permit to be made any alterations, including funds made available in the TI Allowance account, make additions or improvements to and alterations or of the Improvements and construct additional Improvements and make substitutions and replacements for Premises or any part thereof, or remove any portion of the Improvements Premises which is affixed thereto, or permanently attach any fixtures or equipment thereto (collectively, the “Alterations”), provided that Tenant delivers a written statement identifying the without first notifying Landlord of such proposed Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained obtaining Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s withheld and which consent shall be requested by Tenant not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for legs than ten (10) days after Landlord's prior to the commencement of any such work. Landlord shall notify Tenant of its consent or disapproval to Alterations within ten (10) days following the later to occur of (x) receipt of written Tenant’s notice requesting such consent and (y) the date upon which ▇▇▇▇▇▇▇▇ receives all documents and information reasonably requested in connection with its evaluation of the proposed Alteration. Tenant’s request for ▇▇▇▇▇▇▇▇’s consent to any proposed Alterations shall include a second request from Tenant, description of the proposed Alterations and shall be accompanied by materials sufficient to enable Landlord will be deemed to have approved evaluate the request. Upon Depending on the nature and extent of the proposed Alterations, it is anticipated that such materials could range from paint chips, internally prepared diagrams, plans and specifications prepared by licensed architects and engineers, a description of proposed construction means and methods, the identity of any contractor or subcontractor to be employed in the construction of the Alterations, the estimated cost of such work and the estimated time for performance thereof. ▇▇▇▇▇▇’s notice requesting consent shall describe the Alterations and the anticipated commencement date thereon so that Landlord may file a notice of nonresponsibility described in Sections 3094 and 3129 of the California Civil Code. The construction of the Tenant Improvements (as defined in the Work Letter) shall be governed by the terms of the Work Letter. However, Tenant shall not be obligated to obtain Landlord’s consent for a particular Alteration (although the above notice will always be required) in the following circumstances (“Minor Alterations”): (i) the cost of the Alteration in question and all work being done by Tenant in the Premises in connection with such Alteration does not exceed $150,000 and all prior Alterations for which Landlord’s consent was not required will not exceed $300,000 in any twelve (12) month period; (ii) the Alteration in question will have no effect on the various systems of the Building, including without limitation, the HVAC, plumbing and fire protection systems, the Building structure or the exterior appearance of the Building, and (iii) such Alteration will not cause Tenant to exceed the maximum floor load for the Building. Except for Minor Alterations, Tenant shall pay to Landlord on demand an amount equal to two percent (2%) of all hard costs incurred by Tenant or its contractors or agents in connection with any Alterations to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision. In addition, except for Minor Alterations, upon demand, Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with any Alterations, including, without limitation, the costs of any third-party architects, engineers or consultants hired by Landlord to review drawings for Alterations. (b) Landlord may impose, as a condition of its consent to all Alterations such requirements as Landlord reasonably deems desirable including, but not limited to: (i) the requirement that upon Landlord’s request, made at the time such consent is given, Tenant shall provide Landlord with copies shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the plans Lease Term and specificationsrepair any damage to the Premises and Building caused by such removal; (ii) the requirement that Tenant utilize for such purposes only contractors, if available for materials, mechanics and materialmen selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and/or (iii) require that Tenant fully comply with the provisions of Section 8700 of the California Civil Code or submit evidence satisfactory to Landlord that Tenant is exempt from the requirements of such Section 8700. Notwithstanding the foregoing, to the extent any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole costAlterations would materially affect the systems of the Building, including being entitled to use funds available in without limitation, the TI Allowance accountHVAC, all necessary permits plumbing, and approvals required to perform fire protection systems, the proposed Alteration. All exterior of the Building or any equipment located on the exterior of the Building, any portion of the Project outside of the Building or any structural component of the Building, such Alterations shall be and remain part subject to Landlord’s consent in the exercise of its sole discretion; to the extent such Alterations would merely affect the systems of the realty Building, including without limitation, the HVAC, plumbing, and the property of Landlord fire protection systems, but not materially, Tenant shall observe reasonable rules relating thereto established by Landlord. Tenant shall construct such Alterations and shall be subject perform any repairs which Tenant is obligated to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes perform hereunder at Tenant’s cost and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection conformance with any such addition and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city and/or alterationcounty in which the Building is located, provided such utility easementsin conformance with Landlord’s construction rules and regulations. Neither Landlord’s selection or approval of a contractor nor its approval of the plans, building permit applications, zoning changes specifications and other similar governmental applications do not result in working drawings for Alterations shall create any on-going responsibility or liability on the part of Landlord for which Landlord is not indemnified for hereunder the quality or change the nature adequacy of the contractor, for the completeness, design sufficiency, or compliance of such plans, specifications and working drawings with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises when compared to Comparable Buildingsshall at all times be a complete unit except during the period of work. Tenant shall reimbursecause all work to be performed in such manner as not to obstruct access to the Project or the Common Areas for any other tenant of the Project, and as not to obstruct the business of Landlord or other tenants in the Project, or unreasonably interfere with the labor force working on the Project. Promptly upon demandcompletion of any Alterations, all out-of-pocket fees if required by code, ▇▇▇▇▇▇ agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and costs reasonably incurred by Tenant shall deliver to Landlord and its successors and assigns a reproducible copy of the “as built” drawings of the Alterations and, if available, such drawings in connection with reviewing any request for consent to Tenant Alterations“CAD” format. (bc) Notwithstanding All Alterations which may be installed or placed in or about the foregoing paragraphPremises, and all signs installed in, on or about the Premises, from time to time, shall be at the sole cost of Tenant and shall be and become the property of Landlord, other than trade fixtures and equipment which may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural material damage to the Premises (“Tenant’s Trade Property”) on the expiration of the Lease Term or its earlier termination; provided, however, that to the extent any trade fixtures and may remove equipment were installed or placed in or about the same Premises at any time during the cost and expense of Landlord, such trade fixtures and equipment shall remain the property of Landlord upon expiration of the Lease Term of this Leaseor its earlier termination. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, If Tenant fails to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of complete such security interest, or such lessor, agrees in writing removal and/or to repair any damage which may be done to caused by the Premises as a result of a removal of any Alterations, then as a matter which shall survive termination of this Lease, Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any Alterations by Tenant or at Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertybehest.

Alterations. Following the construction of any Tenant Improvements to the Premises under Article 4 above, Tenant will not thereafter make any alterations, repairs, additions or improvements in or to the Premises (for purposes of this Article, any of the foregoing being referred to as the “Work”) which (a) Tenant may, at its expense, including funds made available exceeds $200,000.00 in the TI Allowance accountaggregate during any 12-month period, make additions to and alterations (b) is visible from the exterior of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements Building or (“Alterations”)c) would add, provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined disturb or in Section 2, above) any way adversely change any Building Systems or structural portions of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce Building, without the square footage prior written consent of the Improvements, Landlord (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed) as to the character of the Work, the manner of doing the Work including payment and financial security mechanisms associated therewith, and the contractor(s) doing the Work. Notwithstanding the foregoing, if reinforcement of the floor or any slab is required, as reasonably determined by Tenant’s architect, then Tenant may perform such Work subject to reasonably conditions which Landlord may impose as Landlord deems necessary or appropriate. For the Tenant Improvements and as a condition to Landlord’s consent to Work proposed by Tenant, Landlord may impose such conditions with respect thereto as Landlord reasonably deems appropriate, including, without limitation, requiring Tenant to remove such Tenant Improvements or Work at the end of the Term and repair any damages resulting from such removal (which shall not be deemed required for Alterations in the absence of a merely cosmetic nature. If Landlord's ’s written consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt agreement to the contrary), insurance against liabilities that may arise out of from Tenant of such Work, plans and specifications approved by Landlord and other reasonable information requested from permits necessary for such Work. If such Work is performed by contractor(s) not retained by Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide upon completion of such Work, (i) deliver to Landlord with copies evidence that payment for all such Work has been made by Tenant, contractors’ affidavits and full and final mechanic’s lien waivers and (ii) for Work requiring Landlord’s consent, pay to Landlord a construction supervision fee of four percent (4%) of the plans total hard cost of such Work, but in no event less than $500.00 to reimburse Landlord for the costs incurred by its construction manager in inspecting and specificationssupervising such Work (for avoidance of doubt, if available for no such fee shall be required with respect to the Tenant Improvements). All such Work shall be done in a good and workmanlike manner using quality materials and shall comply with all applicable governmental laws, ordinances, rules and regulations. Tenant agrees to indemnify and hold Landlord free and harmless from any liability, loss, cost, damage or expense (including reasonable attorney’s fees) by reason of any of such additions and alterationsWork. Before making any AlterationsThe provisions of Article 17 of this Lease Agreement shall apply to all Work performed under this Article. Notwithstanding anything to the contrary herein, Tenant shall obtainhave the right to retain its own licensed and appropriately insured and bonded contractor to make future alterations which are cosmetic in nature, at its sole costnot visible from the exterior, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder impact building structure or change the nature of the Premises when compared Building Systems without Landlord’s consent and with no overhead charges paid to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. same (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder aggregate cost of such security interestalterations in any 6-month period, or such lessormeasured as one project, agrees does not exceed the threshold set forth in writing to repair any damage which may be done to the Premises as a result first sentence of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyimmediately preceding paragraph).

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises Issuers shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlordobtain Trustee’s consent since the last instance in which Landlord provided written prior consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentany alterations to any Improvements, which consent shall not be unreasonably withheldwithheld or delayed. LandlordNotwithstanding the foregoing, Trustee’s consent shall not be required in connection with (i) any alterations in connection with Required Repairs, Replacements or Restorations performed in accordance with the terms and provisions of this Indenture, (ii) alterations provided for Alterations in any Annual Budget, (iii) (A) any emergency alterations in response to a material threat of danger to the safety and well-being of hotels guests and employees of Issuers or a merely cosmetic naturematerial threat of injury to or destruction of the Improvements or (B) alterations that are required by a change in the applicable law, provided that, in the case of clause (A) or (B), Issuers shall give notice thereof to Trustee, together with a reasonably detailed description of the alteration and the emergency or change in law giving rise to such alteration (it being understood and agreed that if the cost of such alterations exceed $2,000,000, the excess costs shall be the liability of the Issuers in accordance with Section 9.03(a)(vi) until such alteration has been approved by Servicer for the Trustee, such approval not to be unreasonably withheld, conditioned or delayed); or (iv) alterations that will not have a Material Adverse Effect; provided that the alterations under clause (iv) above (I) are made in connection with tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof or (II) do not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000). If Landlord's consent is required the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under this Section 10 the Leases or to be paid from any applicable Reserve Fund) shall at any time exceed Five Hundred Thousand and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty 00/100 Dollars (20$500,000) days after Landlord's receipt (the “Threshold Amount”), Issuers shall promptly deliver to Trustee as security for the payment of from Tenant of plans such amounts and specifications and other reasonable information requested from Landlord, and such failure continues as additional security for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved Issuers’ obligations under the request. Upon Landlord’s request, Tenant shall provide Landlord with copies Financing Documents any of the plans following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Trustee and specificationsthat the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if available for higher, then current ratings assigned to any such additions and alterations. Before making Securities or any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite class thereof in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such addition and/or alterationbond or letter of credit is no longer than three (3) months or, provided if such utility easementsterm is in excess of three (3) months, building permit applicationsissued by a financial institution having a rating that is acceptable to Trustee and that the applicable Rating Agencies have confirmed in writing will not, zoning changes in and other similar governmental applications do not of itself, result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder a downgrade, withdrawal or change the nature qualification of the Premises when compared initial, or, if higher, then current ratings assigned to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns any Securities or any class thereof in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can Securitization. Such security shall be removed without structural damage in an amount equal to the Premises excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (“Tenant’s Trade Property”other than such amounts to be paid or reimbursed by tenants under the Leases) and may remove over the same at any time during Threshold Amount and, subject to the Term terms of this Lease. Landlord agreesSection 10.06, within ten Trustee shall (10or, with respect to a letter of credit or performance bond, may) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of apply such security interest, or from time to time to pay for such lessor, agrees alterations in writing to repair any damage which may be done accordance with the procedures and requirements set forth in Section 10.03 relating to the Premises as a result disbursement of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to funds from the Premises caused by its removal of any of Tenant’s Trade PropertyReplacement Reserve Account.

Alterations. (a) Tenant may, from time to time, at its expense, including funds made available make alterations or improvements in and to the TI Allowance account, make additions Premises (hereinafter collectively referred to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (as “Alterations”), provided that Tenant delivers a first obtains the written statement identifying consent of Landlord, except that Tenant does not have to request Landlord’s consent for any Alterations that are purely cosmetic and non-structural, and cost less than $50,000.00 per project. All of the following shall apply with respect to all Alterations: (a) the Alterations being madeare non-structural and the structural integrity of the Property shall not be affected; (b) the Alterations are to the interior of the Premises; (c) the proper functioning of the mechanical, when they are being made electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and their cost other service systems of the Property shall not be affected and certifying that the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the Fair Market Value (as defined in Section 2, above) commencement and prosecution of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. Such insurance policies shall satisfy all obligations imposed under Section 10.2. Tenant shall cause the Alterations to be completed performed in compliance with all applicable permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, free of Liens using new materials and equipment at least equal in compliance with all applicable Legal Requirements quality and class to the standards for the Property established by Landlord. With respect to any and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without for which Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestrequired, Tenant shall provide Landlord with “as built” plans (upon completion), copies of the plans and specificationsall construction contracts, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary governmental permits and approvals required certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to perform any Alterations is required, and Landlord provides that consent, then at the proposed Alteration. All time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations shall be and remain part of at the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary expiration or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term termination of this Lease. If Landlord agreesrequires Tenant to remove the Alterations, within ten (10) Business Days then, during the remainder of Tenant’s request and at Tenant’s expensethe Term, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2) therefor; however, if Landlord shall not require that Tenant remove the Alterations, such Alterations shall constitute Landlord’s Property (defined below) and Landlord shall be responsible for the insurance thereof, pursuant to Section 10.2. Landlord shall not charge Tenant any damage to the Premises caused by its removal oversight, management, administrative or other fee for any Alterations or approvals of any of Tenant’s Trade PropertyAlterations.

Alterations. Tenant shall have the right to make, at its sole expense, alterations, modifications, additional installations, substitutions, improvements, renovations or betterments made at or to the Premises, or any part thereof, from and after the completion of the Initial Construction (acollectively, “ALTERATIONS”, but excluding the addition, renewal and replacement of FF&E), subject to the requirements set forth in this Section 3.2. (i) Tenant mayTenant, at its expense, including funds made available in shall obtain all necessary permits and certificates from Governmental Authorities for the TI Allowance accountcommencement and prosecution of any Alterations and final approval from Governmental Authorities and upon completion, make additions to and alterations promptly deliver copies of the Improvements same to Landlord and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the cause any Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not to be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and performed in compliance with all applicable Legal Requirements and all insurance policies requirements of Permitted Leasehold Mortgagees and insurers of the Premises, and in a good and workmanlike manner, using materials and equipment at least equal in quality to the original quality of the installations at the Premises that are being replaced. (ii) The Landlord (solely in its capacity as the owner of the Sites) shall reasonably cooperate with Tenant in obtaining the permits and approvals required to be maintained issued by Governmental Authorities in connection with construction on the Premises, including Alterations, required pursuant to the terms of this Lease and any necessary utility access agreements, shall sign any application reasonably made by Tenant hereunder, which is required in order to obtain such permits and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together approvals and utility access agreements and shall provide Tenant with any other Alterations information and/or documentation not otherwise reasonably available to Tenant (other than those of a merely cosmetic nature (e.g. paint, wall if available to the Landlord) which is necessary to procure such permits and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), approvals and utility access agreements. Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from reimburse the Landlord, and such failure continues for within ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestdemand accompanied by reasonably sufficient documentation, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all reasonable out-of-pocket fees and costs reasonably cost or expense incurred by the Landlord and its successors and assigns in connection with reviewing Landlord’s assistance in obtaining the permits and approvals and utility access agreements. Notwithstanding anything to the contrary contained in the foregoing sentence, for so long as an Affiliate of Landlord owns, directly or indirectly, an equity interest in Tenant, Landlord shall not be entitled to any request for consent to such reimbursement from Tenant Alterationsother than as provided in the Partnership Agreement. (biii) Notwithstanding No Alteration materially affecting the foregoing paragraphstructural portions, roofs or the heating, air conditioning, elevator, plumbing, electrical, sanitary, mechanical or other service or utility systems of such Property shall be undertaken except under the supervision of a licensed architect or licensed professional engineer. (iv) The costs of all Alterations shall be borne by Tenant. (v) Landlord and Tenant acknowledge and agree that any Alterations shall be subject to the approval rights of the Theme Park Owner with respect to Creative Aspects (as defined in the Resort Agreement) as set forth in the Resort Agreement; provided, that to the extent there is any conflict arising out of Landlord’s approval rights pursuant to clause (i) or (ii) of Section 3.2(c) and the Theme Park Owner’s approval rights pursuant to the Resort Agreement as required thereby, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request acknowledge and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided agree that the holder rights of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant Theme Park Owner shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertygovern and control.

Alterations. (a) Tenant will not paint, decorate or change the architectural treatment of any part of the exterior of the Premises or construct any changes to the interior of the Premises, without Landlord’s prior written approval thereto, and will promptly remove any paint, decoration, alteration, addition or changes applied or installed without Landlord’s approval or take such other action with respect thereto as Landlord directs. Tenant shall not make any structural alterations, additions or changes to the Premises. Tenant may, at its expenseown cost and expense erect shelves, including funds made available bins, racks and removable (i.e., not attached to the realty) trade fixtures (collectively “Trade Fixtures”) in the TI Allowance account, make additions to and alterations ordinary course of its business provided such items do not alter the basic character of the Improvements and construct additional Improvements and make substitutions and replacements for Premises, do not damage the Improvements (“Alterations”)Premises, provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of may be removed without injury to the Premises and the construction, erection and installation thereof complies with all legal requirements and other provisions of this Lease. If Landlord grants consent to any requested alterations, the alterations shall be performed in a good, workmanlike and lien free manner in accordance with all applicable legal requirements and any restrictions which may be imposed by Landlord as a condition to its consent. All alterations, changes, additions and all leasehold improvements made by Tenant or made by Landlord on Tenant’s behalf and all fixtures installed by Tenant which are not Trade Fixtures are herein collectively referred to as “Tenant Additions”, and shall be the property of Landlord. Such Tenant Additions shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage removed by Tenant on, before or following expiration or termination of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made Lease without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not except as may be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this pursuant to Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations27.1. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) 8.1 Save as set out below the Tenant mayshall not, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce relation to the square footage Tenant’s Works: 8.1.1 alter or interfere with any part of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free Building and/or the Retained Property; 8.1.2 make any addition or alteration to the Premises unless permitted by this Clause; 8.1.3 alter or interfere with the operation of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity any Conduits and/or Facilities which serve any part of the Premises. Prior to commencing any Alteration Retained Property without the cost prior written consent of which, either alone or together with any other Alterations (the Landlord in the Landlord’s absolute discretion. 8.2 The Tenant shall not other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made in relation to the Tenant’s Works: 8.2.1 erect any new building or structure on the Premises; and/or 8.2.2 make structural alterations or additions to the Building; 8.2.3 make an Internal Alteration which is not permitted without the Landlord’s consent since pursuant to Clause 8.3 without in each such case the last instance in which Landlord provided Landlord’s prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained in the Landlord’s written consent, which absolute discretion. 8.3 The Tenant may without the consent shall not be unreasonably withheld. of the Landlord make an Internal Alteration without requiring the Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved that: 8.3.1 the request. Upon Landlord’s request, Tenant shall provide full details in writing to the Landlord of such internal non-structural alterations and/or non-structural demountable partitioning prior to commencing such work or internal demountable partitioning; and 8.3.2 it does not interfere with copies the operation of any Conduits and/or Facilities (if any) which serve any part of the plans Retained Property, and specifications, if available for the avoidance of doubt any such additions and alterations. Before making any Alterations, partitioning installed by the Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain a tenant’s fixture for all purposes of the Lease. 8.4 The Landlord may before giving any consent under this Clause require: 8.4.1 the submission to the Landlord of drawings and specifications showing the proposed alteration; and 8.4.2 the execution of such licence to carry out the proposed alteration as the Landlord may reasonably require. 8.5 For the avoidance of doubt the Tenant is not permitted to place any satellite dishes on any part of the realty Building, other than a maximum of seven satellite dishes each with a maximum diameter of 90 cm, provided always that any such satellite dishes must be located on the fifth floor of the Building to be built as part of the Tenant’s Works, and must not be visible from ground level, and provided always that the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite if reasonable in connection with the Retained Property (whether related to development or any other matter) on giving the Tenant not less than 3 months’ notice require the removal of all and any of such addition and/or alteration, provided such utility easements, building permit applications, zoning changes satellite dishes from the Building and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature relocation of the Premises when compared same to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.Block B.

Alterations. (a) Tenant may6.1 Except for those, at its expenseif any, including funds made available specifically provided for in the TI Allowance account, make additions Exhibit B to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)this Lease, Tenant shall have first obtained not make or suffer to be made any alterations, additions, or improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by Article 7, without the prior written consent of Landlord’s written . When applying for such consent, which Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Landlord's consent shall not be unreasonably withheld. withheld with respect to alterations which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modification of the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) in aggregate do not cost more than $5.00 per rentable square foot of that portion of the Premises affected by the alterations in question. 6.2 In the event Landlord consents to the making of any such alteration, addition or improvement by Tenant, the same shall be made by using either Landlord’s consent shall not be required for Alterations of 's contractor or a merely cosmetic naturecontractor reasonably approved by Landlord, in either event at Tenant's sole cost and expense. If Tenant shall employ any contractor other than Landlord's consent is required under this Section 10 contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and hold Landlord has harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours, terms or conditions of the employment of any such labor. In any event Landlord may charge Tenant a construction management fee not provided Tenant to exceed five percent (5%) of the cost of such work to cover its overhead as it relates to such proposed work, plus third-party costs actually incurred by Landlord in connection with Landlord's approval or disapproval within twenty the proposed work and the design thereof, with all such amounts being due five (205) days after Landlord's receipt of from demand. 6.3 All alterations, additions or improvements proposed by Tenant of plans shall be constructed in accordance with all government laws, ordinances, rules and specifications and other reasonable information requested from Landlordregulations, using Building standard materials where applicable, and Tenant shall, prior to construction, provide the additional insurance required under Article 11 in such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenantcase, and also all such assurances to Landlord will be deemed as Landlord shall reasonably require to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies assure payment of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole costcosts thereof, including being entitled but not limited to, notices of non-responsibility, waivers of lien, surety company performance bonds and funded construction escrows and to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty protect Landlord and the property of Landlord Building and shall be subject to this Lease. Landlord agrees to execute such utility easementsappurtenant land against any loss from any mechanic's, building permit applications, zoning changes and materialmen's or other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingsliens. Tenant shall reimbursepay in addition to any sums due pursuant to Article 4, upon demandany increase in real estate taxes attributable to any such alteration, all out-of-pocket fees and costs addition or improvement for so long, during the Term, as such increase is ascertainable; at Landlord's election said sums shall be paid in the same way as sums due under Article 4. Landlord may, as a condition to its consent to any particular alterations or improvements, require Tenant to deposit with Landlord the amount reasonably incurred estimated by Landlord as sufficient to cover the cost of removing such alterations or improvements and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding restoring the foregoing paragraphPremises, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.extent required under Section 26.2

Alterations. (a) Tenant Borrower may, at its expensewithout Lender’s consent, including funds made available in the TI Allowance account, make additions perform alterations to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that Equipment which (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall do not be lessened thereby other than in constitute a deminimus manner and such Alterations will not permanently reduce the square footage of the ImprovementsMaterial Alteration, (ii) such Alterations shall be completed do not materially adversely affect (a) Borrower’s financial condition or (b) the value or Net Operating Income of the Property, (iii) are in a good and workmanlike manner, free the ordinary course of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunderBorrower’s business, and (iiiiv) such Alterations will do not adversely affect materially change or impact the building systems use or structural integrity of zoning of, or access to, the PremisesProperty or reduce the parking ratio thereof. Prior to commencing Borrower shall not perform any Material Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without LandlordLender’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s prior written consent, which consent shall not be unreasonably withheldwithheld or delayed; provided, however, that Lender may, in its sole and absolute discretion, withhold consent to any alteration proposed by Borrower, but not by tenants under the Leases, the cost of which is reasonably estimated to exceed $250,000 (as determined by Lender in its reasonable discretion). LandlordLender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender security for payment of the cost of such Material Alteration and evidence of general liability and workmen’s consent compensation insurance. Upon substantial completion of the Material Alteration, Borrower shall provide evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements and substantially in accordance with plans and specifications approved by Lender (which approval shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 unreasonably withheld or delayed), (ii) all contractors, subcontractors, materialmen and Landlord has not professionals who provided Tenant with Landlord's approval work, materials or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite services in connection with any such addition and/or alterationthe Material Alteration have been paid in full and have delivered unconditional releases of lien and (iii) all material Licenses necessary for the use, provided such utility easements, building permit applications, zoning changes operation and occupancy of the Material Alteration (other similar governmental applications do not result in any on-going liability than those which depend on the part performance of Landlord tenant improvement work) have been issued. Borrower shall reimburse Lender upon demand for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket costs and expenses (including the reasonable fees and costs reasonably of any architect, engineer or other professional engaged by Lender) incurred by Landlord Lender in reviewing plans and its successors and assigns in connection with reviewing specifications for any request for consent to Tenant Material Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. Tenant shall not make alterations, repairs, additions or improvements or install any Cable in or to the Premises (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions collectively referred to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (as “Alterations”), provided that Tenant delivers a written statement identifying ) without first obtaining the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentof Landlord in each instance, which consent shall not be unreasonably withheldwithheld or delayed, provided that (1) the outside appearance or the strength of the Building shall not be affected; and (2) the structural parts of the Building and the proper functioning of the Building shall not be adversely affected. However, Landlord’s consent shall not be required for Alterations any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a merely cosmetic naturenature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the structure of the Building or require a building permit; and (d) the cost of such Alterations (or a related series of Alterations) does not exceed $25,000.00. If Landlord's consent is required under Cosmetic Alterations shall be subject to all the other provisions of this Section 10 and 9.03. All non-Cosmetic Alterations, including, without limitation, the Initial Alterations, shall be performed by a licensed General Contractor approved by Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlordin its sole discretion, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenanteach charging commercially competitive rates, provided, however, Landlord will be deemed may designate specific contractors with respect to have approved specific structural items. Prior to starting any non-Cosmetic Alterations, including, without limitation, the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Initial Alterations, Tenant shall obtainfurnish Landlord, at for its sole costapproval, including being entitled to use funds available in the TI Allowance account, all necessary proposed plans and specifications; names of proposed contractors and sub-contractors; required permits and approvals approvals; evidence of contractor’s and subcontractor’s insurance (including workers’ compensation insurance) in amounts reasonably required by Landlord and naming Landlord as an additional insured; and any security for performance in amounts reasonably required by Landlord. Changes to perform the proposed Alterationplans and specifications must also be submitted to Landlord for its approval. All such Alterations shall be constructed in a good and remain part workmanlike manner, in accordance with all applicable Laws and using new materials of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may a quality reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingsapproved by Landlord. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred reimburse Landlord for any sums paid by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days third party examination of Tenant’s request plans for Alterations. In addition, Tenant shall pay Landlord a fee for Landlord’s oversight and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal coordination of any non-Cosmetic Alterations equal to 10% of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal cost of any of Tenant’s Trade Propertythe non-Cosmetic Alterations.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements Except for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the non-structural Alterations being made, when they are being made and their cost and certifying that (i) do not exceed $25,000 in the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvementsaggregate, (ii) such Alterations shall be completed in a good and workmanlike mannerare not visible from the exterior of the Premises, free (iii) do not affect any Building System or the structural strength of Liens and in compliance with all applicable Legal Requirements and all insurance policies required the Building, (iv) do not require penetrations into the floor, roof, ceiling or walls, other than minor penetrations for wall hangings, fastenings to be maintained by Tenant hereunderthe floor or similar items not affecting the Building Systems, and (iiiv) such Alterations will do not adversely affect require work on the building systems roof or structural integrity of within the Premises. Prior to commencing any Alteration walls, below the cost of which, either alone floor or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since above the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)ceiling, Tenant shall have not make or permit any Alterations in or to the Premises without first obtained obtaining Landlord’s written consent, which consent shall not be unreasonably withheld. With respect to any Alterations that do not require Landlord’s consent consent, Tenant shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from nonetheless provide written notice thereof to Landlord, and such failure continues for describing in reasonable detail the nature of the Alteration. With respect to any Alterations made by or on behalf of Tenant (where the Alteration requires Landlord’s consent): (i) not less than ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed prior to have approved the request. Upon Landlord’s requestcommencing any Alteration, Tenant shall provide deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with copies certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage (based on reasonable industry standards) naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv) Tenant shall pay Landlord all reasonable costs and expenses in an amount not to exceed $2,500 in connection with Landlord’s third party costs in connection with the review of Tenant’s plans and specifications, if available for and of any supervision or inspection of the construction Landlord deems necessary, and (v) upon Landlord’s request Tenant shall, prior to commencing any Alteration, the cost of which exceeds $100,000.00, provide Landlord reasonable security against liens arising out of such additions construction. 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 alterationsbecome 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. Before At Tenant’s request prior to Tenant making any Alterations, Landlord will notify Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals whether Tenant is required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same Alterations at any time during the Term expiration or termination of this Lease. Landlord agreesTenant may install its trade fixtures, within ten (10) Business Days of Tenant’s request furniture and at Tenant’s expenseequipment in the Premises, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder installation and removal of such security interestthem will not affect any structural portion of the Property, any Building System or such lessor, agrees in writing to repair any damage which may be done other equipment or facilities serving the Building or any occupant. Notwithstanding anything to the Premises as a result contrary in this Lease, at the expiration or termination of a removal of any of Tenant’s Trade Property. this Lease, Tenant shall promptly repair any damage not be required to remove the Tenant Improvements, excluding wiring and cabling which Tenant shall be required to remove at its sole cost and expense. Subject to this Section 12, Tenant shall have the right to install a security system in the Premises, provided that Tenant provides Landlord with the code or other access to the Premises caused by its removal of any of Tenant’s Trade Propertysecurity system.

Alterations. Tenant shall not make (or permit to be made) any change, addition or improvement to the Premises (including, without limitation, the attachment of any fixture or equipment) (collectively, the “Alterations” and individually, an “Alteration”) unless such Alteration: (a) equals or exceeds the Building Standard and utilizes only new and first-grade materials; (b) is in conformity with all Legal Requirements, and is made after obtaining any required permits and licenses; (c) is made with the prior written consent of Landlord not to be unreasonably withheld, conditioned or delayed; (d) is made pursuant to plans and specifications approved in writing in advance by Landlord; (e) with respect to any Alterations the cost of which is expected to exceed One Hundred Thousand Dollars ($100,000.00), is made after Tenant mayhas provided to Landlord such reasonable indemnification and/or bonds requested by Landlord, including, without limitation, a performance and completion bond in such form and amount as may be satisfactory to Landlord to protect against claims and liens for labor performed and materials furnished, and to insure the completion of any Alteration; (f) is carried out by persons reasonably approved in writing by Landlord who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may reasonably require, with Landlord named as an additional insured; and (g) is done only at such time and in such manner as Landlord may reasonably specify. Landlord shall notify Tenant of its expenseconsent or disapproval of any such proposed Alterations within ten (10) business days after Landlord’s receipt of Tenant’s request therefor, including funds made available in together with all final plans and specifications for such work. Notwithstanding the TI Allowance accountforegoing to the contrary, Tenant may make additions non-structural Alterations to and alterations the interior of the Improvements and construct additional Improvements and make substitutions and replacements for Premises (collectively, the Improvements (“AlterationsAcceptable Changes”)) without Landlord’s consent, provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) Tenant delivers to Landlord written notice of such Acceptable Changes (the Fair Market Value “Acceptable Change Notice”) at least fifteen (as defined in Section 2, above15) of days prior to the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvementscommencement thereof, (ii) the cost of each such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunderAcceptable Change does not exceed $25,000.00 per job, and the aggregate cost of all Acceptable Changes does not exceed $50,000.00 in any consecutive twelve (12) month period, (iii) such Alterations will Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 11, (iv) such Acceptable Changes do not adversely require the issuance of a building permit or other governmental approval, (v) such Acceptable Changes do not affect the building structural components of the Building or any mechanical, plumbing, electrical, HVAC and/or life-safety systems of the Building, (vi) such Acceptable Changes are not visible from or structural integrity affect any area located outside the Premises, and (vii) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in the Complex or other first-class office and retail complexes in the Cottonwood sub-market of Salt Lake City, Utah (collectively, the “Comparable Buildings”). Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of any such Alterations, and shall pay to Landlord all actual, out-of-pocket costs incurred by Landlord in connection with such Alterations. Except as otherwise provided hereinbelow, all such Alterations (including all articles attached to the floor, wall or ceiling of the Premises) shall become the property of Landlord. Prior to commencing any Alteration the cost of whichLandlord may, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without at Landlord’s consent since election, cause such Alterations to be (A) surrendered with the last instance in which Landlord provided written consent Premises as part thereof at the termination or expiration of the Term of this Lease, without any payment, reimbursement or compensation therefor, or (B) removed by Tenant, at Tenant’s expense, on or prior to Alterationsthe termination or expiration of the Term of this Lease, exceeds Two Million Dollars ($2,000,000)with all damage caused by such removal repaired by Tenant; provided, however, with respect to Alterations made or caused to be made by Tenant with Landlord’s consent, Tenant shall have first obtained Landlord’s written consentno obligation to remove such Alterations unless at the time Landlord approved the final working drawings for any such Alterations (or, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty respect to any Acceptable Change, no later than thirty (2030) days after Landlord's ’s receipt of from Tenant of plans and specifications and other reasonable information requested from the Acceptable Change Notice applicable thereto), Landlord, and such failure continues for ten (10) days after Landlord's receipt of by written a second request from notice to Tenant, identified those Alterations which Landlord will be deemed would require Tenant to have approved remove at the request. Upon Landlord’s requestexpiration or earlier termination of the Term of this Lease, in which event Tenant shall provide Landlord with copies remove such identified Alterations on or before the expiration of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part Term of the realty Lease and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute repair any damage resulting from such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingsremoval. Tenant shall reimburse, upon demandindemnify, defend and hold harmless Landlord from and against all out-costs, liens, claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, which may arise out of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns , or be connected in connection with reviewing any request for consent to Tenant way with, any such Alterations. . Within thirty (b30) Notwithstanding days following the foregoing paragraphimposition of any lien resulting from any such Alterations, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s shall cause such lien to any holder be released of record by payment of money or posting of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyproper bond.

Alterations. (a) Tenant mayshall make no Alterations, additions or improvements in or to the Premises without Landlord's prior written consent and subject to such other conditions which Landlord may reasonable require. Tenant agrees that there shall be no construction of partitions or other obstructions which might interfere with Landlord's free access to mechanical installations or service facilities of the Building or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations and facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate, and, at its expensethe option of Landlord, including funds made available in the TI Allowance account, make additions to under Landlord's supervision. Tenant covenants and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided agrees that all work done by Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed performed in a good and workmanlike manner, free of Liens and in full compliance with all applicable Legal Requirements laws, rules, orders, ordinances, regulations and requirements of all insurance policies required to be maintained by Tenant hereundergovernmental agencies, offices, and (iii) such Alterations will not adversely affect boards having jurisdiction, and in full compliance with the building systems or structural integrity rules, regulations and requirements of the PremisesNational Fire Protection Association, and of any similar body. Prior to Before commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)work, Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and give Landlord has not provided Tenant with Landlord's approval or disapproval within at least twenty (20) days written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic's lien recorded against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to, Tenant will be discharged by Tenant, by bond or otherwise, within thirty (30) days after Landlord's receipt the filing thereof, at the cost and expense of from Tenant Tenant. All Alterations, additions or improvements upon the Premises made by either party, including (without limiting the general of plans the foregoing) all wall covering, built-in cabinet work, paneling and specifications and other reasonable information requested from the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railing and the like installed by Tenant, and Tenant shall repair all damage resulting from such failure continues for ten (10) days after removal or, at Landlord's receipt of written a second request option, shall pay to Landlord all costs arising from Tenantsuch removal. (b) Unless Landlord otherwise agrees in writing, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any all such additions and alterations. Before making any Alterations, Tenant additions or improvements affixed or built into the Premises (but excluding moveable trade fixtures and furniture) shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and become the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easementssurrendered with the Premises, building permit applicationsas a part thereof, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on at the part of Landlord for which Landlord is not indemnified for hereunder or change the nature end of the Premises when compared to Comparable Buildings. Tenant shall reimburseLease term, upon demandexcept that Landlord may, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent written notice to Tenant Alterations. given at least twenty (b20) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage days prior to the Premises (“end of the Lease term, require Tenant to remove all or any Alterations, decorations, additions, improvements and the like installed by Tenant’s Trade Property”) , and may remove to repair the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interestPremises, or such lessor, agrees at Landlord's option to pay all costs in writing relation to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal arising from such removal. Any fixtures, furnishing or other personal property remaining after possession of any the premises is returned to Landlord shall be the sole and exclusive property of Tenant’s Trade PropertyLandlord and Tenant shall be liable for all costs incurred for removal.

Alterations. (a) 5.2.1 Tenant may, at its expense, including funds made available in shall not make any alterations to the TI Allowance account, make additions to and alterations Premises that affect the structure of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements Building or any Building system (“Alterations”electrical, plumbing, mechanical or life safety), provided that Tenant delivers a or install any wall or floor covering without Landlord's prior written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined consent which may be withheld in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required ▇▇▇▇▇▇▇▇'s sole discretion. With respect to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paintalteration requested by ▇▇▇▇▇▇, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which 's consent shall not be unreasonably withheld. Landlord’s Should Landlord consent shall not be required for Alterations in writing to Tenant's alteration of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestPremises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations (which contractor shall provide Landlord with copies such certificates of insurance as Landlord shall reasonably require, which certificates of insurance shall name both Landlord and Landlord's property manager as additional insureds), shall secure all appropriate governmental approvals and permits, and shall complete such alterations with due diligence in compliance with the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alterationspecifications approved by Landlord. All such Alterations construction shall be and remain performed in a manner which will not interfere with the quiet enjoyment of other tenants of the Building. Any such alterations, wiring, cables, or conduit installed by Tenant shall at once become part of the realty Premises and the property of belong to Landlord except for removable machinery and shall be subject to this Leaseunattached movable trade fixtures and attached lab equipment. Landlord agrees to execute such utility easementsmay at its option require that Tenant remove any alterations, building permit applicationswiring, zoning changes cables or conduit installed by or for Tenant and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of restore the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term original condition upon termination of this Lease. Landlord agrees, within ten (10) Business Days shall have the right to post notices of non-responsibility in connection with work being performed by ▇▇▇▇▇▇ in the Premises. Work by Tenant shall comply with all laws then applicable to the Premises. Tenant shall not allow any liens to attach to the Building or Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security 's interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of its activities or any alterations. Landlord may perform alterations to or change the configuration of the Building and other common areas. 5.2.2 Throughout the term of the Lease and notwithstanding the provisions of Section 18 below, Landlord shall have a removal of any of Tenant’s Trade Property. Tenant continuing right (but shall promptly repair any damage not be obligated) to make alterations and/or improvements to the Premises caused by common areas and any other portions of the Building for any purposes that Landlord deems necessary, in its removal reasonable business judgment, including, without limitation, alterations or improvements that will affect the operation, design, use or aesthetic of any of the Building. Landlord shall make reasonable efforts to complete all such alterations and improvements so as to minimize, to the extent feasible, disturbance to Tenant’s Trade Property.

Alterations. Except for work or alterations of a cosmetic, decorative, non-structural nature, which do not: (a) Tenant mayinvolve in any manner the mechanical, at its expense, including funds made available electrical or plumbing systems in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements Building; or (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (ib) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration exceed the cost of which$50,000.00 in the aggregate, either alone or together with which aggregate shall include any work performed in any other Alterations (other than those of a merely cosmetic nature (e.g. paintpremises leased by Tenant in the Building pursuant to another lease with Landlord, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)any six-month period, Tenant shall have first obtained not do any work in or about the Leased Premises or make any alterations or additions thereto, without the prior written consent of Landlord’s written consent, which consent shall not be unreasonably withheldwithheld or delayed. LandlordAll such work to which Landlord consents shall be performed and installed at Tenant’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 sole cost and Landlord has not provided Tenant expense in accordance with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from to be supplied by Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the which plans and specifications, if available and the contractors, subcontractors and all suppliers of labor or materials shall in all instances first be subject to Landlord’s approval, which shall not be unreasonably withheld or delayed. Landlord shall respond to any request by Tenant for Landlord’s approval, including any such additions and alterationsrequest made in connection with the Initial Work, within thirty (30) days, and, if Landlord does not give its approval, Landlord shall specify its reasons for not giving its approval. Before making During the performance of any Alterationswork, whether or not Landlord’s consent is required therefor, Tenant shall obtain, at its sole cost, including being entitled to use funds available in maintain such insurance as Landlord may reasonably require for the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property benefit of Landlord and or such other parties as Landlord shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite designate in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingswriting. Tenant shall reimburse, upon demand, all reimburse Landlord for Landlord’s actual out-of-pocket costs in reviewing Tenant’s plans for any alterations requiring Landlord’s approval. Landlord shall provide Tenant with invoices from those professionals from whom Landlord incurred fees and costs reasonably incurred by in support of Landlord’s demand for reimbursement in accordance with this Section. Landlord and its successors and assigns will make commercially reasonable efforts to cooperate with Tenant in connection with reviewing any request application Tenant makes to obtain any permits, licenses, approvals and/or sign-offs necessary for any alterations or improvements Tenant makes pursuant to this Section. Within 30 days of completion of any alterations or improvements, regardless of whether Landlord’s consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraphis required therefor, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) shall furnish Landlord with complete as-built sepia and may remove the same at any time during the Term of this LeaseCAD drawings thereof. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, shall not charge Tenant a supervisory fee in connection with work performed pursuant to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertythis Section.

Alterations. (a) Tenant mayshall perform Tenant’s Work in accordance with the provisions set forth in Exhibit B hereof, at its expenseand Landlord shall make available to Tenant the Improvements Allowance specified in Section 1.7, including funds made available upon and subject to the terms provided in Exhibit B hereto. (b) Landlord shall have the responsibilities in respect of the condition of the Premises and the performance of work therein provided in Exhibit B-1 hereto. (c) Subject to subsection (b) above, and subject to any Landlord’s obligation to repair and maintain the Premises set forth in the TI Allowance accountLease, Tenant shall accept the Premises in its “AS IS” condition, and Landlord shall have no obligation to make additions any alterations in or to the Premises in order to prepare the same for Tenant’s occupancy. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent (a) may be withheld or granted in Landlord’s sole and alterations absolute discretion with regard to any Alterations that adversely affect, require modifications to, or increase the burden of the Improvements Premises upon, the Structural and construct additional Improvements System Alterations (including the installation of any interior staircases and Alterations that impact the Building Structure and Systems) and any Alterations which are visible from the exterior of the Premises, but (b) shall not be unreasonably withheld, conditioned or delayed with respect to interior Alterations typical for commercial office space. Notwithstanding the foregoing, Tenant shall have the right to make substitutions Cosmetic Changes within the Premises without requiring the consent of Landlord. All Alterations made by Tenant shall be performed and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that completed: (i) in accordance with all Laws; (ii) lien-free; (iii) in a good, competent, workmanlike and prompt manner using new or comparable materials only; (iv) on days and at times reasonably approved in writing by Landlord (which may include during business hours for particular work if and to the Fair Market Value extent appropriate in light of the nature of the work); (v) after obtaining insurance policies meeting the requirements set forth in Section 13.2; and (vi) in compliance with the Construction Rules and Regulations (as defined in Section 26 of Exhibit B). For Tenant’s Alterations that do not constitute Cosmetic Changes, abovesuch Alternations shall further be performed and completed: (A) by a contractor reasonably approved in writing by Landlord; (B) under the supervision of an architect reasonably approved in writing by Landlord selected by Tenant and reasonably approved by Landlord; (C) in accordance with plans and specifications reasonably acceptable to Landlord without the obligation to use specifications that are higher than Building standard materials or those required by law, approved in writing at Landlord’s standard charge not to exceed $2,500; (D) after having obtained any required consent of the Premises shall not be lessened thereby other than holder of any Mortgage of whom Tenant has written notice (provided that Landlord shall, upon Tenant’s written request made in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance connection with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without LandlordTenant’s consent since the last instance in which Landlord provided written consent to submission regarding particular Alterations, exceeds Two Million Dollars ($2,000,000), advise Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's in writing whether consent is required under such Mortgage for such Alterations); (E) with the obligation for Tenant to deliver to Landlord written, unconditional, full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises and the Building for all work, labor and services to be performed and materials to be furnished within fifteen (15) Business Days after the applicable portion of the Alterations are completed; and (F) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alteration in accordance with the provisions of this Section 10 and Landlord has not Lease. If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged of record by Tenant in the manner provided Tenant with Landlord's approval or disapproval by applicable Law within twenty (20) days after Landlord's receipt thereafter, at Tenant’s sole cost and expense. If Landlord gives its consent to the making of from Tenant of plans and specifications and other reasonable information requested from Landlordany Alteration, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will consent shall not be deemed to have approved be an agreement or consent by Landlord to subject its interest in the requestPremises or the Building to any liens which may be filed in connection therewith. Upon Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility to construct or install the same. Landlord’s requestapproval 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 all Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety system, the roof of the Building, or any areas outside of the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). No construction supervision or administration fee shall be payable in respect of Tenant’s Work. In connection with any subsequent Alterations, Landlord shall be paid a construction supervision fee in an amount equal to three percent (3%) of the total cost of such Alteration. Promptly after the completion of an Alteration, Tenant at its expense shall provide deliver to Landlord with copies three (3) sets of accurate as-built (or record) drawings and CAD drawings showing such Alteration in place. 9.3 If any Alterations that require Landlord’s consent are made without the plans and specificationsprior written consent of Landlord, if available for any such additions and alterations. Before making any Alterations, Tenant then Landlord shall obtainhave the right, at its sole costTenant’s expense, including being entitled to use funds available in so remove and correct such Alterations and restore the TI Allowance account, all necessary permits Premises and approvals required the Building to perform the proposed condition prior to the Alteration. All such Alterations to the Premises or the Building made by either party shall be and remain part of the realty and immediately become the property of Landlord and shall remain upon and be subject surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, however, that Tenant shall remove, at Tenant’s sole costs and expense, all Alterations and other items (including any telecommunications, security, data, computer and similar equipment, cabling and wiring) in the Premises or the Building, which Landlord designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request by Tenant given with Tenant’s request for Landlord’s approval of such Alteration. Notwithstanding the foregoing or anything to the contrary contained in this Lease. Landlord agrees , Tenant shall not be required to execute such utility easementsremove Alterations consisting of standard build-out items that are typically installed by similar tenants in multi tenanted, building permit applicationsmulti story, zoning changes first class office buildings, including but not limited to the following: (a) the improvements in the kitchen, any restrooms/showers and other improvements that are depicted in or similar governmental applications as Tenant may reasonably deem necessary or requisite to those in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord test fits prepared by ▇▇▇▇▇▇▇ Architecture for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimbursedated April 30, upon demand2012 and February 24, all out-of-pocket fees 2012 (the “Test Fits”) attached hereto as Exhibit A; and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding improvements such as data center and gym/work out rooms, whether or not these type of improvements are depicted in the foregoing paragraph, Test Fits; provided that Tenant may place upon be required to remove interior staircases, if any, installed by Tenant and perform related restoration work. Movable furniture, furnishings and equipment shall be deemed to exclude without limitation any item the Premises any inventory, fixtures, machinery, equipment or other improvements removal of which can be removed without structural might cause material damage to the Premises (“Tenant’s Trade Property”) and may remove or the same at Building, or which would normally be removed from the Premises with the assistance of any time during major tool or machinery. If such removal causes damage or injury to the Term of this Lease. Premises or the Building, then Landlord agreesshall have the right, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver repair all damage and injury to the Premises or subordination of its statutory the Building caused by such removal as aforesaid, if Tenant has not completed such repair with thirty (30) days following said damage or contractual landlord’s lien injury or, if earlier, prior to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that by the holder of such security interest, or such lessor, agrees in writing to repair any damage which Expiration Date (as the same may be done extended as herein provided) or the effective date of any earlier termination of this Lease. If such furniture, furnishings and equipment are not removed by Tenant prior to or by the expiration or earlier termination of the Lease Term, the same shall at Landlord’s option be deemed abandoned or become the property of Landlord to be surrendered with the Premises as a result of a removal of any of part thereof; provided, however, that Landlord shall have the right at Tenant’s Trade Propertyexpense to remove from the Premises any or all such items or to require Tenant to do the same, except as otherwise provided in this Section. If Tenant fails to return the Premises to Landlord as required by this Section, then Tenant shall promptly repair any damage pay to the Premises caused Landlord, all costs (including a construction management fee) incurred by its removal of any of Tenant’s Trade PropertyLandlord in effectuating such return.

Alterations. Tenant shall make no alterations, additions or improvements (a) Tenant maycollectively and individually, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying ) to the Alterations being made, when they are being made and their cost and certifying that Premises (i) including the Fair Market Value (as defined in Section 2, above) roof of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce Building) without the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained of Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestIn all cases, Tenant shall provide Landlord with copies written notice prior to performing any Alteration. Landlord’s consent may be granted or withheld by Landlord in its reasonable discretion. Landlord shall respond to Tenant’s request to make Alterations within thirty (30) days after receipt of such request, as long as the request includes reasonably detailed plans and specifications, if available for specifications (as described below) and Landlord’s failure to object to any proposed Alterations within such additions and alterationstime period shall be deemed approval of such Alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in obtain all required permits for the TI Allowance account, all necessary permits Alterations and approvals required to shall perform the proposed AlterationAlterations in compliance with all Applicable Law. Any request for Landlord’s consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. All such Alterations affixed to the Premises (excluding trade fixtures) shall be and remain part of the realty and become the property of Landlord and shall be subject surrendered with the Premises at the end of the Term, unless Landlord notifies Tenant that such Alterations must be removed by written notice delivered to Tenant at the time that Landlord approves of such Alterations or, in the event Landlord’s approval of such Alterations is not required hereunder, within thirty (30) days following the date on which Tenant provides Landlord with written notice of such Alterations. Landlord shall oversee all Alterations performed pursuant to this Lease. Section 7.3 by either Tenant or the Services Company, and Tenant shall pay Landlord agrees to execute such utility easements, building permit applications, zoning changes as compensation for its efforts a non-refundable management fee in the amount of fifteen percent (15%) of the cost and other similar governmental applications as expense incurred by Tenant may reasonably deem necessary or requisite and/or Services Company in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within Alterations no later than ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertydays after written demand thereof.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby permit material alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, with respect to any specialty alterations (such as private bathrooms, raised computer floors, mezzanines, built-in filing systems and other than in a deminimus manner non-standard office installations) Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without at Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of option become a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord Landlord, and shall not be subject removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this LeaseLease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord agrees to execute such utility easementsfrom all costs, building permit applicationslosses, zoning changes expenses and other similar governmental applications as Tenant may reasonably deem necessary or requisite attorneys’ fees in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes construction or alteration and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingsrelated lien. Tenant agrees that at Landlord’s option, Landlord or a subsidiary or affiliate of Landlord, who shall reimbursereceive a fee as Landlord’s construction manager or general contractor, upon demand, shall perform or cause to be performed all outwork on any structural or building-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage system alterations to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade PropertyLeased Premises.

Alterations. Tenant shall make no alterations, additions or improvements to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar (a$1.00) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations per square foot of the Improvements improved portions of the Premises (excluding warehouse square footage) and construct additional Improvements and make substitutions and replacements for do not (i) affect the Improvements exterior of the Building or outside areas (“Alterations”or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant delivers shall give Landlord written notice of such changes which notice shall include a written statement identifying reasonably detailed description thereof. 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 reasonable requirements as to the Alterations being mademanner, when they are being made time, and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) contractor for performance of the Premises work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall not be lessened thereby other than in a deminimus manner obtain all required permits for the work and such Alterations will not permanently reduce shall perform the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and work in compliance with all applicable Legal Requirements laws, regulations and ordinances, all insurance policies required to be maintained by Tenant hereundercovenants, conditions and restrictions affecting the Project, and the Rules and Regulations (iiihereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such Alterations will not adversely affect improvements to the building systems or structural integrity of Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required Any request for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available otherwise agrees in the TI Allowance accountwriting, all necessary permits alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and approvals required to perform the proposed Alteration. All such Alterations furniture) shall be and remain part of the realty and become the property of Landlord and shall be subject to this Leasesurrendered with the Premises at the end of the Term. Landlord agrees shall have the right to execute require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary items upon the expiration or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature earlier termination of the Premises when compared to Comparable BuildingsLease Term. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with When reviewing any request plans for consent alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place remove any or all of such improvements upon the Premises any inventory, fixtures, machinery, equipment expiration or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term earlier termination of this Lease. Landlord agreesTenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, within ten (10) Business Days of Tenant’s request furniture, fixtures and other personal property at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property 's sole cost and expense provided that the holder of such security interest, or such lessor, agrees in writing to Tenant shall repair any damage which may be done caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises as a result of a removal of any at the request of Tenant’s Trade Property, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. Tenant If Landlord withholds any consent required by this Section 7.3, Landlord shall promptly repair any damage specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the Premises caused by its removal of any of Tenant’s Trade Propertyinitial Tenant Improvements Work constructed pursuant to the attached Work Letter.

Alterations. Other than the Tenant Improvements, Tenant shall make no further alterations, additions or improvements (a) Tenant may, at its expense, including funds made available sometimes referred to in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (this Paragraph collectively as “Alterations”)) to the Premises without Landlord’s prior written consent as provided herein and without a valid building permit issued by the appropriate governmental agency. Tenant shall submit to Landlord, provided for Landlord’s written approval, a written description of the Alterations that Tenant delivers a written statement identifying proposes to perform, all applications for permits for such Alterations, detailed plans and specifications for Alterations constituting Major Alterations, and such other information regarding the intended Alterations being madeas Landlord may reasonably require, when they are being made and their cost and certifying no request for Landlord’s consent to Alterations shall be deemed complete until such information is delivered. To the extent that (i) any alterations, additions or improvements to the Fair Market Value Premises constitute “Major Alterations” (as defined below), Landlord may withhold its consent in Section 2Landlord’s sole and absolute discretion; otherwise, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since to any alterations, additions or improvements to the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent Premises other than Major Alterations shall not be unreasonably withheld, conditioned or delayed. Landlord’s consent As used herein, “Major Alterations” shall not be required for Alterations mean any alterations, additions or improvements (i) which are visible from outside the Premises and/or Building (including design and aesthetic changes), and/or (ii) to the exterior of a merely cosmetic naturethe Building, the roof of the Building, the heating, ventilation and/or air conditioning systems serving the Premises, the fire sprinkler, plumbing, electrical, mechanical and/or any other systems serving the Premises, any interior, load-bearing walls, the foundation and/or the slab of the Building. If Landlord's consent is required under this Section 10 and Tenant shall notify Landlord has not provided Tenant with Landlord's approval or disapproval within twenty in writing at least fifteen (2015) days after Landlord's receipt prior to commencement of from Tenant any work to enable Landlord to post a Notice of Non-Responsibility or other notice deemed proper before the commencement of work. Any and all such alterations, additions or improvements shall comply with all Applicable Laws including, without limitation, obtaining any required permits or other governmental approvals. In addition, all Alterations shall be performed only by licensed contractors and subcontractors and shall be performed in strict compliance with all permits, any plans and specifications and other reasonable information requested from approved by Landlord, and such failure continues for ten (10) days after all conditions to Landlord's receipt of written a second request from Tenant, Landlord will be deemed ’s approval. Tenant shall cause its contractors and subcontractors to have approved the requestmaintain insurance reasonably acceptable to Landlord. Upon Landlord’s requesttermination of this Lease, any alterations, additions and improvements (including without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) made by Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain once become part of the realty and belong to Landlord unless the property terms of the applicable consent provide otherwise, or unless at the time of the applicable consent Landlord requests that part or all of the additions, alterations or improvements be removed. In such case, Tenant, at its sole cost and expense, shall promptly remove the specified additions, alterations or improvements and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes fully repair and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on restore the part of Landlord for which Landlord is not indemnified for hereunder or change the nature relevant portion(s) of the Premises when compared to Comparable Buildingsthe condition in which Tenant is otherwise required to surrender the Premises under Paragraph 17.1. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraphor anything in this Lease to the contrary, with respect to the Tenant Improvements and subsequent Alterations (unless Landlord’s applicable consent provides otherwise), Tenant may place upon shall only be required to remove alterations, additions and improvements that are not consistent with general office use (including, without limitation, laboratory related alterations, additions and improvements and restore the applicable portions of the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term their original condition upon termination of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) Tenant mayshall not make any alterations, at its expenserepairs, including funds made available in the TI Allowance accountadditions or improvements or install any cable (collectively, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying ) without first obtaining the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consentof Landlord in each instance, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding the generality of the foregoing, Landlord shall be entitled to withhold its consent to proposed Alterations if, in Landlord’s consent shall good faith judgment, any one or more of the following situations exist: (i) the proposed Alterations will adversely affect the exterior appearance of the Building; (ii) the proposed Alterations may impair the structural strength of the Building, adversely affect any Building Systems, or adversely affect the value of the Building; (iii) the proposed Alterations would trigger the necessity under Applicable Requirements or otherwise for work to be performed outside the Premises; or (iv) the proposed Alterations are not be required for Alterations consistent with, or would detract from, the character or image of a merely cosmetic naturethe Building. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty At least thirty (2030) days after Landlord's receipt before the commencement of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtainsubmit to Landlord plans, at its sole costspecifications, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform product samples of the proposed AlterationAlterations for Landlord’s review. All Landlord’s sole interest in reviewing and approving such Alterations documents is to protect Landlord’s interests, and no such review or approval by Landlord shall be and remain deemed to create any liability of any kind on the part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easementsLandlord, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability constitute a representation on the part of Landlord for which or any person consulted by Landlord is not indemnified for hereunder in connection with such review and approval that such plans or change the nature of the Premises when compared to Comparable Buildingsother documents are correct or accurate, or are in compliance with any Applicable Requirements. Tenant shall reimburse, upon demand, all pay the reasonable out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) plans, specifications and may remove the same at any time during the Term of this Lease. Landlord agreesproduct samples, if any, within ten (10) Business Days business days after receipt of an invoice therefore and reasonable supporting documentation. (b) Landlord or its affiliate shall have the right to perform Alterations on behalf of Tenant. If Landlord does not elect to perform the Alterations, the contractor and all subcontractors and suppliers used by Tenant must be approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Landlord reserves the right to require any work to be performed on the Building Systems (whether such Building Systems are located within or outside the Premises) to be performed by subcontractors specified by Landlord. Tenant shall not, either directly or indirectly, use any non-union labor. (c) All Alterations by Tenant’s request contractor shall be diligently completed in a good and workmanlike manner and in compliance with all Applicable Requirements and any Building construction rules and regulations then in effect. Tenant and Tenant’s (i) contractor, (ii) subcontractors and (iii) suppliers who provide labor or deliveries on behalf of Tenant within the Building, shall maintain such insurance as may be reasonably required by Landlord, and Tenant shall provide Landlord with evidence of such insurance prior to any such party’s entry into the Building. If Tenant or any person who is in or about the Building with the consent of Tenant shall cause any damage to the Building or the Common Areas, Tenant shall reimburse Landlord for the cost of repairs. Promptly after completion of the Alterations, Tenant shall deliver to Landlord “as built” drawings in CAD format showing the Alterations. On the first day of the month following substantial completion of any Alterations, Tenant shall pay Landlord a fee of five percent (5%) of all hard and soft costs of the Alterations to compensate Landlord for its review and coordination of the Alterations. (d) Unless otherwise provided by written agreement, all Alterations (including, but not limited to, sink units, wall-to-wall carpets, and signs) shall become the property of Landlord at the end of the Term, and shall remain upon and be surrendered with the Premises, excepting however, that at Landlord’s election, Tenant shall, at Tenant’s expense, remove any or all Alterations and restore the Premises to execute a waiver or subordination the condition prior to such Alteration (reasonable wear and tear excepted) before the last day of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property the Term, provided that the holder Landlord shall have included with its approval of such security interest, Alterations the written statement that Landlord is reserving its right to require that any or all of such lessor, agrees in writing to repair any damage which may Alterations be done to so removed and the Premises as a result of a removal of any of Tenant’s Trade Propertyso restored. If Tenant fails to so remove the Alterations or restore the Premises within the time limits provided above, Tenant shall promptly repair any damage pay Rent to Landlord as provided by Section 19.2 hereof as if Tenant had held possession of the Premises caused by its removal of any of Tenant’s Trade Propertyafter the Term, until Tenant so removes the Alterations and restores the Premises.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations 9.1 The initial improvement of the Improvements Premises under this Lease (i.e., “Landlord’s Work,” as defined in Exhibit B) shall be accomplished by Landlord or its designated contractor(s) in accordance with Exhibit B. Landlord shall deliver the Premises and construct additional Improvements and make substitutions and replacements for Tenant shall accept the Improvements (Premises in its “Alterations”)as is” condition as of the Lease Commencement Date, provided that Tenant delivers a written statement identifying Landlord shall deliver the Alterations being made, when they are being made and their cost and certifying that Premises (i) the Fair Market Value (as defined vacant, in Section 2broom clean condition, above) and free of the Premises shall not be lessened thereby other than in prior tenants and furniture, fixtures, equipment and personal belongings of a deminimus manner prior tenant, and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good with Landlord’s Work substantially complete and workmanlike manner(collectively, free of Liens the “Delivery Condition”). It is understood and agreed that the preceding sentence is not intended to waive or limit Landlord’s obligation to deliver the Premises in compliance with all applicable Legal Requirements Laws (including the ADA). Landlord is under no obligation to make any Alterations in or to the Premises or the Building except as may be otherwise expressly provided in this Lease, including Exhibit B to this Lease. Upon Tenant’s written request, Landlord shall use commercially reasonable to enforce any warranties or guaranties obtained in connection with Landlord’s Work. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and all insurance policies required absolute discretion with respect to be maintained by Tenant hereunder, Structural and (iii) such System Alterations will not adversely affect and any Alterations which are visible from the building systems or structural integrity exterior of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without first obtaining the consent of Landlord’s consent . All Alterations made by Tenant shall not be made: (a) in a good, workerlike, first class and prompt manner; (b) using new or comparable materials only; (c) by a contractor reasonably approved in writing by Landlord; (d) on days and at times reasonably approved in writing by Landlord; (e) if architectural and/or engineering plans are required for Alterations such Alterations, under the supervision of a merely cosmetic nature. If an architect reasonably approved in writing by Landlord's consent is required under this Section 10 and Landlord has not provided Tenant ; (f) in accordance with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from reasonably acceptable to Landlord, approved in writing at Landlord’s standard charge; (g) in accordance with all Laws, this Lease, and Landlord’s then-current construction rules and regulations; (h) after Tenant and its contractors have complied with the insurance requirements set forth in this Lease, and any additional insurance to be obtained by Tenant’s contractors and subcontractors as reasonably required by Landlord; and (i) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alterations in accordance with the provisions of this Lease (including, at Landlord’s reasonable request, a payment or performance bond). If any lien (or a petition to establish such failure continues for lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant within ten (10) days after thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond reasonably acceptable to Landlord's receipt . If Landlord gives its consent to the making of written a second request from Tenantany Alteration, Landlord will such consent shall not be deemed to have be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account and at Tenant’s sole cost and expense, 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 Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the requestresponsibility of Tenant. Upon All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety systems, the roof of the Building, or any areas outside of the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). In connection with any Alteration, Landlord shall be paid a construction supervision fee in an amount equal to three percent (3%) of the total cost of such Alteration. Promptly after the completion of an Alteration for which architectural and/or engineering plans were required, or which includes Cabling, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as built (or record) drawings and CAD drawings showing such Alteration in place. In addition, on Landlord’s request, Tenant shall certify the names of all contractors and subcontractors who did work on the Alterations and shall provide final lien waives from all such contractors and subcontractors and any other documentation customarily provided in the State in which the Building is located to extinguish liens. All contractors and subcontractors shall be required to procure and maintain insurance against such risks, in such amounts, and with such companies as Landlord may reasonably require. Certificates of such insurance, with copies evidence of the plans payment of premiums therefor, must be received by Landlord before any work is commenced. All contracts between Tenant and specificationsa contractor must explicitly require the contractor to (a) name Landlord and the Landlord Insured Parties as additional insureds and (b) indemnify and hold harmless Landlord and the Landlord Insured Parties. Notwithstanding anything contained in this Lease to the contrary, if available for the performance of any such additions and alterationsAlterations pursuant to the provisions of this Article IX or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Before making any Alterations, Tenant shall obtainimmediately stop the performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. 9.3 If any Alterations that require Landlord’s consent are made without the prior written consent of Landlord, then Landlord shall have the right, at its sole costTenant’s expense, including being entitled to use funds available in remove such Alterations and restore the TI Allowance account, all necessary permits Premises and approvals required the Building to perform their condition prior to the proposed Alterationcommencement of the unauthorized Alterations. All such Alterations to the Premises or the Building made by either party shall be and remain part of the realty and immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, however, that (a) subject to this Lease. Landlord agrees any applicable Landlord’s lien thereon, Tenant shall remove from the Premises, prior to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary the expiration or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature earlier termination of the Lease Term, (i) all personal property of Tenant, including without limitation movable furniture, furnishings and equipment installed in the Premises when compared to Comparable Buildings. solely at the expense of Tenant shall reimburse(“Personal Property”), upon demandand (ii) all Cabling installed by or for Tenant anywhere in the Building, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Tenant shall remove at its expense all Alterations and other items in the Premises or the Building which Landlord designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request for such determination by Tenant given with Tenant’s request for Landlord’s approval of such Alteration. Notwithstanding the foregoing paragraphforegoing, Tenant may place upon shall not be required to remove: (x) Alterations (other than Cabling) consisting of standard buildout items that are typically installed by similar tenants in multi tenanted, multi-story, first class office buildings (such as partitions, but not interior staircases, for example), unless so indicated by Landlord at the time required above; and (y) any initial Alteration made by Landlord in initially finishing and completing the Premises any inventoryin accordance with Exhibit B (i.e., fixtures, machinery, equipment Landlord’s Work). If such removal causes damage or other improvements which can be removed without structural damage injury to the Premises (“Tenant’s Trade Property”) and may remove or the same at any time during Building, then Landlord shall have the Term of this Lease. Landlord agreesright, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver repair all damage and injury to the Premises or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in the Building caused by such removal as aforesaid. Tenant expressly agrees that if any of Tenant’s Trade Personal Property is not removed by Tenant prior to the earlier of (i) the expiration (or to any bona fide lessor earlier termination) of the Lease Term or (ii) the termination of Tenant’s Trade Property provided that right of possession of the holder Premises, the same shall, at Landlord’s option, be deemed abandoned or become the property of such security interest, or such lessor, agrees in writing to repair any damage which may be done to Landlord surrendered with the Premises as a result of a removal of any of part thereof; provided, however, that Landlord shall have the right at Tenant’s Trade Propertyexpense to remove from the Premises any or all such items or to require Tenant to do the same, except as otherwise provided in this Section. If Tenant fails to return the Premises to Landlord as required by this Section, then Tenant shall promptly repair any damage pay to the Premises caused Landlord, all costs (including a construction management fee) incurred by its removal of any of Tenant’s Trade PropertyLandlord in effectuating such return.

Alterations. Tenant shall have the sole and complete right and authority, without Landlord’s consent or approval but subject to the provisions contained in any REAs and Overleases relating to alterations, to alter or change each Property Location in any way, including, without limitation, dividing each Property Location (aexcluding any subdivision of any land) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct adding additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), signage; provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2Tenant gives Landlord prior written notice of any material alterations, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed at any one time Tenant may not make any proposed structural alterations to any Property Location in a good and workmanlike manner, free excess of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000) per Lease Year, increased annually based on increases in the CPI (as defined in Section 31.16) (the “Alteration Cap”), Tenant shall have first obtained without Landlord’s prior written consent, which consent shall not be unreasonably unreasonably, withheld. , conditioned or delayed, it being understood, however, that the refusal or failure of Landlord’s Mortgagee to grant consent (to the extent required and applicable) to the alterations shall not be required a reasonable basis for Alterations Landlord to withhold its consent. For the purposes of a merely cosmetic naturethis Lease, the term “structural” shall mean the roof, foundation or load-bearing walls of any Building. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestIn addition, Tenant shall provide Landlord with copies not demolish, replace or materially alter any structural or non-structural portions of the plans and specificationsany Building or any other improvements located on a Property Location, if available for or any such additions and alterations. Before making part thereof, or make any Alterationsaddition thereto, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary whether voluntary or requisite in connection with any a repair or Restoration (as defined in Section 14.01) required by this Lease (collectively, the “Capital Improvement”), unless Tenant shall comply with the following requirements: (a) Each Capital Improvement, when completed, shall be of such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do a character as not result in any on-going liability on to materially reduce the part of Landlord for which Landlord is not indemnified for hereunder or change the nature value of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and applicable Property Location below its successors and assigns in connection with reviewing any request for consent to Tenant Alterations.value immediately before construction of such Capital Improvement was commenced; (b) Notwithstanding Each Capital Improvement shall be made with reasonable diligence (subject to Force Majeure) and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and, as applicable, any of the foregoing paragraphREAs and Overleases. No Capital Improvement shall impair the safety or structural integrity of the applicable Building; (c) In connection with the construction of any Capital Improvement, the applicable Property Location and the assets of Landlord shall (subject to the provisions of Article 26) at all times be free of liens for work, services, labor and materials supplied or claimed to have been supplied to the applicable Property Location; (d) No structural Capital Improvement shall be undertaken without obtaining the insurance required by Section 6.01 hereof, and “all risk” builder’s risk property insurance for the full replacement cost of the subject Capital Improvement on a completed value basis; (e) No Capital Improvement shall be undertaken until Tenant shall have procured and paid for, insofar as the same may place upon be required from time to time, all permits and authorizations of all governmental authorities for such Capital Improvement. Landlord shall join in the application for such permit or authorization and cooperate with Tenant and execute any additional documents as may be necessary to allow Tenant to complete the alterations and changes, provided it is made without cost, liability, obligation or expense to Landlord. Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to construction of any Capital Improvements and any failure to comply with the requirements in connection with a Capital Improvement as described in this Section; (f) All Capital Improvements shall be deemed a part of the Premises any inventoryand, fixturesexcept as set forth in Section 7.02, machinerybelong to Landlord at the expiration or early termination of the Term, equipment or other improvements which can be removed without structural damage and Tenant shall execute and deliver to Landlord such instruments as Landlord may require to evidence the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. ownership by Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises Capital Improvements; and (g) Excluding Capital Improvements required as a result of a removal any condemnation or casualty or required to comply with Legal Requirements, the maximum costs of Capital Improvements that are not substantially complete or not fully paid for by Tenant, at any one time, shall not exceed Thirty Million Dollars ($30,000,000), increased annually based on increases in the CPI. Upon completion of Tenant’s Trade Property. the Capital Improvements, Tenant shall promptly repair provide Landlord with (1) an architect’s certificate certifying that the Capital Improvements have been completed in conformity with the plans and specifications therefor (if the alterations are of such a nature as would customarily require the issuance of such certificate from an architect), (2) a certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate of occupancy under applicable Laws), and (3) any damage to the Premises caused other documents or information reasonably requested by its removal of any of Tenant’s Trade PropertyLandlord.

Alterations. Tenant shall make no alterations, additions or improvements to the Premises without Landlord’s prior written consent as provided herein and without a valid bulldlng permit issued by the appropriate governmental agency. To the extent that any alterations, additions or improvements to the Premises constitute “Major Alterations” (as defined below), Landlord may withhold its consent In Landlord’s sole and absolute discretion; otherwise, Landlord’s consent to any alterations, additions or Improvements to the Premises other than Major Alterations shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord shall not unreasonably withhold, condition or delay its consent to the initial alterations, additions and improvements included in the Tenant Improvements contemplated under paragraph 2.3. As used herein, “Major Alterations” shall mean any alterations, additions or improvements (i) which are visible from outside the Building (including design and aesthetic changes), (ii) which are structural In nature and/or (iii) to the exterior of the Building or the roof of the Building. In furtherance of the foregoing, Landlord may only withhold its consent in ▇▇▇▇▇▇▇▇’s sole and absolute discretion to ▇▇▇▇▇▇’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 (collectively, the “Building Systems”) only to the extent such proposed alteration (1) are visible from outside the Building, and/or (2) adversely affects (in the reasonable discretion of Landlord) the exterior of the Building or the roof, foundation or structural elements of the Building; otherwise, in all other cases, ▇▇▇▇▇▇▇▇’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 Applicable Laws including, 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 Improvements (including without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) made by Tenant, 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 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 maydoes 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 then Lease Term (time being of the essence), or (b) in the event Tenant has exhausted all options to renew this Lease pursuant to Paragraph 25.1, no later than the date that is seventeen (17) months prior to the expiration of the then Lease Term (time being of the essence). In the event Tenant is required to remove part of all of such Tenant additions, alterations or improvements pursuant to the foregoing sentence, Tenant, at its sole cost and expense, including funds made available shall promptly remove the specified additions, alterations or improvements and shall fully repair and restore the relevant portion(s) of the Premises to the condition in which Tenant is otherwise required to surrender the Premises under Paragraph 18.1. 6.5.1. Tenant shall have the right to make Cosmetic Alterations improvements not exceeding One Hundred Thousand Dollars ($100,000.00) in the TI Allowance accountaggregate without the consent of Landlord. As used herein, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (a “Alterations”)Cosmetic Alteration” means a cosmetic, provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying decorative nonstructural alteration that (i) is limited to the Fair Market Value (as defined in Section 2, above) interior of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the ImprovementsPremises, (ii) such Alterations shall be completed in a good and workmanlike manner, free does not affect the exterior (including the appearance) of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunderthe Building, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingsstructural. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by give Landlord and its successors and assigns in connection with reviewing written notice (including a detailed description) of any request for consent Cosmetic Alterations at least fifteen (15) business days’ prior to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place commencement of construction thereof to allow Landlord to elect under this Paragraph 6.5 whether such Cosmetic Alterations will be required to be removed upon the Premises any inventory, fixtures, machinery, equipment expiration or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term earlier termination of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. Without first obtaining the written consent of Landlord, Tenant shall not make or cause to be made to the Premises any addition, renovation, alteration, reconstruction or change (a) Tenant maycollectively, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”) (a) involving structural changes or additions, provided that Tenant delivers a written statement identifying (b) affecting the Alterations being madeexteriors of any building, or (c) cost more than $40,000 individually or, when they are being made added to all prior Alterations for the preceding 12 months, cost more than $100,000. If Landlord’s consent is required, then Tenant shall submit to Landlord detailed plans and their specifications for all proposed Alterations when requesting Landlord’s consent of such proposed Alterations. Tenant shall comply with all conditions which may be reasonably imposed by Landlord, including but not limited to Landlord’s reasonable approval of all contractors or construction techniques (but Landlord may not unreasonably impose such restrictions) and, if the estimated cost of the design and certifying that construction of the alterations exceeds $500,000, the establishment of security for payment of such amounts, and Tenant shall reimburse Landlord for architectural, engineering, or other consulting costs which reasonably may be incurred by Landlord in determining whether to approve any such Alterations. Tenant shall, before commencing any Alterations, at Tenant’s sole cost, (i) the Fair Market Value acquire (as defined in Section 2and deliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, above) of the Premises shall not be lessened thereby other than at Tenant’s sole cost, in a deminimus manner prompt and such Alterations will not permanently reduce the square footage of the Improvementsexpeditious manner), (ii) such Alterations shall be completed if the cost of the Alteration exceeds $500,000, obtain and deliver to Landlord (unless this condition is waived in writing by Landlord) a good lien and workmanlike mannercompletion bond in an amount equal to 125% of the estimated cost of the proposed Alterations, free to insure Landlord against any liability for mechanics’ liens and to ensure completion of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunderthe work, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate insurance, including workers compensation insurance, with respect to the individuals and entities installing or involved with such Alterations will not adversely affect the building systems or structural integrity (which insurance Tenant shall maintain in force until completion of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and upon installation become the property of Landlord and shall remain on and be subject to surrendered with the Premises on termination of this Lease. , except that Landlord agrees may, at its election, require Tenant to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary remove any or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature all of the Premises when compared to Comparable Buildings. Alterations, by so notifying Tenant; but Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred only be obligated to remove or restore Alterations made to the Premises by Tenant if either Landlord and its successors and assigns in connection with reviewing any did not receive a request from Tenant for consent to the Alterations (and notifies Tenant Alterations. (bprior to the expiration of this Lease that such removal will be required if Landlord was aware of the Alteration before such expiration date) Notwithstanding or Landlord, at the foregoing paragraphtime Landlord grants its consent therefor, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can states in writing that they must be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term or restored upon expiration or earlier termination of this Lease. Landlord agreesTenant may, within ten (10) Business Days at its option, remove or restore any Alterations that Tenant is required or permitted to remove or restore at any time on or before the expiration or earlier termination of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Propertythis Lease. Tenant shall promptly repair notify Landlord of the commencement date for all construction at least five (5) days prior to constructing any damage Alterations in order to the Premises caused by its removal of any of Tenant’s Trade Propertyallow Landlord an opportunity to post a notice on non-responsibility.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (a. Except as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)hereinafter expressly provided, Tenant shall have not make or permit to be made any alterations, additions, changes or improvements in or to the Leased Premises or any part thereof without first obtained obtaining the written consent of Landlord thereto (which consent Landlord agrees not to unreasonably withhold with respect to nnn-structural alterations, additions, changes or improvements, provided Tenant has fully complied with each and every term, covenant and condition in this Lease Agreement and, with respect to such alterations, additions, changes or improvements, has provided Landlord with such liability insurance policies and/or surety bonds as Landlord may reasonably request). b. Before requesting Landlord’s written 's consent, Tenant shall submit to Landlord detailed plans and specifications in duplicate of such proposed alterations, changes, additions or improvements, one of which copies may be retained by Landlord. Landlord shall be entitled to withhold its consent to any such alterations, additions, changes, or improvements, until such time as Tenant provides Landlord with reasonable evidence of the approval of such alterations, additions, changes or improvements by any and all municipal, state, federal or other governmental or other authorities, offices and departments now existing or hereafter created having jurisdiction over the Premises, and of the Board of Fire Underwriters or other like body, which approvals Tenant shall not be unreasonably withheld. obtain at its own cost and expense. c. Landlord’s consent , its architect, agents and employees, shall not be required have the right to enter upon the Leased Premises in a reasonable manner and at all reasonable times during the course of any such alterations, additions, changes or improvements for Alterations the purpose of a merely cosmetic nature. If Landlord's consent is required under this Section 10 inspection and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of finding out whether such work conforms to the approved plans and specifications and other reasonable information requested from Landlordwith the agreements herein contained. d. Any and all alterations, additions, improvements and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, changes made by Tenant at any time and all governmental approvals therefor shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall immediately be and remain part of the realty and become the property of Landlord without any payment therefor by Landlord; provided, however, that it is expressly understood and agreed that any trade fixtures or other fixtures added by Tenant shall remain the property of Tenant and may be subject to this removed by Tenant, at Tenant's expense, upon the expiration or earlier termination of the Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easementsthat any damage caused thereby is immediately repaired by Tenant. e. Tenant, building permit applicationsat its own cost and expense, zoning changes will cause any and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature all mechanics' liens and perfections of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done filed against the Leased Premises to be paid and satisfied of record within thirty (30) days after Landlord shall send to Tenant written notice by registered mail of the filing of any notice thereof against the Premises or the owner, for or purporting to be for labor or materials alleged to be furnished or to be charged by or for Tenant at the Leased Premises, or will bond such mechanics' liens and use its best efforts to have such liens discharged by an order of a court of competent jurisdiction within said thirty (30) day period. f. Any alterations, improvements or other work once begun must be prosecuted with reasonable diligence to completion and, subject to the provisions of Subsection 9(e), above, be paid for by Tenant in full, free and clear of liens or encumbrances against the Leased Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyor Landlord, and must be performed in all respects in accordance with law.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby make or perform, or permit the making or performance of, any alterations, installations, improvements, additions or other than physical changes in a deminimus manner and such Alterations will not permanently reduce or about the square footage of the Improvements, Leased Premises (iireferred to collectively as "Alterations") such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All plans, specifications and details for such Alterations, and all contractors performing the Alterations are subject to the prior written approval of Landlord’s , not to be unreasonably withheld, conditioned or delayed. In the event Landlord grants such consent and permits Tenant to contract out such work, such Alterations shall be made and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant's sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time designate; (ii) all Alterations shall be performed by adequately insured contractors approved by Landlord and in a good and workmanlike manner in accordance with all applicable Legal Requirements, and Tenant shall indemnify and hold harmless Landlord from and against any and all costs, expenses, claims, liens and damages to person or property resulting from the making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord's reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not be required for Alterations of a merely cosmetic nature. If commence any such Alteration without first obtaining Landlord's consent is required under this written approval of such plans and specifications; (vi) all Alterations in or to the electrical facilities in or serving the Leased Premises shall be subject to the provisions of Section 10 and Landlord has not provided Tenant with 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions Alteration, all Alterations shall be made and alterationsperformed in full compliance with all Legal Requirements and in accordance with the Rules and Regulations; and (viii) all materials and equipment to be incorporated in the Leased Premises as a result of all Alterations shall be of good quality. Before making If building or other permits from governmental authorities are required for any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary obtain such permits and approvals required deliver copies thereof to perform the proposed Alteration. All Landlord before work on such Alterations is begun. After any Alterations are completed, Tenant shall be and remain part cause all required governmental inspections of the realty and the property of Landlord Alterations to be made and shall be subject deliver to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature a copy of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees inspection report and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request one complete set of the "as built" plans for consent to Tenant such Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, shall not make additions any alterations to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) or modifications of the Premises or construct any improvements within the Premises until Landlord shall not have first approved, in writing, the plans and specifications therefor, which approval may be lessened thereby other than withheld in a deminimus manner and Landlord's sole discretion. All such Alterations will not permanently reduce the square footage of the Improvementsmodifications, (ii) such Alterations alterations or improvements, once so approved, shall be completed made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike mannermanner using new or like-new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, free (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at lease five business days prior written notice of Liens its intention to commence such work so that Landlord may post and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunderfile notices of non-responsibility, and (iiiiv) such Alterations will if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not adversely affect covered by insurance carried by Tenant pursuant to Paragraph 20. In no event shall Tenant make any modification, alterations or improvements whatsoever to the building systems Common Areas or the exterior or structural integrity components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Premises. Prior As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. (b) All modifications, alterations and improvements made or added to commencing any Alteration the cost of which, either alone or together with any other Alterations Premises by Tenant (other than those of a merely cosmetic nature (e.g. paintTenant's inventory, equipment, movable furniture, wall decorations and floor coveringstrade fixtures) shall be deemed real property and a part of the Premises, window treatments) made without Landlord’s consent since but shall remain the last instance in which Landlord provided written consent to Alterationsproperty of Tenant during the Lease. Any such modifications, exceeds Two Million Dollars ($2,000,000)alterations or improvements, Tenant shall have first obtained Landlord’s written consentonce completed, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If altered or removed from the Premises during the Lease Term without Landlord's consent is required under written approval first obtained in accordance with the provisions of Paragraph 14(a) above. At the expiration or sooner termination of this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance accountLease, all necessary permits such modifications, alterations and approvals required to perform the proposed Alteration. All such Alterations improvements other than Tenant's inventory, equipment, movable furniture, wall decorations and trade fixtures, shall be and remain part of the realty and automatically become the property of Landlord and shall be subject surrendered to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared as required pursuant to Comparable Buildings. Paragraph 7, unless Landlord shall require Tenant to remove any of such modifications, alterations or improvements in accordance with the provisions of Paragraph 7, in which case Tenant shall reimburseso remove same. Landlord shall have no obligations to reimburse Tenant for all or any portion of the cost or value of any such modifications, upon demandalterations or improvements so surrendered to Landlord. All modifications, all out-of-pocket fees and costs reasonably incurred alterations or improvements which are installed or constructed on or attached to the Premises by Landlord and/or at Landlord's expense shall be deemed real property and its successors a part of the Premises and assigns in connection with reviewing any request for consent shall be property of Landlord. All lighting, plumbing, electrical, heating, ventilating and air conditioning fixtures, partitioning, window coverings, wall coverings and floor coverings installed by Tenant shall be deemed improvements to Tenant Alterationsthe Premises and not trade fixtures of Tenant. (bc) Notwithstanding the foregoing paragraphTenant shall make all modifications, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other alterations and improvements which can be removed without structural damage to the Premises Premises, at its sole cost, that are required by any Law because of (“i) Tenant’s Trade 's use or occupancy of the Premises, the Building, the Common Areas or the Property”, (ii) and may remove Tenant's application for any permit or governmental approval, or (iii) Tenant's making of any modifications, alterations or improvements to or within the same Premises. If Landlord shall, at any time during the Term Lease Term, be required by any governmental authority to make any modifications, alterations or improvements to the Building or the Property, the cost incurred by Landlord in making such modifications, alterations or improvements, including interest at a rate equal to the greater of this Lease. (a) 12%, or (b) the sum of that rate quoted by ▇▇▇▇▇ Fargo Bank, N.T. & S.A. from time to time as its prime rate, plus two percent (2%) ("▇▇▇▇▇ Prime Plus Two"), shall be amortized by Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that over the holder useful life of such security interestmodifications, alterations or improvements, as determined in accordance with generally accepted accounting principles, and the monthly amortized cost of such lessormodifications, agrees alterations and improvements as so amortized shall be included in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade PropertyOperating Expenses.

Alterations. (a) Landlord’s Consent. Tenant mayshall not make any alterations, at its expenseadditions, including funds made available in the TI Allowance accountinstallations, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements substitutes or improvements (“Alterations”)) in and to the Property, provided that Tenant delivers a written statement identifying Building, Premises and/or the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made Additional Property for Parking without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained obtaining Landlord’s written consent, which consent shall not to be unreasonably withheld. Landlord’s consent Without limiting the foregoing, Alterations shall include wiring, cabling and related installations for telephone, computer, voice data and other office systems. Landlord shall not unreasonably withhold, condition or delay its consent; provided, however, that Landlord shall have no obligation to consent to Alterations that could affect any structure on the Property, Building, Premises and/or Additional Property for Parking Building or that would violate the certificate of occupancy for the Property, Building, Premises and Additional Property for Parking or any applicable law, code or ordinance or the terms of any superior lease or mortgage affecting the Property, Building, Premises and Additional Property for Parking or that would increase the rate of insurance for the Property, Building, Premises and Additional Property for Parking or would adversely affect any Building system, including, but not limited to, any mechanical, electrical, heating, ventilation or air conditioning system, fire protection system, or other system serving the Building (collectively, “Building Systems”). No consent given by Landlord shall be required deemed as a representation or warranty that such Alterations comply with laws, regulations and rules applicable to the Property, Building, Premises and Additional Property for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty Parking (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord“Laws”), and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available be solely responsible for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingscompliance therewith. Tenant shall reimburse, upon demand, all out-of-pocket fees pay Landlord’s reasonable costs of reviewing or inspecting any proposed Alterations and any other costs reasonably that may be incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertysuch Alterations.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), SIGNS ------------------- 15.1. Except as. provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 22A.1, above) of the Premises Sublessee shall not be lessened thereby other than place or construct any improvements, changes, structures, alterations or additions (cumulatively referred to in a deminimus manner and such Alterations will not permanently reduce this Article as "Alterations") in, to or upon the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made Subleased Premises without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s Sublessor's written consent, which consent shall not be unreasonably withheld. Landlord’s , conditioned or delayed; provided, Sublessor's consent shall not be required for non-structural Alterations of a merely cosmetic natureto the Facility and related structures that do not otherwise require approval under the PDA Laud Use Controls and ate otherwise in compliance with applicable laws, codes rules and regulations any related structures, systems and grounds, cost less than Two Hundred Thousand Dollars ($200,000), constitute necessary replacements, maintenance and repairs to the Facility. If LandlordUnless Sublessee is subject to an earlier notice requirement under the Sublessor's consent is .and Use Controls or other applicable requirements with respect to the information required under this Section 10 and Landlord has not provided Tenant with Landlordsection, any request for Sublessor's approval or disapproval within twenty consent shall be made upon sixty (2060) days after Landlordwritten notice and-shall be accompanied by preliminary engineering or architectural plans or, if consented to by Sublessor, working drawings. Sublessor shall endeavor, subject to PDA Land Use Controls, to provide its consent to or communicate its lack of consent and the reasons therefor within sixty-, (6Q) days of Sublessee's receipt of from Tenant of plans and specifications and other reasonable information requested from complete submissions in accordance with this paragraph. If such consent or communication is not received within said sixty (60) days, Sublessor, as Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will shall be deemed to have approved consented to the requestproposed Alterations; provided, however, that in no event shall Sublessor's failure to provide such consent or communications be deemed a consent by Sublessor or any enforcement official or municipality under the PDA Land Use Controls. Upon Landlord’s requestIf Sublessor grants its consent all such work shall be done at Sublessee's sole cost and expense, Tenant subject, in all cases, to the following covenants: (1) All work and Alterations shall provide Landlord be dune in compliance with copies all applicable governmental regulations, codes, standards or other requirements, including fire, safety and building codes and Land Use Regulations promulgated by Sublessor and with the provisions of Article 25 of this Sublease. This obligation shall include compliance with all- applicable provisions of the plans FFA (as defined in Section 25.8), including obligations imposed upon Sublessor in respect to construction and specificationsconstruction related work. (2) All Alterations shall be of such a character as not to materially reduce the value and usefulness of any of the buildings or other improvements below their value and usefulness immediately before such Alteration. All work performed hereunder shall be performed in a good and workmanlike manner, if available for any shall conform to drawings and specifications approved by Sublessor and shall not be disruptive of the overall operation the Airport. All contractors engaged by Sublessee to perform such additions and alterations. Before making work shall employ labor that can work in harmony with all elements of labor at the Airport. (3) During the period of construction of any Alterations, Tenant Sublessee or any contractor, subcontractor or sublessee of Sublessee shall obtain, at its sole cost, including being entitled maintain or cause to use funds available in be maintained the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.following insurance--

Alterations. (a) Tenant mayshall not make, at its expenseor permit to be made, including funds made available in the TI Allowance accountany alterations, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements or improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing , or any Alteration part thereof, without the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained of Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent Normal repair and maintenance work, including painting and re-carpeting, shall not be required for deemed to be an Alteration to the Premises. Any Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 to the Premises shall be at Tenant’s sole cost and Landlord has not provided Tenant expense, in compliance with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of all Applicable Laws, and in accordance with plans and specifications submitted in writing to Landlord and other reasonable information requested approved in writing. Tenant agrees not to proceed to make any Alterations, notwithstanding consent from LandlordLandlord to do so, and such failure continues for until ten (10) days after Landlord's Tenant’s receipt of such written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterationsconsent. (b) Notwithstanding All Alterations, including, but not limited to, heating, lighting, electrical, air conditioning, fire extinguishers, lighting fixtures, ballasts, light globes, and tubes, hot water heaters, fixed partitioning, drapery, wall covering and paneling, built-in cabinet work and carpeting installations made by Tenant, together with all property that has become an integral part of the foregoing paragraphBuilding, shall at once be and become the property of Landlord, and shall not be deemed trade fixtures, but are subject to removal as provided herein. (c) Tenant may place upon shall not be required to remove the Tenant Improvements from the Premises at the expiration or sooner termination of this Lease, nor shall Tenant shall be required to remove any inventoryAlterations from the Premises at the expiration or sooner termination of this Lease unless, fixtureswith respect to any such Alterations, machinery(i) Landlord notified Tenant in writing at the time of Landlord’s consent to any such Alterations that Tenant would be required to remove such Alterations from the Premises at the expiration of the Term, equipment or other improvements which can be removed without structural damage (ii) Tenant made such Alterations to the Premises (“Tenantwithout Landlord’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of prior written consent where such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyconsent is required.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements Except for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the non-structural Alterations being made, when they are being made and their cost and certifying that (i) do not exceed $40,000 in the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvementsaggregate, (ii) such Alterations shall be completed in a good and workmanlike mannerare not visible from the exterior of the Premises, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will do not adversely affect any Building System or the building systems or structural integrity strength of the Premises. Prior to commencing any Alteration Building, (iv) do not require irreparable penetrations into the cost of whichfloor, either alone ceiling or together with any other Alterations walls, (other than those of v) do not require work within the walls, below the floor or above the ceiling, (vi) do not require a merely cosmetic nature permit and (e.g. paint, wall and floor coverings, window treatmentsvii) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000)do not require a roof penetration, Tenant shall have not make or permit any Alterations in or to the Premises without first obtained obtaining Landlord’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, and (iv) Tenant shall reimburse to Landlord all costs and expenses incurred in connection with Landlord’s review of Tenant’s plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary. Upon Landlord’s request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction, it being agreed that no additional security is required for Tenant’s Initial Alterations described below. Any Alteration by or on behalf of 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, at Landlord’s option, either remain on the Premises and become the property of Landlord or be removed by Tenant, in which event Tenant will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to any Alterations being performed by, for, or on behalf of, Tenant, Landlord will notify Tenant in writing whether Tenant is required to remove the specific Alteration(s) at the expiration or termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural portion of the Premises, any Building System or any other equipment or facilities serving the Building or any occupant. Notwithstanding any provision of this Lease to the contrary, Tenant shall not make or cause to be made any roof penetration on the Premises which would affect the roof warranty, and Tenant shall not make or cause to be made any roof penetration without use of Landlord’s designated roof contractor. Notwithstanding the foregoing, Landlord approves Tenant’s plans of initial alterations, as depicted on the floor plan attached hereto as Exhibit F (the “Initial Alterations”) and Tenant’s use of Iron Construction as the general contractor; provided, however, Tenant shall obtain and comply with all permits and approvals necessary for the Initial Alterations and Tenant shall construct the Initial Alterations substantially in compliance with the plans attached hereto as Exhibit F. Tenant’s Initial Alterations shall be performed pursuant to this Section 12. Landlord also approves Tenant’s intention to convert the unfinished warehouse/storage area located in the Building to improved office space, at a later date during the Term, if at all; provided, however, (i) Tenant shall be required to obtain Landlord’s prior written consent to plans for such conversion, which consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval unreasonably withheld, conditioned or disapproval within twenty delayed, (20ii) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord obtain and comply with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform necessary for such conversion, and (iii) Tenant shall make the proposed Alterationconversion in compliance with the plans therefor converting the warehouse space into office space with similar characteristics as the existing office space, with such plans reasonably approved by Landlord (the “Warehouse Conversion”). All such Alterations shall be and remain part Upon the delivery of (i) evidence of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature completion of the Premises when compared Warehouse Conversion evidenced by proof of the final inspection and approval of the Warehouse Conversion by the appropriate governmental agency of the City of Sunnyvale, California and (ii) delivery of final lien waivers from all contractors and suppliers of materials for the Warehouse Conversion, Landlord shall, within thirty (30) days of receipt thereof, deliver to Comparable Buildings. Tenant shall reimburse, upon demand, all one hundred thousand dollars ($100,000.00) (the “Allowance”) to reimburse Tenant for its third party out-of-pocket fees costs (including, without limitation, governmental permit fees) incurred for the Warehouse Conversion. Any and all costs reasonably incurred by Tenant in excess of the Allowance are ▇▇▇▇▇▇’s obligation. If Landlord and its successors and assigns in connection with reviewing any request for consent fails to deliver the Allowance to Tenant Alterations. within thirty (b30) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days days of Tenant’s request separate written demand therefore, along with the foregoing required documentation, and at provided Landlord has not notified Tenant of any objection to the Allowance submittal invoices or the foregoing required documentation or dispute relating thereto, then Tenant shall have the right to offset such unpaid amount against Tenant’s expense, obligation to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest pay Rent until the Allowance is exhausted in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyfull.

Alterations. (a) Tenant shall not make any alterations to the Premises, or the Property without Landlord's prior written consent unless such alterations are non-structural and have a total aggregate cost of less than $3,000.00 per occurrence. If Landlord gives its consent to such alterations, Landlord may post notices in accordance with the laws of the state in which the Premises are located. All alterations made by Tenant, whether or not subject to the approval of Landlord, shall be performed by Tenant and its contractors in a first class workmanlike manner and permits and inspections shall be obtained from all required governmental entities. Any alterations made shall remain on and be surrendered with the Premises upon expiration or termination of this Lease, except that Landlord may, within thirty (30) days before or thirty (30) days after expiration of the Term, elect to require Tenant to remove some or all of the alterations which Tenant may have made to the Premises, unless Landlord has previously agreed in writing that any one or more particular such improvements need not be removed at the end of the Term. If Landlord so elects, Tenant shall at its expenseown cost restore the Premises to the condition designated by Landlord in its election, including funds made available in before the TI Allowance account, make additions to and alterations last day of the Improvements and construct additional Improvements and make substitutions and replacements Term or within thirty (30) days after notice of its election is given, whichever is later. Should Landlord consent in writing to Tenant's alteration of the Premises, Tenant shall contract with a contractor approved by Landlord for the Improvements (“Alterations”)construction of such alterations, provided that Tenant delivers a written statement identifying the Alterations being madeshall secure all appropriate governmental approvals and permits, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and complete such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and alterations with due diligence in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from approved by Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, pay all out-of-pocket fees costs for such construction and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon shall keep the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) free and may remove the same at any time during the Term clear of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage all mechanics' liens which may be done to the Premises as a result of a removal of any of from construction by Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. 6.1 Tenant shall not make any alterations, improvements or changes to the Premises (a) including installation of any security system or telephone or data communication wiring), other than the Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“"Alterations”"), provided without Landlord's prior Written consent (provided, however, that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such required to obtain Landlord's prior approval for minor, non-structural Alterations will that do not permanently reduce the square footage affect any of the ImprovementsBuilding Systems, are not visible from the exterior of the Premises, and cost less than Ten Thousand Dollars (ii$10,000.00), so long as Tenant gives Landlord notice of the proposed Alterations at least ten (10) days prior to commencement of the Alterations and complies with all of the following provisions, except that Tenant shall not e required to obtain Landlord's approval of any plans or specifications therefor). Any such Alterations shall be completed by Tenant at Tenant's sole cost and expense: (i) with due diligence, in a good and workmanlike manner, free of Liens and using new materials; (ii) in compliance with plans and specifications approved (which approval shall not be unreasonably withheld or delayed) by Landlord; (iii) in compliance with the construction roles and regulations promulgated by Landlord from time to time; (iv) in accordance with all applicable Legal Requirements and Laws (including all insurance policies work, whether structural or non-structural, inside or outside the Premises, required to be maintained comply fully with all applicable Laws and necessitated by Tenant's work); and (v) subject to all conditions which Landlord may in Landlord's discretion impose. Such conditions may include requirements for Tenant hereunderto: (i) provide payment or performance bonds or additional insurance (from Tenant or Tenant's contractors, subcontractors or design professionals); (ii) use contractors or subcontractors designated by Landlord; and (iii) such Alterations will not adversely affect the building systems remove all or structural integrity part of the Alterations prior to or upon expiration or termination of the Term, as designated by Landlord. If any work outside the Premises, or any work on or adjustment to any of the Building Systems, is required in connection with or as a result of Tenant's work, such work shall be performed at Tenant's expense by contractors designated by Landlord. Prior Landlord's right to commencing any Alteration review and approve (or withhold approval of) Tenant's plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the cost of whichProperty and Landlord's interests. No approval or consent by Landlord shall be deemed or construed to be a representation or warranty by Landlord as to the adequacy, either alone sufficiency, fitness or together suitability thereof or compliance thereof with any applicable Laws or other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without requirements. Except as otherwise provided in Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written 's consent, which consent all Alterations shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies upon installation become part of the plans realty and specifications, if available for any such additions and alterations. be the property of Landlord. 6.2 Before making any Alterations, Tenant shall obtainsubmit to Landlord for Landlord's prior approval reasonably detailed final plans and specifications prepared by a licensed architect or engineer, at its sole costa copy of the construction contract, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part name of the realty contractor and all subcontractors proposed by Tenant to make the property Alterations and a copy of the contractor's license. Tenant shall reimburse Landlord and shall be subject to this Lease. upon demand for any expenses incurred by Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alterationAlterations made by Tenant, provided such utility easements, building permit applications, zoning changes including reasonable fees charged by Landlord's contractors or consultants to review plans and other similar governmental applications do not result in any onspecifications prepared by Tenant and to update the existing as-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature built plans and specifications of the Premises when compared Building to Comparable Buildingsreflect the Alterations. Tenant shall reimburseobtain all applicable permits, upon demand, all out-of-pocket fees authorizations and costs reasonably incurred by governmental approvals and deliver copies of the same to Landlord and its successors and assigns in connection with reviewing before commencement of any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, 6.3 Tenant may place upon shall keep the Premises and the Property free and clear of all liens arising out of any inventorywork performed, fixtures, machinery, equipment materials furnished or other improvements which can be removed without structural damage obligations incurred by Tenant. If any such lien attaches to the Premises (“Tenant’s Trade or the Property”) , and may remove Tenant does not cause the same at any time during the Term of this Lease. Landlord agreesto be released by payment, bonding or otherwise within ten (10) Business Days days after the attachment thereof, Landlord shall have the right but not the obligation to cause the same to be released, and any sums expended by Landlord in connection therewith shall be payable by Tenant on demand with interest thereon from the date of Tenant’s request expenditure by Landlord at the Interest Rate (as defined in Section 15.2 - Interest). Tenant shall give Landlord at least ten (10) days' notice prior to the commencement of any Alterations and at Tenant’s expensecooperate with Landlord in posting and maintaining notices of non-responsibility in connection therewith. 6.4 Subject to the provisions of Section 5 - Use and Compliance with Laws and the foregoing provisions of this Section, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest Tenant may install and maintain furnishings, equipment, movable partitions, business equipment and other trade fixtures ("Trade Fixtures") in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property the Premises, provided that the holder Trade Fixtures do not become an integral part of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Propertyor the Building. Tenant shall promptly repair any damage to the Premises or the Building caused by its any installation or removal of any of Tenant’s such Trade PropertyFixtures.

Alterations. (a) Tenant may, from time to time, at its expense, including funds made available make alterations or improvements in and to the TI Allowance account, make additions Premises (hereinafter collectively referred to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (as “Alterations”; provided that this term shall not apply to the Tenant Improvements, which are governed by other provisions), provided that Tenant delivers a first obtains the written statement identifying consent of Landlord, which shall not be unreasonably withheld, delayed or conditioned. All of the following shall apply with respect to all Alterations: (a) the Alterations being made, when they are being made non-structural and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) structural integrity of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce affected; (b) the square footage proper functioning of the Improvementsmechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Premises shall not be adversely affected; and (c) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), , which shall not be unreasonably withheld, delayed or conditioned, and which shall be completed given or declined within ten (10) business days. If Landlord declined to give its consent Landlord shall provide the reasons with reasonably specificity, and Tenant may resubmit a request for approval which addresses such reasons, which shall again but subject to the above-referenced 10-day provision; and (iii) cause any contractors or others engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 10 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and any other reasonably restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, free of Liens using new materials and equipment at least equal in compliance with all applicable Legal Requirements quality and class to the standards for the Premises established by Landlord. With respect to any and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without for which Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s requestrequired, Tenant shall provide Landlord with “as built” plans, copies of the plans and specificationsall construction contracts, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary governmental permits and approvals required certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to perform any Alterations is required, and Landlord provides that consent, then at the proposed Alteration. All time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations shall be and remain part of at the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary expiration or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term termination of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) Tenant mayshall be permitted to make, at its sole cost and expense, including funds made available in the TI Allowance account, make non-structural alterations and additions to and alterations the interior of the Premises without obtaining Landlord’s prior written consent, provided said alterations are not part of Tenant’s Wi-Fi Network (defined hereinbelow), do not affect the Building systems and the cost of such alterations does not exceed Fifty Thousand Dollars ($50,000) each job and One Hundred Thousand Dollars ($100,000) cumulatively each calendar year (the “Permitted Improvements”). Tenant, however, shall first notify Landlord of such Permitted Improvements and construct additional Improvements and make substitutions and replacements so that Landlord may post a Notice of Non-Responsibility on the Premises. Except for the Improvements Permitted Improvements, Tenant shall neither install any signs, fixtures, or improvements, nor make or permit any other alterations or additions (individually, an “Alteration”, and collectively, “Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of to the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce without the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained of Landlord’s written consent, which consent shall not be unreasonably withheld. Landlord’s consent shall withheld so long as any such Alteration does not be required for Alterations affect the Building systems, structural integrity or structural components of a merely cosmetic naturethe Premises or Building. If Landlord's consent any such Alteration is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from expressly permitted by Landlord, and such failure continues for Tenant shall deliver at least ten (10) days after prior written notice to Landlord's receipt , from the date Tenant commences construction, sufficient to enable Landlord to post and record a Notice of written a second request from Tenant, Landlord will be deemed to have approved the requestNon-Responsibility. Upon Landlord’s request, Tenant shall provide Landlord with copies obtain all permits or other governmental approvals prior to commencing any work and deliver a copy of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled same to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed AlterationLandlord. All such Alterations shall be (i) at Tenant’s sole cost and remain part of the realty expense in accordance with plans and the property of Landlord specifications which have been previously submitted to and approved in writing by Landlord, and shall be subject installed by a licensed, insured (and bonded, at Landlord’s option) contractor (reasonably approved by Landlord) in compliance with all applicable Laws, Development Documents, Recorded Matters, and Rules and Regulations and (ii) performed in a good and workmanlike manner and so as not to this Leaseobstruct access to any portion of the Project or any business of Landlord or any other tenant. Landlord agrees to execute such utility easementsLandlord’s approval of any plans, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary specifications or requisite in connection with working drawings for Tenant’s Alterations shall neither create nor impose any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going responsibility or liability on the part of Landlord for which Landlord is not indemnified for hereunder their completeness, design sufficiency, or change the nature of the Premises when compared to Comparable Buildingscompliance with any Laws. As Additional Rent, Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agreesreimburse Landlord, within ten (10) Business Days of days after demand, for actual and reasonable legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant’s request Alterations, plus Tenant shall pay to Landlord a fee equal to five percent (5%) of the total cost of the Alterations. If Tenant makes any Alterations, Tenant shall carry “Builder’s All Risk” insurance, in an amount approved by Landlord and at Tenant’s expense, to execute a waiver or subordination such other insurance as Landlord may require. All such Alterations shall be insured by Tenant in accordance with Section 12 of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Propertythis Lease immediately upon completion. Tenant shall promptly repair any damage to keep the Premises caused by its removal and the Lot on which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to commencing any Alterations, (a) cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and (b) provide such assurances to Landlord, including without limitation, waivers of lien, surety company performance bonds (for projects estimated to cost in excess of $150,000) as Landlord shall require to assure payment of the costs thereof to protect Landlord and the Project from and against any mechanic’s, materialmen’s Trade Propertyor other liens.

Alterations. Tenant shall not make or suffer or allow to be made any alterations, additions or improvements in or to the Premises (collectively, “Alterations”) without first obtaining Landlord’s written consent based on detailed plans and specifications submitted by Tenant; provided Landlord’s consent will not be required if (a) Tenant maythe proposed Alterations will not affect the structure or the mechanical, at its expenseelectrical, including funds made available in the TI Allowance accountHVAC, make additions to and alterations plumbing or life safety systems of the Improvements Building and construct additional Improvements (b) the total cost to acquire and make substitutions and replacements for install the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the proposed Alterations being made, when they are being made and their cost and certifying that will be no more than (i) the Fair Market Value (as defined $15,000.00 in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner any one instance and such Alterations will not permanently reduce the square footage of the Improvements, (ii) $25,000.00 in the aggregate during any calendar year. In all other instances where Landlord’s consent is so required, it may be granted or withheld by Landlord in its sole and absolute discretion. In all events, Tenant shall notify Landlord prior to commencing Alterations other than de minimis Alterations, and Landlord shall have the right, at Landlord’s election, to supervise the Alterations work. Tenant agrees that all such Alterations work (regardless of whether Landlord’s consent is required) shall be completed done at Tenant’s sole cost and expense, in accordance with the plans and specifications approved by Landlord and in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect that the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent Building shall not be unreasonably withheldimpaired, and that no liens shall attach to all or any part of the Premises, the Building, or the Property by reason thereof. In addition to the foregoing, Tenant agrees to pay to Landlord, as Additional Rent, Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 reasonable costs and Landlord has not provided Tenant expenses paid or incurred in connection with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant ’s review of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies project supervision relating to Tenant’s design and installation of Alterations at the plans and specifications, if available for any such additions and alterationsPremises. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance accountexpense, all necessary permits and approvals required to perform the proposed Alteration. All for such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterationswork. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) Tenant may, Landlord agrees to install at its Landlord’s cost and expense, including funds made available the improvements described in EXHIBIT C attached hereto (the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“AlterationsImprovements”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) all of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations which shall be completed and remain the property of Landlord. Landlord shall perform such work diligently in a good and workmanlike mannermanner in substantial conformance with the plans and specifications attached as EXHIBIT C (including the drawings, free schedules, specifications and AutoCAD Files referenced therein) or otherwise approved by Tenant, and in accordance with all applicable governmental laws, rules, regulations and other requirements. Landlord will apply for and obtain all permits, licenses and certificates necessary for installation of Liens the Improvement described in EXHIBIT C. All other improvements, alterations, additions, partitions, fixtures, removals and restoration to the Leased Premises (the “Tenant’s Improvements”) shall be installed at the cost and expense of Tenant (which cost shall be payable on demand as Rent to Landlord), but only if such improvements, alterations, partitions, fixtures, removals and/or restorations are: (i) approved in advance by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; (ii) made in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord; (iii) performed in accordance with and in compliance with all applicable Legal Requirements governmental laws, ordinances, rules and all insurance policies required to be maintained by Tenant hereunder, and regulations; (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatmentsiv) made without Landlord’s consent since the last instance or performed only by Landlord or by contractors and subcontractors approved in writing by Landlord (which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent approval shall not be unreasonably withheld); and (v) performed in a good workmanlike manner and diligently prosecuted and so as not to damage the structure or structural qualities of the Building. Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved Notwithstanding the request. Upon Landlord’s requestforegoing, Tenant shall provide have the right, upon prior written notice to Landlord with copies but without Landlord’s consent, to make any Tenant’s Improvements to the Leased Premises which do not affect the structure and the mechanical, electrical, plumbing and life safety systems of the plans Building and specifications, if available for do not exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00) in aggregate in any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alterationconsecutive twelve (12) month period. All such Alterations Tenant’s Improvements shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. , provided, however, that, unless Landlord agreesotherwise elects as hereinafter provided, within ten (10) Business Days of all said Tenant’s request Improvements shall, upon the expiration or termination of this Lease, or the earlier vacation of the Leased Premises, become and be deemed to be the property of Landlord and title thereto shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale without further act or deed on the part of Tenant and Tenant shall, at Landlord’s request, promptly execute and deliver such bills of sale or other documents or instruments as Landlord may deem necessary or desirable to evidence the foregoing. Notwithstanding anything to the contrary contained in the foregoing, Tenant shall remove all Tenant’s expenseImprovements (and any wiring and cabling or similar improvements installed by Tenant as part of the initial Improvements or as part of the initial Tenant’s Improvements) and restore the Leased Premises to its condition prior to the installation or construction thereof by the date of expiration of this Lease or in the event of the earlier vacation of the Leased Premises or termination of this Lease, to execute a waiver unless, at the time of Landlord’s approval, or subordination if Landlord’s approval is not required, at the time of its statutory or contractual landlord’s lien original installation, Landlord agreed in writing that such removal was not required. Tenant shall, prior to any holder such construction or work, provide such assurances to Landlord, including but not limited to, waivers of a valid security interest in lien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any of Tenantloss from any mechanics’, laborers’, materialmen’s Trade Property or to other liens. Tenant hereby indemnifies and saves Landlord harmless from and against any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interestand all loss, liability, damage, penalty, cost, expense or such lessorfee (including, agrees in writing to repair any damage which may be done to the Premises without limitation, court costs and reasonable attorneys’ fees) incurred by or asserted against Landlord as a result of a removal the existence or threat of any lien against the Building, Leased Premises or Property. At Landlord’s request, Tenant will notify any contractors, subcontractors and materialmen performing work on, or supplying materials for, the Leased Premises that Tenant is not acting as the agent of Landlord in connection with any such work and/or shall post signs on the Leased Premises to that effect. All risk of loss with respect to the Tenant’s Improvements during the Term hereof shall be the sole responsibility of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that shall not (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such make any Capital Alterations will not permanently reduce the square footage of the Improvementson or to any Leased Property, (ii) such Alterations shall be completed in a good and workmanlike manner, free enlarge or reduce the size of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and any Facility and/or (iii) such make any Capital Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone other Alterations that would tie in or together connect with any other Alterations (other than those of a merely cosmetic nature (e.g. paintimprovements on property adjacent to the Land. Tenant may, wall and floor coverings, window treatments) made without Landlord’s consent since consent, make any alterations, additions, or improvements (collectively, with the last instance alterations described in which Landlord provided written consent items (i) – (iii) of the preceding sentence, “Alterations”) to Alterations, exceeds Two Million Dollars any Leased Property if such Alterations are not of the type described in clause ($2,000,000i), Tenant shall have first obtained Landlord’s written consent(ii) or (iii) above, which consent shall so long as in each case: (w) the same do not be unreasonably withheld(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) the cost thereof does not exceed, in the aggregate, $250,000.00 for any consecutive twelve (12) month period with respect to any single Facility. Except for those limited Alterations that expressly do not require Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed pursuant to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance accountpreceding sentence, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this LeaseLandlord’s prior written consent, in Landlord’s reasonable discretion. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite To the extent Landlord’s prior written consent shall be required in connection with any Alterations, Landlord may impose such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns conditions thereon in connection with reviewing any request for consent to Tenant Alterations. (b) its reasonable approval thereof as Landlord deems appropriate. Notwithstanding the foregoing paragraphforegoing, Tenant may place upon Landlord agrees that painting, landscaping, and replacement of floor, wall and window coverings shall be deemed Alterations that do not require Landlord’s consent, regardless of the Premises any inventorycost thereof, fixtures, machinery, equipment or other improvements which can be removed without structural damage to so long as the Premises same meet the requirements of clauses (“Tenant’s Trade Property”x) and may remove (y) above, and the same at any time during cost thereof shall not be counted towards the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyabove-referenced $250,000.00 threshold.

Alterations. Tenant shall not make any alterations, additions or improvements to the Premises (a) Tenant maycollectively, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”)) without the prior written consent of Landlord, provided that Tenant delivers a written statement identifying except for the Alterations being madeinstallation of unattached, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2movable trade fixtures which may be installed without drilling, above) of cutting or otherwise defacing the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent approval shall not be unreasonably withheld. Tenant shall furnish complete plans and specifications to Landlord for its approval at the time Tenant requests Landlord’s consent shall not be required for to any Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval if the desired Alterations: (i) may affect the Building’s Systems or disapproval within twenty Building’s Structure; (20ii) days after Landlord's receipt of are visible from Tenant outside the Premises; (iii) will require the filing of plans and specifications with any governmental or quasi-govermental agency or authority; (iv) will cost in excess of Ten Dollars ($10.00) per rentable square foot of the affected area; or (v) will require a building permit or similar governmental approval to undertake. Subsequent to obtaining Landlord’s consent and other reasonable information requested from Landlordprior to commencement of the Alterations, Tenant shall deliver to Landlord any building permit required by applicable Law and such failure continues for a copy of the executed construction contract(s). Tenant shall reimburse Landlord as Additional Rent within ten (10) days after Landlord's receipt the rendition of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon ▇▇▇▇ for all of Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all reasonable actual out-of-pocket costs incurred in connection with any Alterations, including all management, engineering, outside Consulting, and construction fees incurred by or on behalf of Landlord for the review and approval of Tenant’s plans and specifications and for the monitoring of construction of the Alterations provided in no event shall the aggregate of such fees exceed five percent (5%) of the amount of the construction contract. If Landlord consents to the making of any Alteration, such Alteration shall be made by Tenant at Tenant’s sole cost and expense by a contractor approved in writing by Landlord. Tenant shall require its contractor to maintain insurance in such amounts and in such form as Landlord may reasonably require. Without Landlord’s prior written consent, Tenant shall not use any portion of the Common Areas either within or without the Project or Complex, as applicable, 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 upon demand for all costs reasonably and expenses incurred by Landlord in making such alterations and/or improvements. Any Alterations made by Tenant shall become the property of Landlord upon installation and its successors shall remain on and assigns in connection be surrendered with reviewing any request for the Premises upon the expiration or sooner termination of this Lease or Tenant’s right to possession of the Premises, unless Landlord requires the removal of such Alterations by notifying Tenant of such requirement at the time Tenant requests Landlord’s consent to such Alterations, or if no consent is required, when Tenant notifies Landlord of its plans for such Alterations. (b) Notwithstanding . If Landlord requires the foregoing paragraphremoval of such Alterations, Tenant may place upon shall at its sole cost and expense, forthwith and with all due diligence (but in any event not later than ten (10) business days after the expiration or earlier termination of this Lease or Tenant’s right to possession of the Premises) remove all or any portion of any Alterations made by Tenant which are designated by Landlord to be removed (including without limitation stairs, bank vaults, and cabling, if applicable) and repair and restore the Premises any inventoryin a good and workmanlike manner to their original condition, fixtures, machinery, equipment or other improvements which can be removed without structural damage to reasonable wear and tear excepted. All construction work doně by Tenant within the Premises (“Tenant’s Trade Property”) shall be performed in a good and may remove workmanlike manner with new materials of first-class quality, lien-free and in compliance with all Laws, and in such manner as to cause a minimum of interference with other construction in progress and with the same at transaction of business in the Project or Complex, as applicable. Tenant agrees to indemnify, defend and hold Landlord harmless against any time during loss, liability or damage resulting from such work. The foregoing indemnity shall survive the Term expiration or earlier termination of this Lease. Landlord agreesLandlord’s consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, within ten 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 (10A) Business Days of plenum rated and/or have a composition makeup suited for its environmental use in accordance with NFPA 70/National Electrical Code; (B) labeled every 3 meters with the Tenant’s request name and origination and destination points; (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 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 (if applicable), and such other information as Landlord may reasonably request. The routing plan shall be available to Landlord and its agents at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade PropertyBuilding upon request.

Alterations. (a) Tenant mayshall make no alterations, at its expenseadditions or improvements to the Premises without Landlord’s prior written consent as provided herein and without a valid building permit issued by the appropriate governmental agency. To the extent that any alterations, including funds made available in additions or improvements to the TI Allowance account, make additions to and alterations of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (Premises constitute “Major Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value ” (as defined below), Landlord may withhold its consent in Section 2Landlord’s sole and absolute discretion; otherwise, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since to any alterations, additions or improvements to the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent Premises other than Major Alterations shall not be unreasonably withheld. As used herein, “Major Alterations” shall mean any alterations, additions or improvements (i) which are visible from outside the Premises and/or Building (including design and aesthetic changes), and/or (ii) to the exterior of the Building, the roof of the Building, the heating, ventilation and/or air conditioning systems serving the Premises, the fire sprinkler, plumbing, electrical, mechanical and/or any other systems serving the Premises, any interior, load-bearing walls, foundation and/or the floor slab of the Building and/or Premises. “Cosmetic Alterations” shall mean alterations, additions or improvements to the interior of the Premises which do not constitute Major Alterations, are cosmetic in nature and have a cost (per project) not more than Thirty Thousand and No/100 Dollars ($30,000.00), for which Landlord’s prior written consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant complies with Landlord's approval or disapproval within twenty all other requirements of this Paragraph 6.5. Tenant shall notify Landlord in writing at least fifteen (2015) days after Landlord's receipt prior to commencement of from Tenant any such work to enable Landlord to post a Notice of plans Non-Responsibility or other notice deemed proper before the commencement of such work. Any and specifications all such alterations, additions or improvements shall comply with all Applicable Laws including, without limitation, obtaining any required permits or other governmental approvals. Upon termination of this Lease, any alterations, additions and other reasonable information requested from Landlordimprovements (including without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and such failure continues for ten (10physically attached fixtures) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the request. Upon Landlord’s request, made by Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain once become part of the realty and belong to Landlord unless the property terms of the applicable consent provide otherwise, or Landlord requests that part or all of the additions, alterations or improvements be removed. In such case, Tenant, at its sole cost and expense, shall promptly remove the specified additions, alterations or improvements and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes fully repair and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on restore the part of Landlord for which Landlord is not indemnified for hereunder or change the nature relevant portion(s) of the Premises when compared to Comparable Buildings. the condition in which Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent is otherwise required to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon surrender the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Propertyunder Paragraph 18.1.

Alterations. (a) Tenant mayshall not make or suffer to be made any alteration, at its expense, including funds made available in the TI Allowance account, make additions addition or improvement to and alterations or of the Improvements and construct additional Improvements and make substitutions and replacements for the Improvements Premises or any part thereof (collectively referred to herein as “Alterationsalterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that ) without (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided prior written consent to Alterations, exceeds Two Million Dollars of Landlord ($2,000,000), Tenant shall have first obtained Landlord’s written consent, which consent shall not be unreasonably withheldwithheld and Landlord further agrees that Landlord shall not raise the basic rent as of condition of such consent), (ii) a valid building permit issued by the appropriate governmental authority and (iii) otherwise complying with all applicable laws, regulations and requirements of governmental agencies having jurisdiction and with the rules, regulations and requirements of any board of fire underwriters or similar body. Any alteration made by Tenant (excluding moveable furniture and trade fixtures not attached to the Premises) shall at once become a part of the Premises and belong to Landlord’s consent . Without limiting the foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and subpanels), air conditioning, partitioning, drapery and carpet installations made by Tenant, regardless of how attached to the Premises, together with all other alterations that have become an integral part of the Project in which the Premises are a part, shall be and become part of the Premises and belong to Landlord upon installation and shall not be required for Alterations deemed trade fixtures, and shall remain upon and be surrendered with the Premises at the termination of a merely cosmetic naturethe lease. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt consents to the making of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from any alteration by Tenant, Landlord will the same shall be deemed to have approved the request. Upon Landlord’s request, made by Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole costrisk, including being entitled cost and expense and only after Landlord’s written approval of any contractor or person selected by Tenant for that purpose (provided that Landlord waives the right to use funds available in approve such contractor or person if the TI Allowance accountsame is a duly licensed contractor and a valid building permit is issued by the appropriate governmental authority), all necessary permits and approvals required to perform the proposed Alteration. All such Alterations same shall be made at such time and remain part of the realty and the property of in such manner as Landlord and shall be subject may from time to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildingstime designate. Tenant shall reimburseshall, upon demandif required by Landlord, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and secure at Tenant’s cost a completion and lien indemnity bond for such work. Upon the expiration or sooner termination of the term, Landlord may, at is sole option, require Tenant, at Tenant’s sole cost and expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien promptly both remove any such alteration made by Tenant and designated by Landlord to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly removed and repair any damage to the Premises caused by its removal such removal. Any moveable furniture and equipment or trade fixtures remaining on the Premises at the expiration or other termination of the term shall become the property of the Landlord unless promptly removed by Tenant. If during the term, and subject to paragraph 7 above, any alteration, addition or change of the Premises or the Project is required by law, regulation, ordinance or order of any public or quasi-public authority, Tenant, at its sole cost and expense, shall promptly make the same. If during the term any alterations, additions or changes to the Common Area or to the Project in which the Premises is located is required by law, regulation, ordinance or order of Tenantany public or quasi-public authority, and it is impractical in the Landlord’s Trade Propertyjudgment for the affected tenants to individually make such alterations, additions or changes, Landlord shall make such alterations, additions or changes and the cost thereof shall be a common area charge and Tenant shall pay its percentage share of such cost to Landlord as provided in paragraph 16.