Common use of Alterations Clause in Contracts

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice At any time and from time to Landlordtime during the Term, Tenant shall have may perform such alteration, renovation, repair, refurbishment, and other work (herein such matters being connectively called the right to make any Alteration(s"ALTERATIONS") with regard to any Leased PropertyImprovements as Tenant may elect. All buildings, that structures, and other improvements located at any time on the Land are non-structural herein called the "IMPROVEMENTS." Any and the cost of which does not exceed the Threshold Amount all alteration, renovation, repair, refurbishment, or other work with respect to such Leased Propertyregard thereto shall be performed, in accordance with the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.following "CONSTRUCTION STANDARDS" herein so referenced): (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any All such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations work shall be performed in a good and workmanlike manner, and manner in accordance with good industry practice for the type of work in question; (ii) All such construction or work shall be expeditiously completed done in compliance with all Legal Requirements; applicable building codes, ordinances, and other laws or regulations of Governmental Authorities having jurisdiction; (iii) no No such Alteration construction or work shall change the permitted use be commenced until there shall have been first obtained all licenses, permits, and authorizations required of the affected Leased Property (as described in Paragraph 4), all Governmental Authorities having jurisdiction; (iv) all Tenant shall have obtained and shall maintain in force and effect the insurance coverage required in Article 7 with respect to the type of construction or work done in connection with any such Alteration shall comply with all Insurance Requirements; question; (v) Tenant After commencement, such construction or work shall timely pay all costs and expenses of any such Alteration and shall (subject be prosecuted with due diligence to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; its completion; (vi) Tenant Without the prior written consent of Landlord, which shall procure not be unreasonably withheld or delayed and pay shall be deemed given if a request is not approved or denied within thirty (30) days after receipt, no Alteration shall be made which (x) involves any material repairs or modifications to the structural portions of the Premises, or (y) would impair the market value, structural integrity or usefulness of the Premises for all permits and licenses required in connection with any such Alterationthe purposes for which the same are presently being used; and (vii) no such Alteration Tenant shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case furnish Landlord with a copy of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with all plans and specifications which shall be submitted relating to Landlord prior each Alteration to the commencement of the Alterationsextent that such plans and specifications have been furnished to Tenant. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property Premises shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property Premises (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property Premises and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyAmount, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property Premises as if originally demised herein.

Alterations. (a) Upon prior written notice Borrower and Operating Lessee may, without Lender’s consent, perform alterations to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural Improvements and the cost of Equipment which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuingdo not constitute a Material Alteration (or are otherwise approved by Lender), (ii) Tenant complies with clause (c) do not materially adversely affect Borrower’s or Operating Lessee’s financial condition or the value or net operating income of this Pxxxxxxxx 00, (xxx) prior to making the Properties or of any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect theretoIndividual Property, and (iviii) Landlord are in the ordinary course of Borrower’s and Operating Lessee’s business (it being understood that nothing in this clause (iii) shall have consented prohibit Borrower from carrying out FF&E Work to such Alterations in writing, which the extent the same constitutes an Approved FF&E Expense or PIP Work to the extent the same constitutes an Approved Scheduled PIP Expense). Neither Borrower nor Operating Lessee shall perform any Material Alteration without Lender’s prior written consent shall not to be unreasonably withheld, conditioned or delayed. (c) In connection . Lender may, as a condition to giving its consent to a Material Alteration with respect to any Alterationone or more Individual Properties, require that Borrower or Operating Lessee deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s and Operating Lessee’s Obligations under the Loan Documents, which security may be any of the following: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alterationcash, or its structural integrity impaired; (ii) all such Alterations a Letter of Credit, (iii) U.S. Obligations, or (iv) other securities acceptable to Lender, provided that in the case of this clause (iv), Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be performed in an amount equal to the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements at such Individual Property(ies) (other than such amounts to be paid or reimbursed by tenants under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s or Operating Lessee’s written request and provided each of the conditions below shall have been satisfied, Lender will disburse funds from any Material Alteration security that is cash to fund (or reimburse Borrower or Operating Lessee, as applicable, for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any Letter of Credit in consideration of Borrower’s or Operating Lessee’s funding of the cost of the Material Alterations (such reduction being in the amount of such funding), in each case, within twenty (20) days following Lender’s receipt of Borrower’s or Operating Lessee’s written request. Lender’s obligation to make disbursements hereunder shall be subject to the satisfaction of each of the following conditions: (x) as of the date of Borrower’s or Operating Lessee’s request, and as of the date of disbursement, no Event of Default shall have occurred and be continuing, (y) Borrower’s or Operating Lessee’s written request shall be accompanied by: (1) copies of all bills and invoices evidencing such costs (and the same shall be subject to Lender’s reasonable review), (2) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are costs of an approved Material Alteration, and a description thereof, (B) stating that the portion of such approved Material Alteration to be funded by the requested disbursement has been completed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer manner and in accordance with plans all applicable Legal Requirements, (C) stating that the portion of such Material Alteration to be funded has not been the subject of a previous disbursement and specifications that all prior releases, disbursement, or returns of security have been applied by Borrower or Operating Lessee to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender in its reasonable discretion that the balance of the cash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material Alteration, after giving effect to the requested disbursement, will be sufficient to cover the remaining cost of such Material Alteration, (4) evidence that all contracts, subcontractors and materialmen who provided work materials or services in connection with such portion of the Material Alterations covered by such disbursement have been paid in full (or will be paid in full from such disbursement) and have delivered appropriate lien waivers and/or releases (or will deliver them in connection with such disbursement); (5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower or Operating Lessee. Upon substantial completion of any Material Alteration, Borrower or Operating Lessee shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower or Operating Lessee has provided cash security, as provided above, except to the extent applied by Lender to fund such Material Alterations, such cash shall be submitted released by Lender to Landlord prior fund such Material Alterations, and if Borrower or Operating Lessee has provided non-cash security, as provided above, except to the commencement extent applied by Lender to fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part requirements of the related Leased Property as if originally demised hereinpreceding sentence.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, Provided that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Lease Event of Default has occurred and is then continuing, at any time and from time to time, Lessee, at its sole cost and expense, may make (ii1) Tenant complies with clause non-structural Alterations to the Property; and (c2) of this Pxxxxxxxx 00, structural Alterations to the Property costing less than $1,000,000 (xxxthe “Threshold Amount”) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect theretowithout notice or consent, and (iv) Landlord shall have consented to such structural Alterations in writingan amount at or above the Threshold Amount after giving prior written notice to Lessor, the Servicer, the Indenture Trustee and the Surety, and obtaining Lessor’s, the Servicer’s (acting on behalf of the Indenture Trustee) and the Surety’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that no Alteration (whether consent is necessary or not) shall (i) impair in any material respect the utility, remaining useful life, or current or residual fair market value of the Property, in each case assuming that the Improvements are then being operated and maintained in accordance with this Article 8, (ii) cause the Property to be characterized as “limited use property” (as described in Section 5.02 of Revenue Procedure 2001-28), (iii) remove any Nonseverable equipment now or hereafter on the Property (unless to replace it with similar equipment), (iv) increase in any material respect the risk of liability to the Lessor or the Indenture Trustee under any Environmental Laws, or (v) materially and permanently reduce the usable square footage of the Improvements, or would materially weaken, temporarily (other than during construction or repair of the structure) or permanently, the structure of the Improvements or any part thereof, or reduce the permitted uses thereof under applicable zoning or land use laws so as to materially reduce the current or residual fair market value of the Property. Any Alterations not expressly permitted hereunder shall require Lessor’s, the Indenture Trustee’s and the Surety’s consent, not to be unreasonably withheld, conditioned or delayed. The foregoing Threshold Amount shall be increased on every annual anniversary date of the Closing Date in the same proportion that the CPI increases over such annual period. Notwithstanding the requirements for notice and consent set forth above, Lessee may, in good faith, make any repairs (structural or non-structural) required by virtue of an emergency, without satisfying any otherwise applicable notice and/or consent requirement, provided Lessee notifies Lessor of such repair (to the extent otherwise required) as promptly as is reasonably practical, after the emergency and obtains Lessor’s, the Servicer’s (acting on behalf of the Indenture Trustee) and the Surety’s approval thereof (if consent would otherwise have been required) in the manner required in Section 8.3(c) below, to the repairs made, and otherwise satisfies the provisions of this Section 8.3, all as promptly as practicable. Lessor shall approve any work already performed or being performed unless such work either violates the terms of this Lease or violates Applicable Law. (cb) Every Alteration shall comply with the following terms (which compliance shall be at Lessee’s sole cost and expense): (i) shall be made with drawings for non-structural Alterations and with plans prepared by a certified architect or civil engineer who shall be licensed in the appropriate jurisdiction to the extent required for the filing of any plans in connection with any structural Alterations (which architect may be an employee of Lessee or its Affiliates); and shall be done under the supervision of such architect or engineer, or other reasonably capable person, and copies of any such plans for structural Alterations in excess of the Threshold Amount as required hereunder shall be delivered to Lessor and Indenture Trustee at the time they are submitted for permit application (or if no permit is necessary, prior to commencement of renovation or construction), (ii) the structural integrity of the existing Improvements will not be materially impaired upon completion of such work, (iii) Lessee shall obtain any licenses, approvals or permits required (including final approvals), copies of which shall be delivered to Lessor, the Servicer or the Indenture Trustee upon written request by such party, and (iv) such Alterations will not encroach upon any adjacent premises. Lessor agrees to cooperate with Lessee (at no cost to Lessor) in signing permit applications and similar documents to the extent required for any Alteration. Lessee shall submit such applications or similar documents to Lessor to the extent Lessor’s approval is required for the subject Alteration. Lessee may execute such applications or similar documents on behalf of and (if necessary) in the name of, Lessor for all Alterations for which Lessor’s, the Servicer’s (acting on behalf of the Indenture Trustee) and the Surety’s consent is not required, and for Alterations for which Lessor’s, the Servicer’s (acting on behalf of the Indenture Trustee) and the Surety’s consent is required and has been granted, but Lessor has not executed such documents within 20 days of request therefor, which request must state in boldface that failure to execute such documents shall allow Lessee to do so. Lessee shall promptly furnish Lessor with copies of all documents Lessee has signed on behalf of Lessor. Nothing herein shall be deemed to impose any liability or responsibility on Lessor for performance or payment of such Alteration. Any Claim asserted against or incurred by Lessor arising out of the foregoing shall be indemnified by Lessee pursuant to the terms of Section 19.1, below. In connection with any Alteration: (i) the fair market value of the affected Leased Property , Lessee shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) perform and complete all such Alterations shall be performed work promptly and in a good and workmanlike manner, and shall be expeditiously completed first class manner in compliance with all Legal Requirements; (iii) no such Alteration shall change Applicable Laws and the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of LandlordSurety, shall be free Lessor and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.Indenture

Alterations. (a) Upon Borrower shall obtain Lender’s prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) consent to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) alterations to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingImprovements, which consent shall not be unreasonably withheldwithheld except with respect to any alterations to any Improvements which may have a material adverse effect on Borrower’s financial condition, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of any Property or the affected Leased Property Net Operating Income with respect to any Property. Notwithstanding the foregoing, Lender’s consent shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of any Property or the Net Operating Income with respect to any Property, provided that such Alteration; alterations (viia) no are either work performed pursuant to the terms of any Lease approved or deemed approved in accordance with the terms hereof, or the costs for such Alteration shall create alterations are adequately covered in the current Approved Annual Budget, (b) do not adversely affect any debt structural component of any Improvements, any utility or other encumbrance(s) on HVAC system contained in any Improvements or the affected Leased Property exterior of any Building constituting a part of any Improvements and (viiic) in the case aggregate cost thereof for all of the Properties combined (not including the cost of any Alteration previous alterations which have been satisfactorily completed and indefeasibly paid for in full prior to the estimated cost commencement of which in such new alterations), and for any one instance exceeds individual Property, does not exceed the Threshold Amount for the affected Leased applicable Property, such Alterations shall be made under or (d) are performed in connection with Restoration after the supervision occurrence of an architect or engineer and a Casualty in accordance with plans the terms and specifications provisions of this Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for the Obligations any of the following: (i) cash or U.S. Obligations or (ii) an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (y) having a rating by S&P of not less than “A-1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender, and (z) with respect to which each Approved Rating Agency has issued a Rating Agency Confirmation. Such security shall be submitted to Landlord prior in an amount equal to the commencement excess of the Alterationstotal unpaid amounts with respect to alterations to the Improvements on such Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right right, without obtaining the consent of Landlord, to (i) make any Alteration(s) to any the Leased Property, Premises that are non-structural not Structural Alterations and the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyAmount, in the aggregate, in any calendar year, and (ii) install additional and/or relocate existing racking and inline sprinkler systems in the Leased Premises, the cost of which shall not be included when calculating the Threshold Amount for purposes of Tenant’s right to make any other Alterations; provided, in each case, that, Tenant complies with clause (c) of this Paragraph Section 12. Promptly after written request by Landlord, given not more than once in any calendar year, Tenant shall provide to Landlord a list, in reasonable detail, of all of the material Alterations that Tenant has made since the date of the most recent such list provided by Tenant to Landlord (or since the Closing Date in the case of the first such request). (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to (i) make any Alteration(s) to any the Leased Property, Premises that are structural Structural Alterations and/or the cost of which exceeds the Threshold Amount for such Leased PropertyAmount, in the aggregate, in any calendar yearyear and (ii) to install solar panels on the roof of the Premises, the cost of which shall not be included when calculating the Threshold Amount for purposes of Tenant’s right to make any other Alterations; provided, that, in each case that (iA) no Event of Default has occurred and is then continuing, (iiB) Tenant complies with clause (c) of this Pxxxxxxxx 00Section 12, and (xxxC) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets budget and proposed schedule of construction with respect thereto, thereto and (iv) Landlord shall have consented to such Alterations in writingAlterations, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the structural integrity of the Leased Premises shall not be impaired, and the fair market value of the affected Leased Property Premises shall not be lessened materially lessened, after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements and Insurance Requirements; (iii) no such Alteration shall change cause the permitted use of the affected Leased Property (as described in Paragraph Premises to fail to comply with Section 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens Liens filed against the affected Leased Property Premises arising out of the same; (viv) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (viivi) no Tenant shall not, without obtaining Landlord’s prior consent (which consent may be granted or withheld in Landlord’s sole discretion), incur any debt with respect to such Alteration shall create that results in any debt mortgage or other encumbrance(s) encumbrance on the affected Leased Property Premises or any part thereof, and (viiivii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyAmount, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. In particular, in the case of the installation of any solar panels on the roof, such installation shall not void or impair any then applicable roof warranty, unless Tenant purchases or otherwise obtains an overburden or extended warranty in connection with such installation. In the event of any Structural Alterations which alter the footprint of the Improvements, promptly after Landlord’s request, upon completion of such Alterations which alter the footprint of the Improvements, Tenant, at Tenant’s expense, shall deliver to Landlord an updated as-built ALTA survey of the Leased Premises certified to Landlord. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall shall, upon the expiration or earlier termination of this Lease become the property of Landlord, without any further act. To the extent permitted by the Code and by any applicable state tax laws and regulations, Tenant shall be free entitled to the tax benefits, if any, with respect to any Alterations made by Tenant at Tenant’s expense until such time as such Alterations become the property of Landlord pursuant to the foregoing sentence. (e) In the event that Tenant desires to construct an Alteration that constitutes an Expansion, Tenant may request that Landlord provide the funding for such Expansion. Landlord shall notify Tenant within thirty (30) days of receiving such request, the information with respect to the Expansion described in clause (C) of paragraph (b) above and clear such other information with respect to the Expansion as Landlord shall reasonably request whether or not Landlord, in its sole discretion, is willing to provide such funding and, if so, the material terms and conditions, including the increase in Basic Rent, that would be applicable thereto. In the event that Landlord declines to provide such funding, or Landlord and Tenant cannot reach agreement on the terms for such funding, Tenant may fund the cost of the Expansion itself provided that all liens and rights of others the conditions for such Expansion set forth above, including Landlord’s consent thereto, have been satisfied, it being understood that any Expansion shall also constitute an Alteration and shall become a part be subject to all of the related Leased Property as if originally demised hereinprovisions of this Section 12.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have perform any Alterations within the right to make any Alteration(s) to any Leased PropertyBuilding only in accordance with, that are non-structural and subject to, this Article and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) other applicable provisions of this Paragraph 12Lease. (b) Upon at least 30 days’ No Alterations of any nature, including Structural Alteration or any Alterations outside the Premises or to the exterior of the Premises, shall be made by Tenant without Landlord’s prior written notice to Landlordconsent in each instance, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, except as otherwise expressly permitted in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause this Article. (c) of this Pxxxxxxxx 00, (xxx) With Landlord’s prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations written consent in writingeach instance, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant may, from time to time during the Lease Term, at its sole expense, make Structural Alterations, Nonstructural Alterations and any non-Permitted Structural Alterations. (cd) In connection with Landlord’s consent shall not be required for any Alteration: Decorative Alterations and Permitted Nonstructural Alterations, provided that (i) the fair market value same are performed in accordance with, and subject to, this Article and all other applicable provisions of the affected Leased Property shall not be lessened after the completion of any such Alterationthis Lease, or its structural integrity impaired; and (ii) all prior to commencing any such Alterations Decorative Alteration or Permitted Nonstructural Alteration, Tenant gives to Landlord a notice of Tenant’s intention to perform such Decorative Alteration(s) or Permitted Nonstructural Alteration(s), which notice, to be effective, shall be performed accompanied by a reasonably detailed description of the Decorative Alteration(s) or Permitted Nonstructural Alteration(s) that Tenant intends to perform, the estimated commencement date and completion date of such Decorative Alterations(s) or Permitted Nonstructural Alteration(s), and the estimated cost thereof. (e) Any Alterations made by Tenant shall be made (a) in a good good, workmanlike, first-class and workmanlike prompt manner; (b) using new materials only; (c) to the extent Landlord’s consent is required under this Article IX, by a contractor, on days, at times and under the supervision of an architect (if applicable) approved in writing by Landlord (in each case, not reasonably withheld, conditioned or delayed); (d) to the extent Landlord’s consent is required under this Article IX, in accordance with plans and specifications (if applicable) prepared by an engineer or architect reasonably acceptable to Landlord (if an engineer, architect and/or plans and specifications are applicable to such Alterations), which plans and specifications shall be approved in writing by Landlord at Landlord’s standard reasonable charge, (e) in accordance with all Requirements, (f) after obtaining builder’s risk insurance set forth in Section 13.2(b), and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viiig) in the case of any Alteration exceeding the estimated cost Alteration Threshold, 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 which in any one instance exceeds the Threshold Amount for the affected Leased Property, such this Lease. Alterations that require Landlord’s consent shall be made by Tenant in accordance with plans and specifications prepared by an engineer or architect reasonably acceptable to Landlord (as applicable), which plans and specifications shall be approved in writing by Landlord in accordance with the standard for approval for such Alterations provided above in this Section 9.1. Notwithstanding the foregoing, for any Alterations involving tie-ins to the Building fire and life safety equipment or systems, Tenant may only use contractors and subcontractors approved by Landlord in Landlord’s sole discretion or designated by Landlord. (f) If any lien (or a petition to establish such lien) is filed in connection with any Alteration performed by or on behalf of Tenant or in connection with any work to be paid for by Tenant under Section 2.7, such lien (or petition) shall be discharged by Tenant within twenty (20) days after Tenant receives actual knowledge thereof, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond reasonably acceptable to Landlord. If Landlord gives its consent to Tenant making of any Alteration, such consent shall not be deemed to 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. (g) Promptly after the completion of an Alteration (other than a Decorative Alteration), Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built drawings showing such Alteration in place. (h) If any Alterations that require Landlord’s prior consent are performed by Tenant without the prior written consent of Landlord, Landlord shall have the right at Tenant’s expense to cause Tenant to either correct such Alterations to comply with plans and specifications that Landlord would approve, or to remove the same. (i) Notwithstanding anything to the contrary contained herein, Landlord shall have the option (to be exercised by notice delivered to Tenant within ten (10) days after Tenant submits the Plans therefore) to make any Structural Alterations requested by Tenant, at Tenant’s cost. Any Structural Alterations made by Landlord shall be undertaken and completed by Landlord (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor, on days, at times and under the supervision of an architect (if applicable) approved in writing by Tenant (in each case, not reasonably withheld, conditioned or engineer and delayed); (d) substantially in accordance with Tenant’s Plans (subject to such modifications that Landlord shall reasonably require and Tenant shall reasonably approve in writing) which plans and specifications which shall be submitted approved in writing by Tenant, (e) at market rates (subject to Landlord prior close bids from no less than three contractors per trade, to the commencement of the Alterationsbe selected by Tenant) and (e) in accordance with all Requirements. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. Lessee, at its own cost and expense: (ai) Upon may make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Lessee may reasonably deem desirable in the furtherance of any recommendations from time to time of the Manufacturer and the engine manufacturer and the standards of the FAA, or to comply with any law, rule, directive, bulletin, regulation or order of any governmental entity, and (ii) may from time to time make such alterations and modifications in and additions to the Airframe or any Engine as Lessee may deem desirable in the proper conduct of its business; provided, however, that no such alteration, modification or addition shall diminish the value or utility of the Airframe or such Engine, or impair the condition or airworthiness thereof, below the value, utility, condition and airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine was then of the value or utility and in the condition and airworthiness required to be maintained by the terms of this Agreement provided further that no such alteration, modification, or addition with an estimated cost in excess of $25,000 shall be made pursuant to this Clause 13.6(ii) without the prior written notice to Landlordconsent of Lessor. (iii) Notwithstanding the foregoing, Tenant shall have Lessee may, at its sole cost and expense modify the right to make any Alteration(s) to any Leased Propertyinterior layout of the Aircraft; provided, however, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Propertymodification has, in the aggregateopinion of the Lessor, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have no material adverse effect on the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after Aircraft. Except as otherwise provided in this Clause 13.6, title to all Parts incorporated or installed in or attached or added to the completion Airframe or such Engine as the result of any such Alterationalteration, modification or its structural integrity impaired; (ii) all such Alterations shall be performed addition shall, without further act, vest in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use Lessor. Upon transfer of title to Lessor of the affected Leased Property (installed Parts title to all Parts replaced or removed from the Airframe or such Engine as described the result of such alteration, modification or addition shall vest in Paragraph 4)Lessee, (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others Lessor Liens, and shall become no longer be deemed Parts hereunder. Nothing herein shall permit Lessee to (and Lessee shall not) make any modification or alteration that shall require the permanent removal of any Part that is not replaced with a replacement part of the related Leased Property (with title vested in Lessor as if originally demised hereinprovided above).

Alterations. During the Term, Tenant shall not make structural alterations but may, at its cost, make non-structural alterations to the Demised Premises necessary for the conduct of its business, subject to the following: (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural first obtain requisite permits and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.authorizations from governmental authorities having jurisdiction; (b) Upon at least 30 days’ Obtain Landlord's, and if required, the fee mortgagee's, prior written notice consent, (which Landlord's consent not to Landlord, Tenant shall have be withheld if the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Propertychange or alteration would not, in the aggregatereasonable opinion of the Landlord, impair the value or usefulness of the Building or any part of the Demised Premises). (c) Any alterations shall be made promptly (unavoidable delays excepted), in a workmanlike manner in accordance with any calendar year; providedalteration plans and in compliance with applicable laws and governmental regulations; (d) The cost of the alterations shall be paid by Tenant so that the Demised Premises remains free of any liens; (e) If requested by Landlord, thatpost with Landlord adequate security to assure restoration of the premises at the end of the Term; (f) Tenant shall maintain Workmen's Compensation Insurance covering all persons on whose behalf death or injury claims could be asserted, until the alteration is completed; (g) No change or alterations shall, when completed, tie in or connect the Demised Premises with any other building on adjoining property. (h) During such time as Tenant shall be constructing any improvements, Tenant, at its sole cost and expense, shall carry, or cause to be carried, (i) no Event of Default has occurred and is then continuingWorkmen's Compensation Insurance covering all persons employed in connection with the improvements in statutory limits, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00a completed operations endorsement to the Commercial General Liability Insurance policy referred to in Section 6.1(iv), (xxxiii) prior Builder's Risk Insurance, completed value form, covering all physical loss, in an amount reasonably satisfactory to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect theretoLandlord, and (iv) such other insurance, in such amounts, as Landlord shall have consented deems reasonably necessary to such Alterations protect Landlord's interest in writing, which consent shall not be unreasonably withheld, conditioned the Demised Premises from any act or delayedomission of Tenant's contractors or subcontractors. (c) In connection with any Alteration: (i) No permitted alteration shall be undertaken until detailed Plans and Specifications have first been submitted to and approved in writing by Landlord, and, if required, by the fair market value of the affected Leased Property shall not be lessened after fee mortgagee. At the completion of any such Alterationthe alteration or restoration under Article 7, or its structural integrity impaired; (ii) all such Alterations "as-built" plans shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject delivered to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsLandlord. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the sole and complete right and authority, without Landlord’s consent or approval but subject to make the provisions contained in any Alteration(s) to any Leased Property, that are non-structural REAs [and the cost of which does not exceed Xxxxxxxxx] relating to alterations, to alter or change the Threshold Amount with respect to such Leased Property, in the aggregate, Premises in any calendar yearway, including, without limitation, dividing the Premises (excluding any subdivision of any land) and adding additional signage; provided, that, provided that (i) Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ gives Landlord prior written notice to Landlordof any material alterations, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) at any one time Tenant complies with clause may not make any proposed structural alterations to the Premises in excess of Two Million Four Hundred Thousand Dollars (c$2,400,000) of this Pxxxxxxxx 00per Lease Year, increased annually based on increases in the CPI (xxx) prior to making any such Alteration(sthe “Alteration Cap”), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingwithout 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 be a reasonable basis for Landlord to withhold its consent. For the purposes of this Lease, the term “structural” shall mean the roof, foundation or load-bearing walls of any Building. In addition, Tenant shall not demolish, replace or materially alter any structural or non-structural portions of any Building or any other improvements located on the Premises, or any part thereof, or make any addition thereto, whether voluntary or in connection with 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 a character as not to materially reduce the value of the Premises below its value immediately before construction of such Capital Improvement was commenced; (b) 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 REAs [and the Xxxxxxxxx]. No Capital Improvement shall impair the safety or structural integrity of the applicable Building; (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion construction of any such AlterationCapital Improvement, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good the Premises and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use assets of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and Landlord shall (subject to and in compliance with the provisions of Paragraph 18Article 26) discharge at all times be free of liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure for work, services, labor and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt materials supplied or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted claimed to Landlord prior have been supplied to the commencement of the Alterations.Premises; (d) All Alterations 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; (excluding Trade Fixtures installed e) No Capital Improvement shall be undertaken until Tenant shall have procured and paid for, insofar as the same may 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 therewithwith a Capital Improvement as described in this Section; and (f) shall become the property of Landlord, All Capital Improvements shall be free and clear of all liens and rights of others and shall become deemed a part of the related Leased Property Premises and, except as set forth in Section 7.02, belong to Landlord at the expiration or early termination of the Term, and Tenant shall execute and deliver to Landlord such instruments as Landlord may require to evidence the ownership by Landlord of such Capital Improvements. Upon completion of the Capital Improvements, Tenant shall promptly 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 originally demised hereinthe 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 other documents or information reasonably requested by Landlord.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right right, without having obtained the prior written consent of Landlord and Lender and provided that no Event of Default then exists, (i) to make any Alteration(s) to any Leased Property, that are non-structural Alterations or a series of related non-structural Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $50,000.00 with respect to the Premises and (ii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $50,000.00, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Premises is not diminished thereby. If the cost of which does any non-structural Alterations, series of related non-structural Alterations, Equipment or accessions thereto is in excess of $50,000.00 or if Tenant desires to make structural Alterations to the Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not exceed construct upon the Threshold Amount with respect Land any additional buildings without having first obtained the prior written consent of Landlord and Lender, such approval not to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12be unreasonably withheld. (b) Upon at least 30 days’ prior written notice If Tenant makes any Alterations pursuant to Landlord, Tenant shall have the right this Paragraph 11 or as required by Paragraphs 10 or 15 (such Alterations and actions being hereinafter collectively referred to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(sas “Work”), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: then (i) the fair market value of the affected Leased Property Premises shall not be lessened after the completion of by any such Alteration, Work or its structural integrity usefulness impaired; , (ii) all such Alterations Work shall be performed by Tenant in a good and workmanlike manner, and (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration Work shall comply with the requirements of all Insurance Requirements; insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) promptly discharge or remove all liens filed against any of the affected Leased Property Premises arising out of the same; such Work, (vivii) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and Work, (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, all such Alterations Work shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, Landlord and shall be free subject to this Lease, and clear Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all liens estate, right, title and rights interest (other than the leasehold estate created hereby) of others Tenant or any other Person thereto or therein, and (ix) Tenant shall become a part comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraphs 11 and 16(a), whether or not such Work involves restoration of the related Leased Property as if originally demised hereinPremises.

Alterations. Borrower shall not alter, remove or demolish or permit the alteration, removal or demolition of, any Improvement except as the same may be necessary in connection with (ai) Upon a Restoration in connection with a taking or casualty in accordance with the terms and conditions of the Agreement, (ii) Required Capital Improvements in accordance with the terms and conditions of the Agreement and (iii) other Alterations permitted in accordance with the terms and conditions of this Section 7.14. If no Event of Default exists, Borrower may undertake any alteration, improvement, demolition or removal of Improvements or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (1) Borrower provides Lender with at least thirty (30) days’ prior written notice of any such Alteration, (2) such Alteration is undertaken in accordance with the applicable provisions of this Agreement, is not prohibited by, and is in full compliance with, and does not violate, any Material Contracts or Legal Requirements and does not, during Construction and upon completion, have a Material Adverse Effect, (3) Borrower provides Lender with evidence, satisfactory to LandlordLender, Tenant that Borrower has sufficient funds to complete and pay all of the costs of the Alterations, (4) such Alteration does not eliminate or materially modify any amenity (e.g., health club) available to tenants and their employees or customers, (5) such Alteration is in the nature of (x) Required Capital Improvements permitted under this Agreement, (y) a Restoration required or permitted under the Agreement or (z) if not in the nature of the Alterations contemplated by (x) or (y), such Alteration has been consented to by Lender (such consent will not be unreasonably withheld, conditioned or delayed in the case of Alterations the cost of which, as estimated by Lender, does not exceed $50,000) and (6) prior to commencement and from time to time upon request from Lender, Borrower delivers an Officer’s Certificate certifying that conditions (1)-(5), inclusive, have been satisfied. Any Alteration shall, unless Lender otherwise approves or the Agreement otherwise provides, be conducted under the supervision of an independent architect approved by Lender (an “Independent Architect”). No Alteration shall be undertaken until Lender has approved plans and specifications and cost estimates for the Alterations, prepared by such Independent Architect or another Person approved by Lender, such approvals not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained in this Section 7.14 to the contrary, Borrower shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and Alterations to the Improvements, the cost of which does not exceed the Threshold Amount $500,000 per Alteration, without Lender’s consent and without complying with respect to such Leased Property, in the aggregate, in any calendar yearclauses (3)-(5) set forth above; provided, thathowever, Tenant complies that Borrower shall provide Lender with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(sat least ten (10) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) days prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any commencing such Alteration and prior to commencing any permitted Alteration, Borrower shall (subject have delivered to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out Lender a copy of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with proposed plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsfor such Alteration. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are non-structural not Structural Alterations and the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (ba) Upon at least 30 10 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased Property, Premises that are structural Structural Alterations and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar yearAmount; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00Paragraph 12, and (xxxii) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, thereto and (iv) Landlord shall have consented to such Alterations in writingAlterations, which consent shall not be unreasonably withheldin Landlord’s sole discretion. Landlord shall have the right to post notices of non-responsibility pursuant to California Civil Code Section 8444 or similar notices in connection therewith. If any mechanic’s or materialman’s lien or other lien is filed against the Leased Premises as a result of any work or improvements made by or for Tenant, conditioned Tenant shall discharge the same by payment or delayed. (c) In connection with any Alteration: (i) filing the fair market value bond provided for under Section 8424 of the affected Leased Property California Civil Code or any successor statute within 30 days from the filing of such lien. If Tenant fails to discharge or bond any lien within such 30-day period, Landlord, in addition to all other rights or remedies, may bond or pay off the lien or claim, and all expenses incurred by Landlord, including reasonable attorneys’ fees, shall not be lessened after the paid by Tenant on 10 days’ demand. Upon completion of any such AlterationAlterations, or its structural integrity impaired; (ii) all such Alterations shall Xxxxxx agrees to cause a Notice of Completion to be performed recorded in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use office of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out Recorder of the same; (vi) Tenant shall procure and pay for all permits and licenses required county in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on which the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and Land is located in accordance with plans Section 8182 of the Civil Code of the State of California or any successor statute, and specifications which Tenant shall be submitted deliver to Landlord prior to a reproducible copy of the commencement "as built" drawings, if any already exist, of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. Tenant shall make no alterations, installations, changes or additions in or to the Premises or the Project (acollectively, “Alterations”) Upon without Landlord’s prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingconsent, which consent shall not be unreasonably withheldwithheld or conditioned. However, conditioned 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 delayed. 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 (ccollectively, “Cosmetic Alterations”), without Landlord’s consent, provided that the aggregate cost of any such alterations does not exceed $100,000.00 in any twelve (12) In connection with any Alteration: 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 fair market value of the affected Leased Property shall not be lessened after the completion of any such AlterationPremises, or its structural integrity impaired; (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 accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Section 9(c). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics reasonably approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. If Landlord fails to disapprove a proposed Alteration within ten (10) days after Tenant delivers a written request to approve the same together with plans and specifications as described above, Tenant may send Landlord written notice of such failure and if Landlord still fails to respond within five (5) days after Tenant’s proper delivery of such notice, such Alteration shall be deemed approved by Landlord. Tenant shall at its sole cost and expense obtain all such necessary approvals and permits pertaining to any Alterations. Tenant shall cause all Alterations shall to be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance conformance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4)applicable federal, (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs state, county and expenses of any such Alteration municipal laws, rules and shall (subject regulations, pursuant to a valid building permit, and in compliance conformance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure Landlord’s reasonable construction rules and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsregulations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Except as provided in Section 6.1(c) herein, and subject to the terms and provisions of Exhibit C-2 relating to the initial Tenant Improvements to be installed prior to Tenant’s initial occupancy of the Premises, no alterations, additions or improvements (collectively “Improvements,” which term shall include the Tenant Improvements) shall be made to the Premises, whether before or during the Lease Term, without the prior written notice to consent of Landlord, and all such Improvements, including, without limitation, subdividing partitions, walls and railings of whatever type, material or height, shall, when made, become the property of Landlord and remain upon and be surrendered with the Premises as a part thereof at the end of the Lease Term, unless, at the end of the Lease Term and subject to the terms and provisions of this Section 6.1(a), with regard to Improvements (including, without limitation, cabling and wiring) made to the Premises during the Lease Term, Landlord shall notify Tenant to remove same, in which latter event Tenant shall have do so. With respect to any Improvement(s) for which Tenant seeks Landlord’s approval (as contemplated in Section 6.1(b) herein), if Landlord approves the proposed Improvement(s), Landlord shall also notify Tenant in writing, simultaneously with the delivery to Tenant of the approval communication, as to whether Landlord reserves the right to make require Tenant, at the expiration or earlier termination of the Lease Term, to remove all or any Alteration(sportion of such Improvement(s) and to restore the Premises to the condition that existed immediately prior to the installation of such Improvement(s). If Landlord does not reserve such right to require Tenant to remove the relevant Improvement(s) and to restore the Premises at the expiration or earlier termination of the Lease Term at the time Landlord approves such Improvement(s), then Landlord shall be deemed to have waived such removal and restoration right. Tenant shall remain subject to Landlord’s right to require the removal of all or any portion of Improvements and the associated restoration to be completed by Tenant at the expiration or earlier termination of the Lease Term unless Landlord, as provided above in this Section 6.1(a), either has waived or is deemed to have waived (i.e., because Landlord has allowed the ten (10) business day period in Section 6.1(b) herein to lapse without responding) the right to require the removal of such Improvements and the associated restoration to be completed at the expiration or earlier termination of the Lease Term, Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to any Leased Propertyalterations, that are non-structural and additions or other Improvements (excluding, however, the cost initial Tenant Improvements installed prior to Tenant’s initial occupancy of which does not exceed the Threshold Amount Premises) related to a single project so long as (i) the expenditures (or series of expenditures made with respect to such Leased Propertyproject in a six (6) month period) to be made in connection with such project do not exceed $50,000.00, (ii) such project does not involve connecting to or tampering with any Building system (including the Building systems referenced in Section 5.1(a)(x) herein) or any Building structural elements or components, (iii) such project does not require work to be performed inside the aggregatewalls or above the ceiling of the Premises; (iv) such project does not involve any alterations, additions or other Improvements that are visible from the exterior of the Premises or the Building and (v) Tenant provides Landlord with written notice of such project at least thirty (30) days in any calendar year; provided, that, Tenant complies with clause (c) advance of this Paragraph 12the commencement of same. (b) Upon at least 30 days’ prior written notice If Tenant is required to seek or desires to seek Landlord’s approval of plans and specifications for Improvements that Tenant desires to install, Tenant shall have the right deliver to make any Alteration(sLandlord two (2) to any Leased Property, that are structural and/or the cost complete sets of which exceeds the Threshold Amount reasonably detailed plans and specifications for such Leased PropertyImprovements, including dimensions, materials, colors and similar information that landlords of other first-class suburban office buildings comparable to the Building in the aggregatesouth Charlotte area typically require in cases where they have a review right, in any calendar year; provided, that, and each such submittal shall be delivered to Landlord under the cover of a submittal form that is materially similar to the sample submittal form attached hereto as Exhibit J (i) no Event with blanks completed). Upon Landlord’s receipt of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) a submittal of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented complete such review and provide Landlord’s written response to such Alterations plans and specifications to Tenant within ten (10) business days after Tenant initially delivers such plans and specifications to Landlord. As provided in writingSection 6.1(a) herein, which consent Landlord’s written response to Tenant also shall indicate whether Landlord reserves the right to require Tenant, at the expiration or earlier termination of the Lease Term, to remove all or any portion of such Improvement(s) and to restore the Premises to the condition that existed immediately prior to the installation of such Improvement(s). Landlord’s approval of any such plans and specifications shall not be unreasonably withheld, conditioned or delayed. If Landlord does not approve the plans and specifications, such written notice from Landlord to Tenant shall provide reasonably detailed comments and suggestions which, if incorporated in the plans and specifications, will render them acceptable to Landlord. Additionally, if Landlord requires more information in order to complete its review, Landlord shall so notify Tenant in writing within the foregoing ten (10) business day period. If Landlord initially does not approve plans and specifications or approves them conditioned upon certain modifications being made therein, the same process set forth above in this Section 6.1(b) shall apply to the resubmittal of such plans and specifications by Tenant to Landlord for Landlord’s approval or unconditional approval, as the case may be. Notwithstanding anything to the contrary contained in this Section 6.1(b), Exhibit C-2 shall control the procedure for submittal and approval of the Tenant Improvements Plans and Specifications (for the initial Tenant Improvements) to be prepared by the Architect/Engineer. (c) In connection with addition to the terms and provisions contained in the last sentence in Section 6.1(a) herein, Tenant shall not core drill or in any Alteration: (i) other manner attempt to penetrate the fair market value floors of the affected Leased Property shall not be lessened after Building without the completion prior written consent of any such AlterationLandlord, or which Landlord may withhold in its structural integrity impaired; (ii) all such Alterations sole discretion. All Improvements shall be performed constructed in a diligent, good and workmanlike manner, using, at a minimum, finishes which are Building Standard, using only contractors and shall be expeditiously completed subcontractors approved in advance and in writing by Landlord, and in compliance with all Legal Requirements; applicable legal requirements, including, without limitation, the procurement of a building permit. With respect to any plans and specifications for Improvements which are approved by Landlord as contemplated in Section 6.1(b) herein, the relevant Improvements shall be constructed in accordance with the plans and specifications approved by Landlord. At Landlord’s request, Tenant shall obtain a Builders’ Risk Insurance Policy covering the Improvements in such amount as is reasonably requested by Landlord, naming Landlord and Landlord’s lender(s) as an additional insured and providing that such policy will not be canceled without giving Landlord and Landlord’s lender(s) at least fifteen (iii15) no days’ prior written notice thereof, and upon completion of such Alteration Improvements, Tenant shall change furnish Landlord with a complete set of as-built plans and specifications for the permitted use of the affected Leased Property same along with a CAD or other electronic version (as described in Paragraph 4)reasonably requested by Landlord) of such plans and specifications. Tenant has no authority to allow, (iv) all work done will not permit, and will indemnify Landlord and hold it harmless from, any contractors’, laborers’, mechanics’, and/or materialmen’s liens, or any other similar liens filed against the Premises, the Land and/or the Building in connection with any such Alteration shall comply Improvements. Also, with all Insurance Requirements; respect to any alterations, additions or other Improvements to the Premises made by Tenant (v) excluding, however, the initial Tenant Improvements installed prior to Tenant’s initial occupancy of the Premises), if Tenant requests, or if Landlord requires, the involvement of or work by Landlord’s construction coordinator, Tenant shall timely pay all costs and expenses to Landlord the reasonable cost thereof (generally two percent (2%) or more of any such Alteration and shall the cost of the relevant Improvements), to be paid as Additional Rent within thirty (subject to and in compliance with the provisions 30) days of Paragraph 18) discharge all liens filed against the affected Leased Property arising out receipt of an invoice for the same; provided, however, Landlord shall not be entitled to require the involvement of or work by Landlord’s construction coordinator unless (vii) Tenant is leasing from Landlord less than all of the rentable space of the Building, or (ii) Tenant is failing to comply, or has previously failed to comply, with Landlord’s construction requirements and guidelines. Landlord shall procure have no obligation to provide a construction coordinator relative to the initial Tenant Improvements. Landlord’s concerns and pay requirements for all permits and licenses required a supervisory role in connection with any such Alteration; (vii) no such Alteration shall create Improvements will be greater relative to any debt or other encumbrance(s) on portion of the affected Leased Property and (viii) Lease Term during which Tenant is leasing from Landlord less than all of the rentable space in the case Building. In connection with any Improvements, Tenant shall be entitled to use only the Loading Dock Elevator (which Tenant shall pad and protect to prevent damage to same and the finishes therein) at no additional cost to Tenant beyond the rent otherwise provided for in this Lease, provided all such usage shall be subject to the standard Building Rules and Regulations in effect from time to time, as referenced in Section 7.4 herein and on Exhibit F attached hereto (the “Building Rules and Regulations”). Additionally, Tenant shall cause the construction of any Alteration Improvements to be completed in a manner that does not materially adversely impact or disrupt other tenants and occupants in the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer Building and in accordance with plans and specifications which shall be submitted to Landlord prior to other buildings in the commencement of the AlterationsBusiness Park. (d) All Alterations (excluding Trade Fixtures installed Notwithstanding the foregoing terms and provisions in connection therewith) shall become this Article VI to the property contrary, reference is made to the terms and provisions of Landlord, shall be free Exhibit G hereto regarding the rights and clear of all liens and rights of others and shall become a part obligations of the related Leased Property as if originally demised hereinparties relating to the Generator and the Communications Equipment.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(salterations or physical additions (including fixtures) to any the Leased Property, that are non-structural and Premises subject to the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, following limitations: (i) no Event such alterations and additions will not impair the structural integrity of Default has occurred and is then continuingthe Building, (ii) Tenant complies with clause (c) such alterations and additions will not affect the mechanical, electrical and plumbing systems of this Pxxxxxxxx 00the Leased Premises so that they will bear a load in excess of that for which they were originally designed, (xxxiii) prior to making any such Alteration(s)alterations and additions shall be accomplished in a good and workmanlike manner and in accordance with all applicable governmental requirements, Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Tenant obtains all applicable governmental permits and approvals required in connection with such alterations or additions; (v) Tenant shall deliver “as-built” plans in a CADD format for any alterations to Landlord promptly after completion and (vi) Landlord’s approval shall have consented be obtained, not to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. , for any project with a cost of greater than $150,000, provided, however if Landlord has not responded to Tenant’s request for approval within seven (c7) In connection with business days following its receipt of said request, Landlord will be deemed to have approved such request. If Tenant, in its sole discretion, elects to engage Landlord to provide construction management services related to any Alteration: Tenant alterations in the Project, Tenant shall pay Landlord a fee equal to ten percent (i10%) the fair market value of the affected Leased Property shall cost to cover overhead if the work is less then $20,000 and five percent (5%) of such cost if the work is $20,000 or more. If Tenant does not be lessened after elect to engage Landlord to provide construction management services related to any alterations in the completion of any such AlterationProject, or its structural integrity impaired; (ii) all such Alterations Tenant shall be performed in a good required to pay Landlord an administrative fee of one and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; one-half percent (iii1.5%) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any cost of such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs alterations for Landlord’s review and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out oversight of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsalterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to LandlordLandlord and Lender (if Tenant has been given notice of the name and address of such Lender), Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, $500,000 in the aggregate, in any calendar year; provided, that, that Tenant complies with clause (c) of this Paragraph 12. (b) . Upon at least 30 days’ prior written notice to LandlordLandlord and Lender (if Tenant has been given notice of the name and address of such Lender), Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, $500,000 in the aggregate, in any calendar year; provided, that, (i) no Event of Default under this Lease has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00Paragraph 12, and (xxxiii) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto. In the event that Landlord gives its prior written consent to any Alterations, and (iv) Landlord shall have consented to or if such Alterations consent is not required, Tenant agrees that in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property Premises shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) the Alteration and any Alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Improvements by more than ten percent (10%); (iii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iiiiv) no such Alteration shall change the permitted use of the affected Leased Property Premises (as described in Paragraph 44 hereof), (ivv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (vvi) Tenant shall timely promptly pay all costs and expenses of any such Alteration (unless such costs are funded through a financing by Landlord, as described in Paragraph 12(e) below), and shall (subject to and in compliance with the provisions of Paragraph 1818 hereof) discharge all liens (excluding liens created by Landlord) filed against any of the affected Leased Property Premises arising out of the same; (vivii) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (viiviii) all such Alterations shall be the property of Landlord and shall be subject to this Lease; (ix) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property Premises (except as described in Paragraph 12(e) below), and (viiix) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyFive Hundred Thousand and 00/100 Dollars ($500,000.00), such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord (for informational purposes only) prior to the commencement of the Alterations. (d) . All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property Premises as if originally demised herein. Tenant may request additional funding from Landlord in order to pay for the costs and expenses of any Alteration that complies with this Paragraph 12. Landlord shall use commercially reasonable efforts to obtain such additional funding, subject to a proportional adjustment in Basic Rent. If Landlord is unable to obtain such additional funding (in whole or in part), or if Tenant shall reject the terms of such additional funding, Tenant shall either (i) pay for the costs and expenses of such Alteration on Tenant's own account, (ii) pay (on Tenant's own account) for any deficiency between the costs and expenses of such Alteration and the additional funding obtained by Landlord, or (iii) forego such Alteration.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are non-structural not Structural Alterations and the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased Property, Premises that are structural and/or (i) Structural Alterations or (ii) the cost of which which, either individually or as to a series of related non-structural Alterations, exceeds during the Threshold Amount for such Leased Propertycourse of any calendar year, in the aggregate, in any calendar yearthe Threshold Amount; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00Paragraph 12, and (xxxiii) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets budget and proposed schedule of construction with respect thereto, thereto and (iv) Landlord shall have consented to such Alterations in writingAlterations, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. In the event that Landlord does not respond to Tenant’s request for consent pursuant to the foregoing sentence within twenty five (25) days from the date Tenant has delivered to Landlord the items Tenant is required to provide to Landlord pursuant to such sentence, Tenant may provide Landlord with a second request for consent, which request shall state in bold capital letters on the face of the envelope that failure to respond thereto within five (5) Business Days shall be deemed to be consent to the requested Alterations, and if Landlord fails to respond to Tenant within such five (5) Business Days, Landlord shall be deemed to have consented to such Alteration. (c) In connection with any Alteration: (i) the fair market value and utility of the affected Leased Property Premises shall not be materially lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements (including, without limitation, in the case of an Expansion or a Structural Alteration, all minimum parking space, setback and other zoning requirements) and Insurance Requirements; (iii) no such Alteration shall change the permitted result in a use of the affected Leased Property (as described in Premises that is not permitted pursuant to Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens Liens filed against any of the affected Leased Property Premises arising out of the same; (viv) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (viivi) no subject to Tenant’s contest rights set forth in Paragraph 18, Tenant shall not incur any debt with respect to such Alteration shall create that results in any debt mortgage or other encumbrance(s) encumbrance on the affected Leased Property Premises or any part thereof (but in no event shall the foregoing preclude any borrowing by Tenant that does not result in any such mortgage or other encumbrance on the Leased Premises or any part thereof), and (viiivii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyAmount, such Alterations shall be made under the supervision of an architect or engineer selected by Tenant in the exercise of its reasonable business judgment and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) In the event that Tenant desires to undertake an Expansion, Tenant shall give Landlord written notice thereof, which notice shall include a description of the desired Expansion in reasonable detail and a preliminary budget and schedule therefor; in no event shall the reasonably expected completion date for any Expansion extend beyond the then applicable Term (including any exercised Renewal Term). Within forty-five (45) days of Landlord’s receipt of such notice, Landlord shall notify Tenant of whether Landlord is willing to fund the costs of such Expansion and, if so, the economic terms and other material economic and non-economic conditions with respect thereto; among other things, Landlord may require the delivery of an appraisal showing that the fair market value of the Leased Premises, after giving effect to the Expansion, shall increase by at least the expected cost of such Expansion. If Landlord is unwilling to fund such Expansion, Tenant may fund such Expansion itself (including by utilizing borrowed funds that do not result in any mortgage or other encumbrance on the Leased Premises or any part thereof). Any Expansion shall be done in accordance with the standards applicable to Alterations in Paragraph 12(c) above, provided that if Landlord is funding the Expansion, Tenant shall not be obligated to pay the costs thereof pursuant to clause (iv) of Paragraph 12(c) above. (e) All Alterations and Expansions shall, upon the expiration or earlier termination of this Lease (excluding Trade Fixtures installed other than as a result of Tenant’s purchase of the Leased Premises in connection therewith) shall accordance with this Lease), become the property of Landlord, without any further act. To the extent permitted by the Code and by any applicable state tax laws and regulations, Tenant shall be free entitled to the tax benefits, if any, with respect to any Alterations and clear Expansions made by Tenant at Tenant’s expense until such time as such Alterations or Expansions, as the case may be, become the property of all liens and rights of others and shall become a part of Landlord pursuant to the related Leased Property as if originally demised hereinforegoing sentence.

Alterations. (a) Upon prior written notice Tenant may, at its expense, make additions to Landlordand alterations of the Improvements, Tenant shall have the right to make any Alteration(s) to any Leased Propertyand construct additional improvements (collectively, "Alterations"), provided that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event the fair market value, utility and useful life of Default has occurred and is then continuingthe applicable Project shall not be reduced or lessened in any material respect thereby, (ii) such Alterations shall be expeditiously completed in a good and workmanlike manner, free and clear of liens and encumbrances, and in compliance with all applicable Legal Requirements and the requirements of all insurance policies required to be maintained by Tenant complies with clause (c) of this Pxxxxxxxx 00hereunder, (xxxiii) prior to making any such Alteration(s), Tenant shall provide Landlord with not make any Alterations in violation of the plans and specificationsterms of any restriction, estimated budgets and proposed schedule easement, condition, covenant or other matter affecting title to or use of construction with respect thereto, a Project and (iv) Landlord no Material Alterations (as hereinafter defined), shall be made unless Landlord's prior written consent shall have consented to such Alterations in writingbeen obtained, which consent shall not be unreasonably withheld, conditioned delayed or delayed. conditioned, unless an Event of Default shall have occurred and be continuing in which case such consent maybe withheld by Landlord in its sole discretion. "Material Alteration" is defined as either (cA) Structural Work (as hereinafter defined), or (B) a demolition of any material portion of the Improvements, or (C) Alterations which would materially and adversely affect the building systems or equipment, or (D) Work which involves the construction of a shared common or party wall on a property line which separates a Project from adjacent land, or (E) Work for which the Estimated Cost is in excess of $500,000 for any particularProject or which would cause Work then being conducted for all Projects to exceed $1,000,000, excluding, for purposes of this clause (E) only, Work consisting of renovations effected pursuant to Room of the 90's Plans and Specifications (as hereafter defined) and such other Work effected pursuant to standard renovation plans that have previously been approved by Landlord, and as required by the Indenture, Lender (it being understood that any request for such approval shall not be considered unless each of Landlord and Lender has received detailed plans and specifications, and other information with respect to the proposed renovations as maybe reasonably requested). "Structural Work" is defined as Work which involves in any material respect any roof, load-bearing wall, structural beams, columns, supports, foundation or any other structural element of the Premises. "Estimated Cost" is defined as the estimated cost of materials, construction and labor (not including architects, engineers or other professionals), as estimated by a licensed Architect (or if not required to be estimated by an Architect, as reasonably estimated by Tenant), which estimate together with a complete description of the Work and all related work shall be delivered to, and such estimate and description reasonably approved by, Landlord and, as required by the Indenture, Lender, before the commencement of any Work hereunder. In connection with any Alteration: addition to the limitations set forth in (i) through (iv) above, Tenant agrees that all Alterations, Material Alterations, Structural Work, restoration, repair and any other work which Tenant shall be required or permitted to do under the fair market value provisions of this Lease (hereinafter collectively called the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii"Work") all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (each case subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.following:

Alterations. (a) Upon prior written Except as otherwise expressly set forth in Section 7.03(b) below, Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. Landlord shall have five (5) business days after receipt of the plans for Tenant’s alterations (or twenty (20) business days after receipt of the plans for Tenant’s alterations if the alterations are structural or mechanical in nature) in which to review said plans and in which to give to Tenant notice of its approval or disapproval (and in the case of disapproval, reasonable detail for the disapproval) of said plans. In the event Landlord fails to respond within said five (5) (or twenty (20), if applicable) business day period, Tenant shall provide a second notice to Landlord. If Landlord fails to respond within five (5) business days following Landlord’s receipt of such second notice, the plans submitted by Tenant shall be deemed approved. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises to its pre-alterations condition upon termination of this Lease; otherwise, all such alterations shall, at Landlord’s option, become a part of the realty and the property of Landlord and shall not be removed by Tenant. Tenant has the right, however, to remove Tenant’s Property at any time and from time to time during the Lease Term. (b) Notwithstanding the foregoing, Tenant shall have the right to make alterations to the interior of the Building, without obtaining Landlord’s prior written consent provided that (i) such alterations do not exceed Five Hundred Thousand and No/100 Dollars ($500,000.00) in cost in any Alteration(sone instance during the Lease Term (exclusive of the cost of any equipment being installed in connection with such alteration); (ii) to any Leased Property, that such alterations are non-structural and non-mechanical in nature; (iii) for alterations that will cost in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) (exclusive of the cost of which does not exceed the Threshold Amount any equipment being installed in connection with respect to such Leased Property, in the aggregate, in any calendar year; provided, thatalteration), Tenant complies provides Landlord with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice of its intention to Landlordmake such alterations, stating in reasonable detail the nature, extent and estimated cost of such alterations, and if plans and specifications are being prepared in connection with such alterations, then Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost deliver a copy of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, ; and (iv) Landlord shall have consented to at Landlord’s option, Tenant must remove such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayedalterations and restore the Leased Premises upon termination of this Lease. (c) In connection with any Alteration: If (i) the fair market value City of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses Linden’s approval is required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property alterations, and (viiiii) in such alterations require (x) Landlord’s approval pursuant to Section 7.03(a), or (y) Tenant to notify Landlord of such alterations pursuant to Section 7.03(b), Tenant shall notify Landlord accordingly, and Landlord shall be given the case of any Alteration the estimated cost of which opportunity to participate in any one instance exceeds applicable discussions with the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision City of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsLinden. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, A. Tenant shall have the right to make any Alteration(salterations of and additions to the Improvements (including alterations arising due to casualty or condemnation), provided in all cases that no Events of Default exist hereunder and such alterations shall (a) to any Leased Propertynot reduce the gross square footage of the Improvements, that are non-(b) not adversely affect the structural and or systemic soundness of the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyImprovements, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) adversely affect the fair market value of the affected Leased Property shall not Demised Premises, (d) be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed undertaken with due diligence in a good and workmanlike mannerfashion consistent with the first class nature of the Demised Premises, (e) not violate any law, regulation, restriction or requirements of this Lease, and shall be expeditiously completed in compliance with all Legal Requirements; (iiif) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4)shall, (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration alterations, the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property$1,000,000, such Alterations shall be made under the supervision of an architect or engineer architects/engineers reasonably satisfactory to Landlord and in accordance with any mortgagee pursuant to plans and specifications which reasonably approved by Landlord and any mortgagee. Tenant shall deliver to Landlord "as built" working drawings of any alteration within sixty (60) days of completion of construction thereof. B. The cost of any alteration shall be submitted paid for by Tenant so that the Demised Premises and all portions thereof shall at all times be free of liens for labor and materials supplied to the Demised Premises. The work of any alteration shall be prosecuted with reasonable dispatch. Tenant shall obtain and maintain, at its sole cost and expense, during the performance of such work, worker's compensation insurance covering all persons employed in connection with the work and with respect to which death or injury claims could be asserted against Landlord or Tenant or against the Demised Premises or any interest therein, together with comprehensive general liability insurance for the mutual benefit of Landlord and Tenant with limits of not less than Three Million Dollars ($3,000,000) in the event of injury to one person, Ten Million Dollars ($10,000,000) in respect to any one accident or occurrence, and Two Million Dollars ($2,000,000) for property damage, and "builder's risk" insurance on a completed value form or other comparable coverage on the work. All such insurance shall be in a company or companies authorized to do business in the state in which the Demised Premises are located and rated A-XIII by A.M. Best's insurance ratings or other comparable and nationally recognized rating entity, and all such policies of insurance shall be delivered to Landlord endorsed "Premium Paid" by the company or agency issuing the same prior to the commencement start of any such construction. C. No change, alteration, restoration or new construction shall be in or connect the Improvements with any property, building or other improvement located outside the boundaries of the AlterationsLand, nor shall the same obstruct or interfere with any existing easement. (d) D. Tenant shall notify Landlord in writing 30 days prior to commencing any alterations, additions or improvements to the Demised Premises which have been approved by Landlord so that Landlord shall have the right to record and post notices of nonresponsibility on the Demised Premises. E. All Alterations (excluding Trade Fixtures improvements and alterations made or installed in connection therewith) by Tenant shall immediately, upon completion or installation thereof, become the property of Landlord without payment therefor by Landlord, and shall be free and clear of all liens and rights of others and shall become a part surrendered to Landlord on the expiration of the related Leased Property as if originally demised hereinterm of this Lease.

Alterations. 5.14.1 Both the Landlord and the Tenant will take into consideration any impact on the Environmental Performance of the Premises and the Centre from any proposed works to or at the Premises[ or the Centre]. 5.24.2 The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises118]. 1. Defined terms “Approved Underlease” (a) Upon prior written notice to Landlord, Tenant shall have [for a term of not less than [NUMBER] years calculated from the right to make any Alteration(s) to any Leased Property, that are non-structural and date on which the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.underlease is completed;] (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have lawfully excluded from the right to make any Alteration(s) to any Leased Property, that are structural and/or security of tenure provisions of the cost 1954 Act [if it creates an underletting of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed.a Permitted Part]; (c) In connection granted without any premium being received by the Tenant; (d) reserving a market rent, taking into account the terms of the underletting; (e) containing provisions for rent review at [five yearly] intervals and otherwise on the same terms as in Schedule 2;119 (f) containing provisions for change of use and alterations corresponding to those in this Lease; (g) prohibiting the assignment of part only of the Underlet Premises; (h) allowing assignment of the whole of the Underlet Premises with any Alteration: the prior consent of the Landlord on terms corresponding to those in this Lease; (i) [containing a covenant by the fair market value Undertenant not to create any sub-underlease of the affected Leased Property shall whole or any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any sub-underlease of the whole of the Underlet Premises without the prior written consent120 of the Landlord and the Tenant and a covenant by the Undertenant not to create any sub-underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any sub-underlease of the whole or any part of the Underlet Premises without the prior written consent of the Landlord and the Tenant];121 (j) [containing provisions requiring any Sub-Underlease to contain an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of further underleases on the same terms as paragraph (j) but with the additional provision that no further underleases of whole or part will be created out of those further underleases];] (k) [containing covenants by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, the Tenant and the Undertenant and not to assign part of the Sub-Underlet Premises;] 120 Although the interpretation clause in this Lease states that references to a consent are to a prior written consent, the full form of wording has been included in this paragraph (j) and in paragraph (l) as the relevant interpretation clause may not be lessened after included in the completion of any such Alterationunderlease. (l) containing provisions requiring the Undertenant to pay as additional rent the whole or, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; (m) if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior other provisions that are reasonable having regard to the commencement terms of this Lease and the nature of the Alterations.proposed Underlease; and (dn) All Alterations if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in this Lease; a person approved by the Landlord and who has entered into a direct deed with the Landlord agreeing to: (excluding Trade Fixtures installed a) comply with the terms of the Approved Underlease; and (b) procure that any proposed assignee of the Underlet Premises enters into a direct deed in connection therewith) shall become the property same terms as set out in this definition of Landlord, shall be free and clear of all liens and rights of others and shall become a Approved Undertenant; any part of the related Leased Property as if originally demised herein.Premises that the Landlord approves;] any sub-underlease created out of an Underlease; any tenant under a Sub-Underlease;

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to not make any Alteration(salterations to the ----------- Premises which exceeds $100,000 in the aggregate during any twelve (12) month period during the Term or which affects the structure or mechanical systems of the Building (regardless of cost), including installation of equipment or machinery which requires modifications to any Leased Propertyexisting structural, that are non-structural and mechanical or electrical systems (collectively, "Alterations") without in ----------- each instance first obtaining the cost written consent of which does Landlord (such consent not exceed the Threshold Amount to be unreasonably withheld or delayed). Landlord's consent shall not be required with respect to Alterations other than as described above (e.g., Alterations costing less than $100,000, and any decorative items, floor or wall coverings and furnishings) and the $100,000 amount shall not include any "soft costs" such Leased Propertyas filing fees and architects'/engineers' fees. Landlord's consent or approval of the plans, in the aggregatespecifications and working drawings for any Alterations shall not constitute any warranty or representation by Landlord (and shall not impose any liability on Landlord) as to their completeness, in any calendar year; provideddesign, thatsufficiency or compliance with Applicable Laws. Tenant, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlordits expense, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event pay all reasonable out-of-pocket costs incurred by Landlord relating to the review and approval of Default has occurred Tenant's plans and is then continuingspecifications for all Alterations (excluding Tenant's Work) and the reasonable time-to-time monitoring of the performance of such work by Landlord's local representative (the amounts of such costs to be pre- approved by Tenant), (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans obtain all governmental permits and specifications, estimated budgets and proposed schedule of construction with respect thereto, approvals required and (iviii) Landlord shall have consented cause all Alterations to be completed in compliance with Applicable Laws. All such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such work relating to Alterations shall be performed in a good and workmanlike manner, using new materials and shall be expeditiously completed equipment at least equal in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4)quality to Tenant's Work and by Tenant's contractors, (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; Landlord's prior consent (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt not to be unreasonably withheld or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior delayed). Prior to the commencement of any Alterations by Tenant, Tenant shall deliver certificates issued by Tenant's insurance companies qualified to do business in the Alterations. State of Michigan evidencing that worker's compensation, public liability insurance and property damage insurance (din amounts and on forms reasonably satisfactory to Landlord) are in force and maintained by all contractors and subcontractors engaged to perform such work. All Alterations liability policies shall name Landlord as an additional insured. Each certificate shall provide that the insurance may not be cancelled or modified without ten (excluding Trade Fixtures installed 10) days' prior written notice to Landlord and Mortgagee. Landlord has the right to post notices in connection therewiththe Premises (in reasonable locations designated by Landlord) shall become the property of Landlord, stating that Landlord is not responsible for payment for such work and containing such other reasonable and related information as Landlord deems necessary. All such work shall be free and clear of all liens and rights of others and shall become performed in a part manner which does not unreasonably interfere with Landlord or other tenants of the related Leased Property as if originally demised hereinBuilding, or impose additional expenses upon Landlord in the operation of the Building Complex.

Alterations. 12.01. Tenant may from time to time, at its expense, make alterations (herein called the "Alterations") in and to the Premises, excluding structural changes, provided and upon condition that: (a) Upon prior written notice to Landlord, Tenant the outside appearance of the Building shall have not be affected; (b) the right to make any Alteration(s) to any Leased Property, that Alterations are non-structural nonstructural and the cost strength of which does the Building shall not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar yearbe affected; provided, that, Tenant complies with clause (c) the Alterations are to the interior of this Paragraph 12. the Premises and no part of the Building outside of the Premises shall be affected; (bd) Upon at least 30 days’ prior written notice to Landlordthe proper functioning of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected and the usage of such systems by Tenant shall have the right to make not be increased; (e) before proceeding with any Alteration(s) to any Leased Property, that are structural and/or the Alteration which will cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, more than $100,000 (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(sexcluding decorative items), Tenant shall provide submit to Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and for Landlord's approval (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheldwithheld if the approval of all Superior Mortgagees whose Superior Mortgages require the approval of the Superior Mortgagee shall have been obtained or deemed obtained thereunder; and which Superior Mortgagee approval Landlord shall use diligent efforts to obtain) two sets of plans and specifications for the work to be done, conditioned or delayed. and Tenant shall not proceed with such work until it obtains such approval; (cf) In connection with any Alteration: except in the case of the Work (as defined in Section 3.03) and the Offered Space Work (as ------------ defined in Section 42.03(b)), Tenant shall pay to Landlord upon demand ---------------- Landlord's actual and reasonable out-of-pocket cost and expense of Landlord in (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; reviewing said plans and specifications and (ii) inspecting the Alterations to determine whether the same are being performed in accordance with the approved plans and specifications and all Legal Requirements and Insurance Requirements, including, without limitation, the fees or cost of any architect, engineer or draftsman, including the cost, based upon the actual salaries and fringe benefits of architects, engineers or draftsmen who are employees of Landlord, for such purposes, and a 10% administrative charge; (g) before proceeding with any Alteration which will cost more than $500,000 (exclusive of the costs of decorating work and items constituting the Tenant's Property), as estimated, at Tenant's expense, by a reputable contractor reasonably satisfactory to Landlord and all Superior Mortgagees, Tenant shall obtain and deliver to Landlord such security as shall be reasonably satisfactory to Landlord and all Superior Mortgagees (which security may consist of a payment and performance bond or letter of credit in customary amount from Tenant's contractor); and (h) Tenant shall fully and promptly comply with and observe the Rules and Regulations of Landlord then in force with respect to the making of the Alterations. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alterations is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. 12.02. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of the Alterations and for final approval thereof upon completion, and shall cause the Alterations to be performed in compliance therewith and with all applicable Legal Requirements and Insurance Requirements. The Alterations shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the original installations. The Alterations shall be expeditiously completed performed by contractors first approved by Landlord under the supervision of a licensed architect. The Alterations shall be performed in compliance such a manner as not to violate union contracts affecting the Project, or create any work stoppage, picketing, labor disruption or dispute or any interference with all Legal Requirements; (iii) no such Alteration shall change the permitted use business of Landlord or any tenant of the affected Leased Property Project. In addition, the Alterations shall be performed in such a manner as not to otherwise unreasonably interfere with or delay and as not to impose any additional expense upon Landlord in the construction, maintenance, repair, operation or cleaning of the Project, and if any such additional expense shall be incurred by Landlord as a result of Tenant's performance of the Alterations, Tenant shall pay such additional expense to Landlord on demand. Throughout the performance of the Alterations, Tenant shall carry, or cause its contractors to carry, workers' compensation insurance in statutory limits, "Builder's Risk" insurance reasonably satisfactory to Landlord, and commercial general liability insurance, with completed operation endorsement, for any occurrence in or about the Project, under which Landlord and its managing agent and any Superior Lessors and Superior Mortgagees, whose names and addresses were furnished to Tenant shall be named as additional insureds, in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect before the commencement of the Alterations and, on request, at reasonable intervals during the continuance of the Alterations. If any Alterations involve the removal of any fixtures, equipment or other property in the Premises which are not Tenant's Property, such removed fixtures, equipment or other property shall be either (as described i) offered by Tenant to Landlord for Landlord to keep and store, or (ii) replaced prior to the end of the Term at Tenant's expense with fixtures, equipment or other property of like utility and at least equal value. Upon completion of any Alterations (other than mere decorations) Tenant shall deliver to Landlord scaled and dimensioned reproducible mylars of "as-built" plans for such Alteration. 12.03. Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with the Alterations, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant, which shall be issued by the County of Westchester or the Town of Greenburgh or the Town of Mount Pleasant or any other public authority having or asserting jurisdiction. Tenant shall indemnify and save harmless Landlord and any Superior Mortgagees and Superior Lessors from and against any and all mechanics' and other liens and encumbrances filed in Paragraph 4)connection with the Alterations, (iv) or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant, including, without limitation, security interests in any materials, fixtures or articles so installed in and constituting part of the Premises and against all work done costs, expenses and liabilities incurred in connection with any such Alteration lien or encumbrance or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of record of all such liens and encumbrances within 25 days after the filing thereof. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any notice of violation, provided that Tenant shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.Section 9.02. ------------

Alterations. (a) Upon prior written Except as provided in this Section 9.5, and provided no Event of Default then exists, Lessee may, without the consent of or notice to LandlordLessor, Tenant at Lessee’s own cost and expense, make Alterations to the Property. (b) If Lessee proposes to make (1) Alterations to the exterior of any of the Main Buildings that would be visible from the public roadways or (2) material changes to (as distinguished from replacements or upgrades of) any of the Main Buildings’ structural, mechanical, plumbing, heating, ventilation and air-conditioning, electrical or engineering systems (e.g., installing a large-scale solar-panel system), Lessee shall notify Lessor and Mortgagee of the same at least thirty (30) days prior to the commencement of the Alterations (a “Notice of Alterations”) and shall concurrently therewith furnish Lessor and Mortgagee with reasonably detailed plans and specifications for such Alterations (but in no event shall plans and specifications be required in excess of those delivered to Governmental Authorities as part of Lessee’s applications for permits and licenses). If Lessor in good faith determines that such Alterations, either individually or in the aggregate with all other Alterations, upon completion will materially and adversely affect the fair market value of the Property other than in an immaterial manner, Lessor shall give notice of its objection (a “Notice of Objection”) within ten (10) Business Days after Lessor’s receipt of a Notice of Alterations. If Lessor and Lessee cannot agree whether or not such Alterations would adversely, other than in an immaterial manner, affect the fair market value of the Property within ten (10) Business Days after Lessee’s receipt of a Notice of Objection, such matter shall be resolved by the Appraisal Procedure, wherein the appraiser(s) deciding such matter will value the Property both with and without such Alterations. Each party shall pay its own fees in connection with such appraisal and one-half of the Appraiser’s fees. If Lessee shall prevail in any such dispute, Lessee shall have the right to make such Alterations, subject only to the express limitations contained elsewhere in this Section 9.5 (i.e., other than this subsection (b)). If Lessor shall prevail in any Alteration(ssuch dispute (and even prior to the resolution of any such dispute), Lessee nevertheless may proceed to make such Alterations, subject to the express limitations elsewhere in this Section 9.5 and to the following additional conditions: (1) at the time of initiating such Alterations, Lessee either (x) has a Minimum Rating or (y) posts a bond or other security in a form and from a surety (if applicable) reasonably acceptable to Lessor in an amount equal to the estimated cost of removing such structural Alterations at the end of the Term, repairing any damage to the Property caused by such removal and restoring the affected portion of the Property to substantially the same condition in which it would have been had such Alterations not been made (collectively, the “Removal Cost”, and if Lessor and Lessee shall dispute such estimated cost the matter shall be resolved by the Appraisal Procedure), which bond or other security amount shall be adjusted each January 1 during the balance of the Term commencing on the January 1st first occurring at least 12 months thereafter by the percentage change in the Consumer Price Index from the first of the month in which such bond or securities is first posted, and (2) Lessee shall execute and deliver to Lessor its undertaking (i) to remove by not later than the last day of the stated Term or within thirty (30) days after the earlier termination of this Lease, at Lessee’s own cost and expense, such Alterations, (ii) to repair any Leased Propertydamage to the Property caused by such removal, that are non-structural (iii) to restore the affected portion of the Property to substantially the same condition in which it would have been had such Alterations not been made and (iv) in the event Lessee falls below the Minimum Rating, Lessee shall, within thirty (30) days of the same, post a bond or other security as described above in clause (1)(y) of this Section 9.5(b). If Lessor shall not provide a Notice of Objection within ten (10) Business Days after the giving of a Notice of Alteration, or if Lessor shall have given a Notice of Objection but the resultant dispute shall have been resolved in Lessee’s favor, Lessee shall not be required to restore the Property as provided in the preceding sentence (and if Lessee shall have already delivered any security and the cost undertaking referred to in clause (1)(y) and (2) above prior to the resolution of which does not exceed any such dispute, then the Threshold Amount with respect same shall immediately be returned to Lessee), and Lessee shall have no obligation to remove such Leased PropertyAlteration at the end of the Term under this Section 9.5(b) or any other provision of this Lease, in notwithstanding any provision hereof to the aggregate, in any calendar year; provided, that, Tenant complies with clause contrary. (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant Lessee shall have the right to make seek amendments, variances, special permits and the like in respect of the zoning for the Property (or any Alteration(sportion thereof) to and other Applicable Laws and Restrictions, provided that any Leased Property, that are structural and/or of the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent foregoing shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) cause a reduction in the fair market value of the affected Leased Property (other than to a de minimis extent). During the Term, Lessee shall not be lessened after have exclusive rights in respect of the completion of foregoing, subject to the proviso contained in the immediately preceding sentence. Lessor shall cooperate with Lessee at Lessee’s expense in a prompt and timely manner in connection with any such Alterationactions on the part of Lessee, and such cooperation shall include execution and delivery of documents reasonably required by any such actions. (d) Notwithstanding the terms of Section 9.5(b) or Section 9.5(c), but subject to Sections 9.5(e) and 9.5(f), Lessee shall have the right, without compliance with or otherwise being subject to the terms of Section 9.5(b) or Section 9.5(c), to make the Alterations described on Schedule 9.5(d). (e) Lessee shall, at its structural integrity impaired; cost and expense, make all Alterations to the Property required so as to cause the Property to comply with Applicable Laws and Restrictions. (iif) all such Lessee shall cause any Alterations shall to be performed done and completed in a good and workmanlike manner, in accordance with the plans and shall be expeditiously completed specifications (if any) free from Liens and material faults and defects, and in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use Applicable Laws and Restrictions. Upon completion of the affected Leased Property (as described in Paragraph 4)any Alterations, subject to Lessee’s rights under Section 10.1, (ivx) all work done contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under have been paid and shall have delivered unconditional releases of Liens, and (y) all necessary permits, licenses and other approvals necessary for the supervision of an architect or engineer continued use, operation and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement occupancy of the AlterationsProperty shall have been duly issued. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Lessee shall not alter or renovate the exterior nor interior of the Premises without prior written notice changes to Landlord, Tenant shall have the right be made to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon Lessor at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(sthirty (30) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) days prior to making any commencement of renovations and Lessee shall bear all expenses involved with said renovation. In the event such Alteration(s)consent is given, Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations work shall be performed in a good workmanlike manner in accordance with accepted building practices and so as not to weaken or impair the structure or lessen the value of the building. Lessee shall not, at any time, make any alteration rebuilding, replacement, change, addition, or improvement in or to the demised premises or to any building thereon, unless: (a) the same shall be performed in a first class workmanlike manner, at Xxxxxx's sole expense, and shall not weaken or impair the structural strength, or lessen the value of such buildings as shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall on the demised premises at the time, or change the permitted use purpose for which such buildings may be used; (b) the same shall be made according to plans and specifications therefor, which shall be first submitted to and approved in writing by Xxxxxx; (c) before the commencement of any such work, such plans and specifications shall be approved by all governmental having an interest therein; (d) before the affected Leased Property (as described commencement of any such work, Lessee shall pay the amount of any increase in Paragraph 4)premiums on insurance policies on account of endorsements to be made thereon covering the risk during the course of such work, (iv) and workmen's compensation insurance covering all work done persons employed in connection with any such Alteration shall comply with all Insurance Requirements; the work; (ve) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration if the estimated cost of which such work shall exceed $10,000.00, Lessee shall furnish to Lessor a surety bond in any one instance exceeds the Threshold Amount for the affected Leased Propertya company acceptable to Lessor, such Alterations shall be made under the supervision of in an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior amount equal to the commencement estimated cost of such work, or other security satisfactory to Lessor, guaranteeing the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property completion of Landlordsuch work, shall be free and clear of all liens and rights encumbrances; (f) with respect to each contract for labor, services, materials, or supplies in connection with any such alteration, addition or improvement which shall contemplate or call for an aggregate expenditure therefor of others more than $10,000.00 before the commencement of any such work, Lessee shall deliver to Lessor either (1) a duplicate original of such contract, if in writing, which shall provide that no lien or claim shall thereby be created or arise or be filed by anyone thereunder upon or against the demised premises or any of the equipment thereof, or (2) a written waiver by the architect, engineer, contractor, subcontractor, materialman, mechanic, or other person contracting to furnish such labor, services, materials or supplies, of all right of lien which he or it might otherwise have upon or against the demised premises or the improvements to be altered, repaired, improved or constructed, or the interest of Lessor therein. All buildings, alterations, replacements, additions, improvements, equipment and appurtenances on or in the demised premises at the commencement of the term, and which may be erected, installed or affixed on or in the demised premises during the term, shall be deemed to be and immediately become a part of the related Leased Property as if originally realty and the sole property of Lessor, and shall be deemed to be part of the demised hereinpremises.

Alterations. (a) Upon Prior to the Anticipated Repayment Date, Borrower shall obtain Lender's prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (c) In connection , to any alterations to any Improvements on any Individual Property that may have a material adverse effect on Borrower's financial condition, the value of such Individual Property or the Net Operating Income with any Alteration: respect to such Individual Property, other than (i) tenant improvement work performed pursuant to the fair market value of the affected Leased Property shall not be lessened after the completion terms of any such AlterationLease executed on or before the date hereof, or its structural integrity impaired; (ii) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, provided that the cost of such alteration, under clause (i) or (ii) above, does not exceed five percent (5%) of the Allocated Loan Amount for such Individual Property and that the total of all such Alterations alterations, under clause (i) or (ii) above, shall be performed in a good and workmanlike mannernot exceed five percent (5%) of the original amount of the Loan at any one time, and shall be expeditiously completed in compliance with all Legal Requirements; or (iii) no such Alteration shall change alterations performed in connection with the permitted use restoration of the affected Leased Property after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement. After the Anticipated Repayment Date, Borrower shall obtain Lender's prior written consent to all alterations, which consent may be withheld at Lender's sole discretion. If the total unpaid amounts due and payable with respect to alterations to the Improvements (as described in Paragraph 4other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed either (i) five percent (5%) of the Allocated Loan Amount with respect to the Individual Property on which the alterations have been or are being performed or (ii) five percent (5%) of the original principal amount of the Loan with respect to all alterations at all of the Properties which have been or are being performed (the "THRESHOLD AMOUNT"), Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's obligations under the Loan Documents any of the following: (ivA) all work done cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor's Ratings Group of not less than A-1+ if the term of such Alteration shall comply with all Insurance Requirements; bond or letter of credit is no longer than three (v3) Tenant shall timely pay all costs months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and expenses that the applicable Rating Agencies have confirmed in writing will not, in and of any such Alteration and shall (subject to and itself, result in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out a downgrade, withdrawal or qualification of the same; (vi) Tenant shall procure and pay for all permits and licenses required initial, or, if higher, then current ratings assigned in connection with any such Alteration; (vii) no such Alteration Securitization. Such security shall create any debt or other encumbrance(s) be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the affected Leased Property and (viiiother than such amounts to be paid or reimbursed by tenants under the Leases) in the case of any Alteration the estimated cost of which in any one instance exceeds over the Threshold Amount and may be reduced from time to time by the cost estimated by Lender to terminate any of the alterations and restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property. Provided no Event of Default shall have occurred and provided that Lender has received from Borrower paid receipts indicating that such alteration(s) have been paid for up to the Threshold Amount, then Borrower may request the release of portions of such security that is being held in cash on a monthly basis to reimburse Borrower for further work on such alteration performed for the affected Leased Propertyprior month (a) to Borrower provided that Borrower has delivered paid receipts for such work and has complied with the conditions for disbursement as are set forth in Sections 6.1 and 6.4 hereof, or (b) directly to the contractor, subcontractor or supplier performing such Alterations shall be made under work for such work completed in the supervision of an architect prior month as evidenced by bills or engineer and in accordance invoices for such work delivered to Lender together with plans and specifications such other documentation as Lender may reasonably require, including, without limitation, conditional lien waivers which shall be submitted to Landlord prior to conditioned only upon the commencement payment of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part amount of the related Leased Property bills or invoices submitted by such contractor, subcontractor or supplier, and satisfaction by Borrower of the same conditions to disbursement as if originally demised hereinare set forth in Sections 6.1 and 6.4 hereof.

Alterations. 12.01. Tenant may from time to time, at its expense, make alterations (herein called the "Alterations") in and to the Premises, excluding structural changes, provided and upon condition that: (a) Upon prior written notice to Landlord, Tenant the outside appearance of the Building shall have not be affected; (b) the right to make any Alteration(s) to any Leased Property, that Alterations are non-structural nonstructural and the cost strength of which does the Building shall not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar yearbe affected; provided, that, Tenant complies with clause (c) the Alterations are to the interior of this Paragraph 12. the Premises and no part of the Building outside of the Premises shall be affected; (bd) Upon at least 30 days’ prior written notice to Landlordthe proper functioning of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected and the usage of such systems by Tenant shall have the right to make not be increased; (e) before proceeding with any Alteration(s) to any Leased PropertyAlteration, that are structural and/or the cost of other than decorations which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies otherwise comply with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Section Tenant shall provide submit to Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and for Landlord's approval (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheldwithheld if the approval of all Superior Mortgagees or Superior Lessors which Superior Mortgages or Superior Leases if the Superior Mortgages or Superior Leases require the approval of the Superior Mortgagee or Superior Lessor shall have been obtained) two sets of plans and specifications for the work to be done, conditioned or delayed. and Tenant shall not proceed with such work until it obtains such approval; (cf) In connection with any Alteration: Tenant shall pay to Landlord upon demand the reasonable cost and expense of Landlord in (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; reviewing said plans and specifications and (ii) inspecting the Alterations to determine whether the same are being performed in accordance with the approved plans and specifications and all Legal Requirements and Insurance Requirements, including, without limitation, the fees or cost of any architect, engineer or draftsman, including the cost, based upon the actual salaries and fringe benefits of architects, engineers or draftsmen who are employees of Landlord up to a maximum of $1,500 in each instance, for such purposes; (g) before proceeding with any Alteration which will cost more than $50,000 (exclusive of the costs of decorating work and items constituting the Tenant's Property), as estimated, at Tenant's expense, by a reputable contractor reasonably satisfactory to Landlord and all Superior Mortgagees [or Superior Lessors], Tenant shall obtain and deliver to Landlord such security as shall be satisfactory to Landlord and all Superior Mortgagees [or Superior Lessors]; and (h) Tenant shall fully and promptly comply with and observe the Rules and Regulations of Landlord then in force with respect to the making of the Alterations. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alterations is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. 12.02. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of the Alterations and for final approval thereof upon completion, and shall cause the Alterations to be performed in compliance therewith and with all applicable Legal Requirements and Insurance Requirements. The Alterations shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the original installations. The Alterations shall be expeditiously completed performed by contractors first approved by Landlord under the supervision of a licensed architect. The Alterations shall be performed in compliance such a manner as not to violate union contracts affecting the Project, or create any work stoppage, picketing, labor disruption or dispute or any interference with all Legal Requirements; (iii) no such Alteration shall change the permitted use business of Landlord or any tenant of the affected Leased Property Project. In addition, the Alterations shall be performed in such a manner as not to otherwise unreasonably interfere with or delay and as not to impose any additional expense upon Landlord in the construction, maintenance, repair, operation or cleaning of the Project, and if any such additional expense shall be incurred by Landlord as a result of Tenant's performance of the Alterations, Tenant shall pay such additional expense to Landlord on demand. Throughout the performance of the Alterations, Tenant shall carry, or cause its contractors to carry, workers' compensation insurance in statutory limits, "Builder's Risk" insurance reasonably satisfactory to Landlord, and commercial general liability insurance, with completed operation endorsement, for any occurrence in or about the Project, under which Landlord and its managing agent and any Superior Lessors and Superior Mortgagees, whose names and addresses were furnished to Tenant, shall be named as additional insureds, in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect before the commencement of the Alterations and, on request, at reasonable intervals during the continuance of the Alterations. If any Alterations involve the removal of any fixtures, equipment or other property in the Premises which are not Tenant's Property, such fixtures, equipment or other property shall be replaced prior to the end of the Term at Tenant's expense with new fixtures, equipment or other property of like utility and at least equal value. Upon completion of any Alterations (as described other than mere decorations) Tenant shall deliver to Landlord scaled and dimensioned reproducible mylars of "as-built" plans for such Alteration(s). 12.03. Tenant shall have no right or power to do any act or make any contract which may create or be the foundation for any lien, mortgage or other encumbrance upon the estate of Tenant or of Landlord, or of any interest of Landlord in Paragraph 4)the Building, (iv) all the Land or the Premises, it being agreed that should Tenant cause any such alterations, changes, additions, improvements or repairs to be made to the Premises, or material furnished or labor performed therein or thereon, neither Landlord nor the Land, the Building nor the Premises shall, under any circumstances be liable for the payment of any expense incurred or for the value of any work done or material furnished to the Premises or any part thereof, but all such alterations, changes, additions, improvements and repairs, and materials and labor shall be at Tenant's expense, and Tenant shall be solely and wholly responsible to contractors, laborers and materialmen furnishing labor and material to the Premises or any part thereof; and every contractor, laborer and materialman is put on notice that no consent is given by Landlord for such work to be performed or materials to be furnished on or for the account of Landlord or which may subject Landlord to any liability or subject Landlord's interest in the Land, Building or Premises to any lien. Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with the Alterations, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant, which shall be issued by the County of Suffolk or the Town of Smithtown or any other public authority having or asserting jurisdiction. Tenant shall indemnify and save harmless Landlord and any Superior Mortgagees and Superior Lessors from and against any and all mechanics' and other liens and encumbrances filed in connection with the Alterations, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant, including, without limitation, security interests in any materials, fixtures or articles so installed in and constituting part of the Premises and against all costs, expenses and liabilities incurred in connection with any such Alteration lien or encumbrance or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of record of all such liens and encumbrances within 10 days after the filing thereof. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any notice of violation, provided that Tenant shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsSection 9.02. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to LandlordLandlord (but without consent), Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are non-structural not Structural Alterations and the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph Section 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased Property, Premises that are structural Structural Alterations and/or the cost of which exceeds the Threshold Amount for such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, that (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00Section 12, and (xxxiii) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets budget and proposed schedule of construction with respect thereto, thereto and (iv) Landlord shall have consented to such Alterations in writingAlterations, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property Premises shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements and Insurance Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property Premises (as described in Paragraph Section 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens Liens filed against any of the affected Leased Property Premises arising out of the same; (viv) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viiivi) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyAmount, such Alterations shall be made under the supervision of an architect or engineer selected by Xxxxxx and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. In the event of any Structural Alterations that change the footprint of the Improvements and/or include the addition of any Improvements, promptly after completion thereof, Tenant, at its expense, shall provide Landlord with an updated ALTA as-built survey, certified to Landlord and its successors and assigns, showing the Leased Premises after giving effect to such Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall shall, upon the expiration or earlier termination of this Lease become the property of Landlord, without any further act. To the extent permitted by the Code and by any applicable state tax laws and regulations, Tenant shall be free and clear entitled to the tax benefits, if any, with respect to any Alterations made by Tenant at Tenant’s expense until such time as such Alterations become the property of all liens and rights of others and shall become a part of Landlord pursuant to the related Leased Property as if originally demised hereinforegoing sentence.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural At Lessee's own cost and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, thatexpense, (i) Lessee shall make alterations, renovations, improvements and additions to the Site or any part thereof and substitutions and replacements therefor (collectively, "Alterations"), so long as such Alterations are (a) made to repair or maintain ----------- the Site in the condition required by Section 9.1; (b) necessary in order for ----------- the Site to be in compliance with Applicable Laws and Regulations; or (c) necessary or advisable to restore the Site to its condition existing prior to a Casualty or Condemnation; and (ii) so long as no Lease Default or Lease Event of Default has occurred and is then continuing, Lessee may undertake Alterations so long as such Alterations comply with Applicable Laws and Regulations and with Section ------- 9.1 and subsection (ii) Tenant complies with clause (cb) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed.Section. --- (cb) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion The making of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall must be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; following requirements (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) provided that, in the case of any Alteration required by -------- an emergency or by Applicable Laws and Regulations, Lessee shall (x) promptly notify Lessor and Agent thereof, and (y) effect such Alteration in a manner to avoid (or minimize if it is not possible to avoid) any violation of clause (4) below): (1) Lessee shall not make any Alterations in violation of the estimated cost terms of which in any one instance exceeds restriction, easement, condition or covenant or other matter affecting title to the Threshold Amount for the affected Leased Property, such Site. (2) No Alterations shall be undertaken until Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Governmental Authorities having jurisdiction over the Site. Lessor, at Lessee's expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable. (3) The Alterations shall be expeditiously completed in a good and workmanlike manner and in compliance with all Applicable Laws and Regulations then in effect and the standards imposed by any insurance policies required to be maintained hereunder. (4) All Alterations shall, when completed, be of such a character as to not materially adversely affect the Fair Market Sales Value, utility, remaining economic useful life or residual value of the Site from its Fair Market Sales Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Alterations being made under by virtue of a Casualty or Condemnation, immediately prior to the supervision occurrence of an architect such Casualty or engineer Condemnation. (5) Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Site, other than Permitted Liens; provided, that Lessee -------- shall have the right to contest the amount claimed by any such supplier of labor or materials in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement applicable provisions of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.Section ------- 9.5. ---

Alterations. (a) Upon prior written notice At Lessee's own cost and expense, (i) Lessee shall make Lease Agreement alterations, renovations, improvements and additions to Landlordany Site(s) or any part thereof and substitutions and replacements therefor (collectively, Tenant shall have "Alterations") so long as such Alterations are (A) made to repair or maintain the right to make any Alteration(sSite(s) in the condition required by Section 9.1; (B) necessary in order for the Site(s) to any Leased Propertybe in compliance with Applicable Laws and Regulations; or (C) necessary or advisable to restore the Site(s) to their condition existing prior to a Casualty or Condemnation; and (ii) so long as no Lease Event of Default or Lease Payment/Bankruptcy Default has occurred and is continuing, that are non-structural Lessee may undertake Alterations on one or more Sites so long as such Alterations comply with Applicable Laws and the cost of which does not exceed the Threshold Amount Regulations and with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause Section 9.1 and subsection (cb) of this Paragraph 12Section 9.2. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to The making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall must be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the samefollowing requirements; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) provided that in the case of any Alteration required by an emergency or by Applicable Laws and Regulations, Lessee shall (x) promptly notify Agent thereof, (y) not be bound by the estimated provisions of clause (1) below and (z) effect such Alteration in a manner to avoid (or minimize if it is not possible to avoid) any violation of clause (5) below: (1) No such Alterations with a cost exceeding $500,000 (or, in the case of which in related Alterations at any one instance exceeds Site, with an aggregate cost exceeding $500,000) shall be made or undertaken except upon not less than thirty days' prior written approval of Agent, which approval shall not be unreasonably withheld. For any Alterations which are subject to this clause (1), if Agent, in its good faith judgment, believes that such Alterations may violate the Threshold Amount for provisions of clause (5) below, Agent (on behalf of the affected Leased PropertyParticipants) may engage an appraiser of nationally recognized standing, at Lessee's expense, to determine (by appraisal methods satisfactory to Agent) the projected Fair Market Sales Value of any Facility following the completion of Alterations relating thereto and may delay its approval until receipt of such appraisal. (2) Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to the Site. (3) No Alterations shall be undertaken until Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of Lease Agreement all municipal and other Authorities having jurisdiction over the Site. Lessor, at Lessee's expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable. (4) The Alterations shall be expeditiously completed in a good and workmanlike manner and in compliance with all Applicable Laws and Regulations then in effect and the standards imposed by any insurance policies required to be maintained hereunder. (5) All Alterations shall, when completed, be of such a character as to not materially adversely affect the Fair Market Sales Value, utility, remaining economic useful life or residual value of the Site from its Fair Market Sales Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Alterations being made under by virtue of a Casualty or Condemnation, immediately prior to the supervision occurrence of an architect such Casualty or engineer Condemnation. (6) Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Site, other than Permitted Liens; provided, that Lessee shall have the right to contest the amount claimed by any such supplier of labor or materials in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement applicable provisions of the AlterationsSection 9.5. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior Without first obtaining the written notice to consent of Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. , Tenant shall not make or cause to be made to the Premises any addition, renovation, alteration, reconstruction or change (ccollectively, "ALTERATIONS") In connection with any Alteration: (ia) involving structural changes or additions, or (b) subject to Section 7.2 above, to the fair market value exterior of the affected Leased Property East Tower; provided, however, that all Alterations (including, without limitation, build-out of office or lab space) may be made without Landlord's consent if any Alterations project costs less than Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate for that particular project; and provided, further, in no event may Landlord withhold consent to avoid payment of costs of Unrelated Alterations for which Landlord is responsible pursuant to Section 7.4(a) above. In any event, any Alterations performed by Tenant shall be made in accordance with Applicable Laws, and where the cost thereof exceeds $50,000 in the aggregate (including any Alterations already in progress for which Tenant has not provided Landlord with notice), Tenant shall notify Landlord five (5) days prior to constructing any Alterations in order to afford Landlord the opportunity to post a notice of non-responsibility. If Landlord's consent is required, then Tenant shall submit to Landlord reasonably detailed plans and specifications for all proposed Alterations when requesting Landlord's consent therefor. Tenant shall only be obligated to remove or restore Alterations made to the Premises by Tenant if Landlord, at the time Landlord grants its consent therefor, states in writing that they must be removed or restored upon expiration or earlier termination of this Lease. In no event shall Tenant be required to remove Unrelated Alterations. Subject to the provisions of Section 19.16, (a) for Alterations for which Landlord's consent is not required by the terms of this Lease, Tenant shall not be lessened after the completion of any required to remove or restore such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike mannerAlterations, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (vb) Tenant may, at its option, remove or restore any Alterations (including Unrelated Alterations paid for by Tenant) at any time on or before the expiration or earlier termination of this Lease. The term "IMPROVEMENTS" as used herein shall timely pay include all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice Lessee may, at its expense, make additions to Landlordand alterations of the Improvements, Tenant shall have and construct additional Improvements on the right to make any Alteration(s) to any Leased PropertyPremises (collectively, "Alterations"), provided that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event the fair market value, utility and useful life of Default has occurred the Premises shall not be reduced or lessened thereby, and is then continuingthe character and use of the Property as a first-class office building shall not be altered or impaired,(ii) such Alterations shall be expeditiously completed in a good and workmanlike first-class manner, free and clear of liens and encumbrances, and in compliance with all applicable Legal Requirements, the requirements of all insurance policies required to be maintained by Lessee hereunder and the terms and provisions of this Lease, (iiiii) Tenant complies with clause Lessee shall not make any Alterations in violation of the terms of any Fee Mortgage, restriction, easement, condition, covenant or other matter affecting title to or use of the Premises (c) of this Pxxxxxxxx 00, (xxx) prior to making other than any such Alteration(sLeasehold Mortgage), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord no Material Alterations, as hereafter defined, shall be made unless Lessor's prior written consent shall have consented to such Alterations in writingbeen obtained, which consent shall not be unreasonably withheld, conditioned delayed or delayed. conditioned, unless an Event of Default shall have occurred and be continuing in which case such consent may be withheld by Lessor in its sole discretion. "Material Alteration" is defined as an Alteration which exceeds a total Estimated Cost of $1,000,000. "Estimated Cost" is defined as the estimated cost of materials, construction and labor (cnot including architects, engineers or other professionals), as estimated by a licensed architect (or if not required by the terms hereof to be estimated by an architect, as reasonably estimated by Lessor), which estimate together with a complete description of the Work (as hereinafter defined) and all related work shall in any case be delivered to, and such estimate and description reasonably approved by, Lessor, and to the extent required by any Leasehold Mortgage, by the holder thereof, before the commencement of any Work hereunder, whether or not such Work shall constitute a Material Alteration. In connection with any Alteration: addition to the limitations set forth in (i) through (iv) above, Lessee agrees that all Alterations, restoration, repair and any other work which Lessee shall be required or permitted to do under the fair market value provisions of this Lease (hereinafter collectively called the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii"Work") all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (each case subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.following:

Alterations. (a) Upon Tenant (i) will not make any Alterations which would (after the completion thereof) impair the structural integrity of the Leased Premises without Landlord's prior written notice to consent, which consent may be withheld in Landlord, Tenant shall have the right to 's sole discretion; and (ii) may make any Alteration(s) to any Leased Property, that are non-structural and other Alterations without the cost prior written consent of which does not exceed Landlord provided such Alterations comply with the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) provisions of this Paragraph 12Section 12(b). (b) Upon at least 30 days’ If Landlord gives its prior written notice consent to Landlordany Alterations, or if such consent is not required, Tenant shall have the right to make any Alteration(s) to any Leased Property, agrees that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall Premises will not be lessened in any material respect after the completion of any such Alteration, or its nor shall the structural integrity of the Leased Premises be impaired; (ii) the Alteration and any Alteration theretofore made or thereafter to be made may not in the aggregate reduce the gross floor area of the Improvements by more than 10%; (iii) all such Alterations shall will be performed in a good and workmanlike manner, and shall will be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall will comply with all Insurance Requirements; (v) Tenant shall timely will promptly pay all costs and expenses of any such Alteration Alteration, and shall will (subject to and in compliance with the provisions of Paragraph Section 18) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; (vi) Tenant shall will, prior to making any Alterations, procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, $500,000 (A) such Alterations shall Alteration will be made under the supervision of an architect or engineer and and, in accordance with plans and specifications which shall will be submitted to Landlord (for informational purposes only where Landlord's consent is not required) prior to the commencement of the Alterations. , and (dB) All Tenant shall deliver or cause its general contractor to deliver to Landlord payment and performance bonds (issued by companies and in a form reasonably acceptable to Landlord) covering all such Alterations, provided that such requirement shall be waived to the extent Tenant shall have a Standard & Poor's rating of BBB- or better; (viii) all such Alterations (excluding Trade Fixtures installed in connection therewith) shall become will be the property of Landlord and will be subject to this Lease; (ix) Tenant will execute any documents or instruments reasonably required, if any, by Landlord to transfer, assign and convey such Alterations to Landlord, and (x) at least ten (10) days before beginning construction of structural Alterations, Tenant shall be free send written notice of its intent to make such structural Alterations to Landlord, which notice must contain plans and clear specifications relating to the contemplated Alterations. Tenant shall also deliver to Landlord copies of all liens such licenses and rights of others and shall become a part permits that Tenant is required to obtain in connection with the construction of the related Leased Property as if originally demised hereinAlterations, either with Tenant's notice described in the preceding clause (x) or within a reasonable time after receiving such licenses and permits. No consent of Landlord will be required in connection with Tenant's obligations under the preceding clause (x), unless such notice is otherwise required under Section 12(a).

Alterations. (a) Upon prior written notice to Landlord, a. Tenant shall have not make Alterations which would (after the right to make any Alteration(scompletion thereof) to any impair the structural integrity of the Leased Property, Premises or adversely affect the systems of the building(s) that are non-structural and part of the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyPremises, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior without Landlord's written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingconsent, which consent shall Landlord agrees not be unreasonably withheld, conditioned to withhold or delayeddelay. Tenant may make any other Alterations without the prior written consent of the Landlord provided such Alterations comply with all of the provisions of the following sentence. (c) b. In the event that Landlord gives its prior written consent to any Alterations, or if such consent is not required, Tenant agrees that in connection with any Alteration: (i) the fair market value of the affected Leased Property Premises shall not be lessened in any material respect after the completion of any such Alteration, or its structural integrity impairedimpaired or its systems adversely affected; (ii) the Alteration and any Alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Improvements; (iii) all such Alterations shall be performed in a good and workmanlike mannermanner using new materials of a quality at least equal to the quality of the original Improvements, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration Alteration, and shall (subject to and in compliance with the provisions of Paragraph 1818 hereof) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no all such Alteration Alterations shall create any debt or other encumbrance(s) on be the affected Leased Property property of Landlord and shall be subject to this Lease; and (viii) in the case of any Alteration which involves the building systems, roof, foundations, footing or other or structural elements of the Improvements, or the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyFifty Thousand Dollars ($50,000.00), such Alterations shall be made under the supervision of an experienced, licensed architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord (for informational purposes only) prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice Lessee may, at its expense, make additions to Landlordand alterations of the Improvements, Tenant shall have and construct additional Improvements on the right to make any Alteration(s) to any Leased PropertyPremises (collectively, "ALTERATIONS"), provided that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event the fair market value, utility and useful life of Default has occurred the Property shall not be reduced or lessened thereby, and is then continuingthe character and use of the Property as a first-class office building shall not be altered or impaired, (ii) Tenant complies such Alterations shall be expeditiously completed in a good and workmanlike first-class manner, free and clear of liens and encumbrances, and in compliance with clause (c) all applicable Legal Requirements, the requirements of all insurance policies required to be maintained by Lessee hereunder and the terms and provisions of this Pxxxxxxxx 00Lease, (xxxiii) prior Lessee shall not make any Alterations in violation of the terms of any Leasehold Mortgage, restriction, easement, condition, covenant or other matter affecting title to making or use of the Property (other than any such Alteration(sFee Mortgage), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord no Material Alterations, as hereafter defined, shall be made unless Lessor's prior written consent shall have consented to such Alterations in writingbeen obtained, which consent shall not be unreasonably withheld, conditioned delayed or delayed. conditioned, unless an Event of Default shall have occurred and be continuing in which case such consent may be withheld by Lessor in its sole discretion. "MATERIAL ALTERATION" is defined as an Alteration which exceeds a total Estimated Cost of $2,500,000. "ESTIMATED COST" is defined as the estimated cost of materials, construction and labor (cnot including architects, engineers or other professionals), as estimated by a licensed architect (or if not required by the terms hereof to be estimated by an architect, as reasonably estimated by Lessor), which estimate together with a complete description of the Work (as hereinafter defined) and all related work shall in any case be delivered to, and such estimate and description reasonably approved by, Lessor, and to the extent required by any Fee Mortgage, by the holder thereof, before the commencement of any Work hereunder, whether or not such Work shall constitute a Material Alteration. In connection with any Alteration: addition to the limitations set forth in (i) through (iv) above, Lessee agrees that all Alterations, restoration, repair and any other work which Lessee shall be required or permitted to do under the fair market value provisions of this Lease (hereinafter collectively called the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii"WORK") all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (each case subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.following:

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have be entitled to a one-time tenant improvement allowance (the right "ALTERATIONS ALLOWANCE") in a total amount not to exceed Five Hundred Thousand and No/100 Dollars ($500,000.00) for the costs relating to the design and construction of standard industrial building improvements, which are permanently affixed to the Property (the "ALTERATIONS"). In no event shall Landlord be obligated to make any Alteration(s) disbursements pursuant to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of 7 in a total amount which exceeds the Threshold Amount Alterations Allowance. Tenant shall be solely responsible for such Leased Propertyany cost of the Alterations that exceed the Alteration Allowance. The Alterations shall be mutually agreed to by Landlord and Tenant. If Tenant hires a contractor other than Commerce Construction Co. L.P. ("COMMERCE"), in then Tenant shall comply with all of the aggregate, in any calendar year; provided, that, following requirements (prior to Landlord's reimbursement to Tenant of an amount not to exceed the Alterations Allowance): (i) no Event Tenant's delivery to Landlord all necessary permits, approvals and other entitlements, if required, from the City of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations Industry in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impairedAlterations; (ii) all such Alterations contractors shall be performed licensed and in a good and workmanlike mannerstanding by the Department of Consumer Affairs Contractor State License Board, and shall be expeditiously completed in compliance State of California with all Legal Requirementsat least five (5) years experience; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described Alterations are constructed in Paragraph 4), good workmanlike manner; (iv) Tenant delivery to Landlord invoices for all work done in connection with any such Alteration shall comply with all Insurance Requirementsof labor rendered and materials delivered to the Property; (v) executed mechanic's lien releases for all of Alterations which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (vi) within ten (10) days after completion of construction of the Alterations, Tenant shall timely pay cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. Upon Landlord's election, pursuant to SECTION 6.06 of the Industrial Lease, the Alterations shall become Landlord's property and shall be surrendered to Landlord upon the expiration or earlier termination of the Lease in such condition as set forth in the Lease. Tenant's indemnity of Landlord as set forth in the Lease shall also apply with respect to any and all costs costs, losses, damages, injuries and expenses liabilities related in any way to any act or omission of Tenant or Tenant's agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant's Third Amendment\367401\RR\2943-082 18305 & 10000 X. Xxx Xxxx Avenue, April 20, 2004 City of Industry, CA [HOT TOPIC ADMINISTRATION, INC.] non-payment of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property amount arising out of the same; (vi) Tenant shall procure and pay for Alterations and/or Tenant's disapproval of all permits and licenses required in connection with or any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case portion of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount request for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationspayment. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice Tenant may, at its expense, make additions to Landlordand alterations of the Building Improvements, Tenant shall have the right to make any Alteration(s) to any Leased Propertyand construct additional improvements (collectively, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property“Alterations”), in the aggregate, in any calendar year; provided, provided that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, : (i) no Event the fair market value, utility and useful life of Default has occurred and is then continuing, the Premises shall not be reduced or lessened thereby; (ii) such Alterations shall be timely completed in a good and workmanlike manner, free and clear of liens and encumbrances, and in compliance with all applicable Legal Requirements and the requirements of all insurance policies required to be maintained by Tenant complies with clause hereunder; and (ciii) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(sexcept as set forth in Section 3.4(b), Tenant no Material Alterations, as hereafter defined, shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord be made unless Landlord’s prior written consent shall have consented to such Alterations in writingbeen obtained, which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) In connection with any conditioned, unless an Event of Default shall have occurred and be continuing in which case such consent may be withheld by Landlord in its sole discretion. “Material Alteration: ” is defined as (i) the fair market value any expansion or alteration of the affected Leased Property shall not be lessened after building envelope of the completion of any such AlterationBuilding Improvements, or its structural integrity impaired; (ii) any alteration or other Work which affects the structural elements, foundation, roof, exterior walls or building systems of the Building Improvements, other than in a de minimis manner, and/or (iii) any Work for which the Estimated Cost (defined hereinafter) is in excess of One Hundred Twenty Five Thousand Dollars ($125,000) in a single instance or Five Hundred Thousand Dollars ($500,000) in the aggregate over a consecutive twelve (12) month period. “Estimated Cost” is defined as the estimated cost of materials, construction and labor (not including architects, engineers or other professionals), as estimated by a licensed architect, which estimate together with a complete description of the Work and all related work shall be delivered to, and such estimate and description reasonably approved by, Landlord before the commencement of any Work hereunder. In addition to the limitations set forth in (i) through (iii) above, Tenant agrees that all Alterations and Material Alterations that Tenant shall be required or permitted to do under the provisions of this Lease (hereinafter collectively called the “Work”), including (without limitation, the Building Expansion pursuant to Section 3.4(b), shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (each case subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.following:

Alterations. During the Basic Lease Term, Lessee, at Lessee’s own cost and expense, shall make all alterations, renovations, improvements, fixtures, modifications and additions to the Leased Property or any part thereof (collectively, “Alterations”) that are (i) necessary to repair or maintain the Leased Property in the condition required by Section 6.1 and Article VII; (ii) necessary in order for the Leased Property to be in compliance with Applicable Laws and Insurance Requirements in all material respects; and (iii) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required or permitted pursuant to Article 10 (collectively, the “Required Alterations”). So long as no Lease Event of Default exists, Lessee, at its sole discretion and at its cost and expense, may make other Alterations to the Leased Property so long as such Alterations comply with Applicable Laws in all material respects and with the following requirements (collectively, the “Permitted Alterations”): (a) Upon no Alteration may materially impair the Fair Market Value, utility, or useful life of the Leased Property from that which existed immediately prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.Alteration; (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations each Alteration shall be performed made in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; ; (iiic) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration Lessee shall comply with all Applicable Laws (including all Environmental Laws) and Insurance Requirements; Requirements applicable to each Alteration; (vd) Tenant Lessee shall timely pay all costs and expenses and shall discharge (or cause to be insured or bonded over) any Liens arising with respect to each Alteration within 45 days after the same shall be filed (or otherwise become effective); (e) Lessee may not make any Alterations that would be in violation, in any material respect, of the terms of any such Alteration and shall (subject restriction, easement, condition, covenant or other similar matter affecting title to and in compliance with or binding on the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of unless Lessee has obtained, to the same; extent required from time to time, all material permits, consents and authorizations relating to such Alterations from the applicable Governmental Authorities or third Persons (vi) Tenant Lessor, at Lessee’s expense, shall procure join in the application for any such permit or authorization and pay for all permits execute and licenses required deliver any document in connection with any therewith, whenever such Alterationjoinder is necessary or advisable); and (viif) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such all Alterations shall be made under located exclusively on the supervision of an architect Land unless Lessee (or engineer and in accordance with plans and specifications which shall be submitted Lessor) has obtained access rights reasonably satisfactory to Landlord prior to the commencement of the AlterationsAdministrative Agent. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice Lessee, at its expense (except to Landlordthe extent otherwise provided in Paragraph 17, Tenant shall have the right to make any Alteration(s) Alteration whether or not severable required by any Legal Requirements (a "Mandatory Alteration"). In addition, Lessee, at its expense, may from time to time make any Leased PropertyAlterations that Lessee may, in its sole discretion, deem necessary or desirable in the conduct of its business; PROVIDED, HOWEVER, that are non-structural and the cost of which does not exceed the Threshold Amount with respect Lessee will give notification to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) Lessor prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Non-Severable Alterations in writingexcess of four million dollars ($4,000,000). All Alterations made pursuant to either of the first two sentences of this Paragraph 12(a) shall be completed in a good and workmanlike manner and in a manner that does not decrease the fair market value, which consent utility, residual value or remaining useful life of the Leased Premises; PROVIDED that Alterations required by Legal Requirements or insurance requirements shall not in all cases be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: deemed to have satisfied the requirements of this sentence. Lessee agrees that (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such AlterationAlterations, or its structural integrity impaired; (ii) all such Alterations construction and installations shall be performed in a good and workmanlike manner, (ii) all such Alterations, construction and installations shall be expeditiously completed in compliance with all Legal Requirements; , (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration Alteration, construction or installation shall comply with all Insurance Requirements; the requirements of any insurance policy required to be maintained by Lessee hereunder, (viv) Tenant Lessee shall timely promptly pay all costs and expenses of any such Alteration Alteration, construction or installation and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; same (visubject to Paragraph 17), (v) Tenant Lessee shall procure and pay for all permits and licenses required in connection with any such Alteration; Alterations, construction or installation, and (viivi) no all such Alterations, construction or installations shall be part of the Leased Premises, provided that Alterations which are separate buildings or improvements constructed by Lessee at its sole cost and expense shall be the property of Lessee and provision shall be made for an equitable allocation to Lessee of the proceeds of any disposition or lease of the Leased Premises by Lessor to reflect the value of such buildings and improvements. (a) Title to each Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and vest as follows: (viiii) in the case of any each Non-Severable Alteration and Mandatory Alteration whether or not Lessor shall have provided financing of the estimated cost of such Alteration, Lessor shall, without further act, effective on the date such Alteration shall have been incorporated into the Facility, acquire title to such Alteration; (ii) in the case of each Severable Alteration Lessee shall retain title to such Alteration; and (iii) title to all Severable Alterations, title to which was vested in Lessee at the Expiration Date but which remain in or on the Leased Premises (or any one instance exceeds Property) on the Threshold Amount for Expiration Date, except if due to a delay in determining the affected Leased Propertypurchase price under the last sentence of this Paragraph 12(b), shall vest automatically in Lessor as of such date without the payment of any sum. Immediately upon title to an Alteration vesting in Lessor pursuant to this Paragraph 12(b), such Alterations Alteration shall, without further act, become subject to this Lease and be deemed part of the Leased Premises (and the applicable Property) for all purposes hereof provision shall be made under for an equitable allocation to Lessee to reflect the supervision value of an architect or engineer and such Alterations. Alterations, title to which remains in accordance with plans and specifications which shall be submitted Lessee pursuant to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlordthis Paragraph 12(b), shall not be, or be free and clear of all liens and rights of others and shall become deemed to be, a part of the related Leased Property Premises or any Property. At least ninety (90) days prior to, but not more than one hundred and eighty (180) days prior to, the Expiration Date, Lessee shall provide Lessor in writing with a list of each Severable Alteration (other than Mandatory Alterations) to which Lessee has retained title and which Lessee intends to remove from the Facility. Lessor must give Lessee notice of its election to exercise its option to purchase or lease the Severable Alterations, if at all, by written notice to Lessee within thirty (30) days after receipt of Lessee's notice specifying such Severable Alterations. On the Expiration Date, if Lessee shall not have exercised its purchase option under Paragraph 33 hereof, Lessor will have the option to lease or purchase any Severable Alteration (other than Mandatory Alterations) to which Lessee has retained title at the then fair market value for such Severable Alteration (determined by an appraisal by an appraiser mutually acceptable to both Lessee and Lessor in the absence of agreement of the parties) (a) Subject to compliance with Legal Requirements, Lessee may remove from time to time any Severable Alteration (other than Mandatory Alterations) to which Lessee has title in accordance with Paragraph 12(b); and any other property to which Lessee shall have title described in Paragraph 12(d); PROVIDED that Lessee, at its expense and in any event prior to the Expiration Date, shall promptly repair any damage to the Leased Premises caused by such removal. (a) The trade or other fixtures, personal property, machinery, equipment and the like in the Leased Premises which are owned by Lessee and placed or installed in the Leased Premises in accordance with Paragraph 11(b)(ii) are acknowledged by Lessor to be Lessee's property (and do not constitute part of the Leased Premises) (collectively, "Lessee Equipment") and, without Lessor's prior written approval, Lessee may make such improvements and alterations thereto and to Additional Equipment as if originally demised hereinit may desire, at its own expense. Subject to Paragraph 12(c), any such trade or other fixtures and any trade or other fixture of Lessee hereafter made or installed by or for Lessee (and not constituting a Non-Severable Alteration or Mandatory Alteration), and any Severable Alteration which is not a Mandatory Alteration made or installed by or for Lessee to which Lessee has title in accordance with Paragraph 12(b), shall remain the property of Lessee and in case of damage or destruction thereto by fire or other causes, Lessee shall have the right to recover the value thereof as its own loss from any insurance company with which it has insured the same, or to claim an award in the event of condemnation. Lessee may remove all or any of such things, at any time during the Term or, at its option, Lessee may abandon the same, in whole or in part, to Lessor at the expiration or earlier termination of the Lease by vacating the Leased Premises without removing the same, in which case title to such property shall vest in Lessor and such property shall become part of the Leased Premises; PROVIDED that in the case of any such removal by Lessee, Lessee shall repair any damage to the Leased Premises caused by such removal; and PROVIDED, FURTHER, that Lessee shall pay, or reimburse Lessor for, any reasonable costs incurred by Lessor in connection with the removal or disposal by it of such abandoned property. Effective from and after the Commencement Date, Lessor waives any Lien or other similar right to which it may be entitled by statute (or any similar Lien at common law in favor of landlords) which it might now or hereafter otherwise have in or with respect to the property of Lessee or any part thereof as against Lessee.

Alterations. 9.1 The original improvement of the Premises shall be accomplished in accordance with the provisions of this Section 9.1 and, except as specified in Section 3.2 hereof with respect to the delivery of possession of the Premises to Tenant by Landlord, Landlord is under no obligation to make any structural or other alterations, decorations, additions, improvements or other changes (collectively, “Alterations”) in or to the Premises or the Building except as (if any) or as otherwise expressly provided in this Lease. Notwithstanding the foregoing, Landlord shall make available (i) for the performance of Tenant’s Work (as hereinafter defined) and (ii) in an amount not to exceed twenty-five percent (25%) of the Tenant Allowance (as hereinafter defined), for space planning, architectural and engineering services related thereto, legal fees and relocation expenses relating to Tenant’s move to the Premises, Tenant’s internal security system and equipment or rental thereof for use in the Premises, as well as the Tenant’s Work Coordination Fee (as hereinafter defined), an allowance (the “Tenant Allowance”) in an amount equal to the product of (a) Upon prior written notice Forty Dollars ($40.00) multiplied by (b) the number of square feet of rentable area comprising the Premises. As used herein, the Tenant’s Work Coordination Fee shall mean an amount equal to three percent (3%) of the costs of Tenant’s Work, which Tenant’s Work Coordination Fee Tenant shall pay to Landlord. Landlord shall pay the Tenant Allowance to Tenant in increments, in each case following Tenant’s completion of Tenant’s Work (as hereinafter defined) and Landlord’s receipt from Tenant of (i) invoices reasonably evidencing work or services performed with respect to the portion of Tenant’s Work (as hereinafter defined) for which disbursement of a portion of the Tenant Allowance is being requested, (ii) receipted bills or other evidence that the aforesaid invoices for which disbursement of a portion of the Tenant Allowance is being requested have been paid in full, and (iii) waivers or releases of liens from each of Tenant’s contractors, subcontractors and suppliers in connection with the work performed or materials supplied as evidenced by the aforesaid invoices for which disbursement of a portion of the Tenant Allowance is being requested; provided, however, that in no event shall Tenant have the right to make request a disbursement of the Tenant Allowance more often than once per month. Tenant shall improve the Premises in accordance with the Tenant’s Plans (as hereinafter defined). Tenant shall submit to Landlord Tenant’s final plans and specifications for improvements to the Premises (the “Tenant’s Plans”), which shall be subject to Landlord’s prior written approval (the work set forth in the Tenant’s Plans being referred to herein as “Tenant’s Work”) which approval shall not be unreasonably withheld or delayed with respect to items which do not affect any Alteration(s) of the structural components of the Building, any of the Building’s systems or the exterior aesthetics of the Building. From and after the date of Landlord’s approval of the Tenant’s Plans, any changes to the Tenant’s Plans shall not be binding unless approved in writing by both Landlord and Tenant. Landlord’s approval of the Tenant’s Plans shall constitute approval of Tenant’s design concept only and shall in no event be deemed a representation or warranty by Landlord as to whether the Tenant’s Plans comply with any Leased Propertyand all requirements of Laws applicable to the Tenant’s Plans and Tenant’s Work. In the performance of Tenant’s Work, that Tenant shall comply with all applicable laws, codes and regulations. Tenant shall obtain all permits, certificates and other governmental approvals from all governmental entities having jurisdiction thereover which are non-structural necessary for the prosecution and completion of Tenant’s Work. Tenant’s Work shall include, but not be limited to, the cost of which does not exceed all permits and governmental inspections, all architectural and engineering fees, the Threshold Amount with respect preparation and delivery to such Leased PropertyLandlord of a complete set of “as-built” plans showing Tenant’s Work, in hard copy and an acceptable electronic version thereof (which “as-built” plans shall be delivered to Landlord not later than the aggregate, in any calendar year; provided, that, Tenant complies with clause tenth (c10th) day following the completion of this Paragraph 12. (b) Upon at least 30 days’ prior written notice Tenant’s Work). Prior to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s)commencing Tenant’s Work, Tenant shall provide to Landlord with the plans name and specificationsaddress of each contractor and subcontractor which Tenant intends to employ to perform Tenant’s Work, estimated budgets the use of which subcontractors and proposed schedule of construction with respect thereto, and (iv) Landlord contractors shall have consented be subject to such Alterations in writingLandlord’s prior written approval, which consent shall not be unreasonably withheld, conditioned or delayed. delayed if (c) In connection with any Alteration: (i1) the fair market value contractor or subcontractor is properly licensed, (2) Landlord has had no prior experience with such contractor or subcontractor which was unsatisfactory to Landlord or any of Landlord’s affiliates and (3) Landlord knows of no prior unsatisfactory experience that a third party has had with such contractor or subcontractor. Prior to the affected Leased Property shall not be lessened after the completion commencement of any of Tenant’s Work, Tenant shall deliver to Landlord, with respect to each contractor and subcontractor which Tenant intends to employ to perform any of Tenant’s Work, a certificate of insurance from each such Alterationcontractor or subcontractor specifying Landlord as a named insured and evidencing that each such contractor or subcontractor has obtained the insurance coverages set forth in clauses (1), or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv5) all work done in connection with any such Alteration and (6) of Section 13.2 of this Lease. Said contractors and subcontractors shall also comply with other reasonable industry requirements of Landlord. 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 absolute discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any non-structural Alteration which Tenant may desire to make to the Premises; provided, however, that Landlord shall retain sole and absolute discretion to withhold its consent to any Alteration, whether structural or non-structural, which may, in the sole and absolute judgment of Landlord (i) adversely affect the marketability of the Premises, (ii) exceed the capacity of, hinder the effectiveness of, interfere with, or will be connected to the electrical, mechanical, heating, ventilating, air conditioning, or plumbing systems of the Premises or the Building, or (iii) be visible from outside the Premises. Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days prior written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” non-structural Alterations in and to the Premises that (I) do not fall within clauses (i) through (iii) above, (II) do not require the issuance of a building permit, and (III) with respect to such “cosmetic” or “decorative” non-structural Alterations which consist of work other than repainting or recarpeting, do not cost, when aggregated with all Insurance Requirementsother Alterations made during the previous twelve (12) months, more than ten thousand dollars ($10,000.00). Any Alterations made by Tenant shall be made: (a) in a good, workmanlike, first-class and prompt manner; (vb) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the sameusing new materials only; (vic) Tenant shall procure by a contractor, on days, at times and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and approved in writing by Landlord; (d) in accordance with plans and specifications prepared by an engineer or architect reasonably acceptable to Landlord, which plans and specifications shall be submitted approved in writing by Landlord, and all third party architectural or engineering fees incurred by Landlord in connection therewith shall be reimbursed by Tenant to Landlord prior as additional rent to cover Landlord’s administrative expenses and overhead for processing; (e) in accordance with all Laws and the requirements of any insurance company insuring the Building or any portion thereof; (f) after having obtained any required consent of the holder of any Mortgage; (g) after obtaining public liability and worker’s compensation insurance policies approved in writing by Landlord, which policies shall cover every person who will perform any work with respect to such Alteration; and (h) 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 Lease. Solely with respect to the commencement original improvement of the Premises by Tenant which is described in Section 9.1. hereof, Prior to each payment to any contractor, subcontractor, laborer, or material supplier for all work, labor, and services to be performed and materials to be furnished in connection with Alterations, Tenant shall obtain and deliver to Landlord written, waivers of mechanics’ and materialmen’s liens (or partial waivers thereof, as applicable) against the Premises and the Building, which may be conditioned upon payment of a specific amount of money, from all proposed contractors, subcontractors, laborers and material suppliers for all work, labor and services performed and materials furnished in connection with Alterations to the extent the costs thereof have been paid and, at a minimum, through the previous invoice submitted for payment. If any lien (or a petition to establish such lien) is filed in connection with any Alteration, such lien (or petition) shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond acceptable to Landlord. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to 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. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, and the roof of the Building shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense. Whether or not Landlord performs such work, then Landlord’s property manager shall be paid additional rent in an amount equal to five percent (5%) of the cost of such work which is other than “cosmetic” or “decorative” non-structural Alterations the cost of which, when aggregated with all other Alterations made during the previous twelve (12) months, is not more than Ten Thousand Dollars ($10,000.00), any recarpeting and any repainting; provided, however, that with respect to Tenant’s Work, Tenant shall pay to Landlord the Tenant’s Work Coordination Fee in lieu of such five percent (5%) fee to Landlord’s property manager. Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built drawings showing such Alteration in place. Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all costs, damages, claims, liabilities, expenses (including attorneys’ fees), losses, penalties and court costs suffered by or claimed against them, directly or indirectly, based on or arising out of in whole or in part, the construction or installation of Alterations. (d) 9.3 If any Alterations are made without the prior written consent of Landlord, Landlord shall have the right at Tenant’s expense to remove and correct such Alterations and restore the Premises and the Building to their condition immediately prior thereto, or to require Tenant to do the same. All Alterations (excluding Trade Fixtures installed in connection therewith) to the Premises or the Building made by either party shall 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) if Tenant is not in default under this Lease, then Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings and equipment (including trade fixtures) installed in the Premises solely at the expense of Tenant, and (b) Tenant shall remove all Alterations and other items in the Premises or the Building which Landlord designates in writing for removal. Notwithstanding the foregoing, Tenant, upon submitting its request to Landlord to make Alterations, shall have the right to request therein that Landlord specify whether and to what extent Landlord will require Tenant to remove the Alterations in question at the end of the Term, provided that Tenant refers therein to the provisions of this Section 9.3. If Tenant shall fail to request such information in its request to make any Alterations, such right shall be deemed null and void as to the Alterations in question, and all such Alterations shall thereafter be subject to the exercise of Landlord’s right and to tenant’s obligations set forth in the first sentence of this Section 9.3. If Tenant submits it request for such information in accordance with the foregoing provisions and Landlord consents to the Alterations requested, Landlord shall, together with its consent, specify in writing whether and to what extent it will require Tenant to remove the Alterations in question at the end of the Term, and if Landlord fails so to specify, Tenant shall have no further obligation to remove the Alterations which were the subject of Tenant’s request. Landlord shall have the right at Tenant’s expense to repair all damage and injury to the Premises or the Building caused by such removal or to require Tenant to do the same. If such furniture, furnishings and equipment are not removed by Tenant prior to the expiration or earlier termination of the Lease Term, the same shall at Landlord’s option become the property of Landlord and shall be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises such furniture, furnishings and equipment and any Alteration which Landlord designates in writing for removal or to require Tenant to do the same. If Tenant fails to return the Premises to Landlord as required by this Section, then Tenant shall pay to Landlord, shall be free and clear of as additional rent, all liens and rights of others and shall become costs (including a part of the related Leased Property as if originally demised hereinconstruction management fee) incurred by Landlord in effecting such return.

Alterations. (aA) Upon prior written notice Lessor shall provide to LandlordLessee an improvement allowance, Tenant shall have not to exceed One Hundred Ninety Thousand Five Hundred Seventy-Five and 00/l00ths Dollars ($190,575.00) (the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s"Allowance"), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: for (i) the fair market value purchase and installation of Lessee's Alterations (as defined in the Lease) within the Demised Premises during the first six (6) calendar months following the Extension Commencement Date, and (ii) ancillary costs directly related to Lessee's occupancy of the affected Leased Property Demised Premises (including, but not limited to, furniture purchases and relocation expenses). Lessee may submit to Lessor, but on a monthly basis only, invoices for such costs incurred by Lessee under (i) and (ii) above. Lessee shall also provide appropriate signed waivers of mechanic's liens executed by all contractors or subcontractors installing Alterations in the Demised Premises or providing other qualified services on behalf of Lessee. After inspection and approval of the portion of the Alterations installed as reflected by such invoices, and verification of the invoices and waivers submitted, Lessor shall pay to Lessee (or any other party on Lessee's behalf at Lessee's written request) the lesser of (i) the total amount of such approved invoices or (ii) the Allowance. In no event however shall Lessor be obligated to reimburse Lessee (or any other party on Lessee's behalf at Lessee's written request) for any amount, where Lessor's liability for amounts applied by Lessor or reimbursed exceed in the aggregate the amount of the Allowance specified above. In the event a portion of the Allowance remains after the first six (6) full calendar months following the Extension Commencement Date, such remaining portion shall be credited to Lessee's next due payment(s) of Monthly Rent. In the event Lessee employs the services of Lessor as a construction manager for Lessee's Alterations in the Demised Premises, Lessee shall pay to Lessor seven percent (7%) of the cost of such Alterations installed in the Demised Premises, such fee being compensation for Lessor's general conditions, overhead and profit. (B) Lessee shall not be lessened after required by Lessor to remove (i) the completion tenant improvements located in the Ground Floor Demised Premises and the Metro Level Demised Premises in place as of any such Alterationthe date of this Addendum as first hereinabove set forth, or its structural integrity impaired; (ii) all such the Alterations shall be performed in a good and workmanlike mannerinstalled pursuant to (C) In the event Lessee does not elect to exercise its option to extend the term of the Lease for the then applicable Metro Level Extension Period, and provided that Lessee is not in default under the Lease beyond any applicable notice and cure periods, Lessor will remove, or cause to be removed, the internal staircase within the Demised Premises, promptly after the expiration of the term of the Lease with respect to the Metro Level Demised Premises. In the area of the Ground Floor Demised Premises so affected by such removal, Lessor shall restore such area with Building standard flooring and floor covering at Lessor's cost and expense. Lessee shall not be expeditiously completed in compliance entitled to any abatement of rent arising from such restoration by Lessor. (D) Lessee shall have the responsibility to comply with all Legal Requirements; (iii) no such Alteration shall change and undertake at its expense any physical modifications to the permitted Demised Premises required due to the nature of Lessee's business operations, use of the affected Leased Property (as described in Paragraph 4)Demised Premises, (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses or both, by application of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt law, statute, ordinance or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsregulation. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord14.1. Tenant at its own cost and expense, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and during the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) Term of this Paragraph 12. (b) Upon Lease, at least 30 days’ prior written notice any time and from time to Landlordtime, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule consent of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingLandlord, which consent shall not be unreasonably withheld, conditioned or delayed. (c, to make such changes, improvements and alterations to the Demised Premises, as Tenant may desire and demolish any building(s), improvement(s), and/or structures that are now situated thereon or that may hereafter be erected, provided that such work shall be done in a good and workmanlike manner utilizing first-class materials and in a manner conforming to and consistent with all applicable Legal Requirements, including specifically the City of Newark Zoning Verification Letter, dated December 10, 2015. Landlord agrees to cooperate, at no expense to Landlord, with Tenant, in securing such permits as may be necessary to accomplish any of the work under the provisions of this Lease relating to the construction, or alterations, to any building(s) In connection with to be constructed; provided however, after completion of Business, Landlord’s approval shall not be required for any Alteration: subsequent Tenant alterations, additions or improvements unless (i) the fair market value improvement is a structural alteration of the affected Leased Property Business, or (ii) the cost thereof is in excess of $100,000 in any single instance. Notwithstanding the above, the Tenant may make decorative changes without notice to the Landlord. 14.2. Prior to commencement of any such work, Tenant shall not be lessened procure, at its expense, all necessary Approvals. Upon Tenant’s request, Landlord shall join in the application for such Approvals whenever such action is necessary. 14.3. Promptly after the completion of any such Alterationalterations, or its structural integrity impaired; (ii) Tenant shall procure, at Tenant’s expense, all such Alterations approvals required by any applicable Legal Requirements. 14.4. Each alteration shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become remain a part of the related Leased Property as if originally demised hereinDemised Premises and shall be subject to the provisions of this Lease. 14.5. During the Term, Tenant shall have the right to demolish the Improvements (or any portion thereof) but only to the extent that Tenant replace them with a similar or upgraded Improvement. All of the provisions of this Section 14 shall apply to any such demolition and construction.

Alterations. (a) Upon prior written notice 4.7.1 Not to Landlord, Tenant shall have erect any new building or structure on the right Premises nor to cut injure maim remove or alter any of the roofs load-bearing walls columns floors timbers stanchions beams supports girders or other structural parts of the Premises nor to merge the Premises with any adjoining premises 4.7.2 Not to make any Alteration(salteration or addition (whether structural or non-structural) to the exterior of the Premises or to the external appearance of the Premises 4.7.3 Not to make any Leased Property, that are internal non-structural and alteration or addition whatsoever of in or to the cost of which does not exceed Premises except 4.7.3.1 with the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have consent of the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of Landlord (which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned withheld or delayed.) 4.7.3.2 subject to such terms and conditions (c) In connection with any Alteration: (i) including provision for reinstatement at the fair market value Tenant's cost on the expiration or sooner determination of the affected Leased Property Term) as the Landlord may reasonably require 4.7.3.3 in accordance with drawings and specifications previously submitted in triplicate to and approved in writing by or on behalf of the Landlord (such approval not to be unreasonably withheld or delayed) and -------------------------------------------------------------------------------- 17 4.7.3.4 after having obtained and supplied to the Landlord copies of all requisite consents licences and permissions for the carrying out of such works from any local public or other authority or body and after the Landlord shall have notified the Tenant in writing that the same are satisfactory to it (such notification not to be unreasonably withheld or delayed) 4.7.4 Not to make or carry out any alteration addition or extension to any of the water gas electricity and other public utility service systems serving the Premises except with the prior written consent of the Landlord (which shall not be lessened after the completion of any such Alteration, unreasonably withheld or its structural integrity impaired; (iidelayed) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans the relevant codes of practice of the statutory undertaker concerned and specifications which to supply to the Landlord upon request an adequate drawing or drawings showing the actual position of all pipes wires cables and other services within the Premises installed amended or extended by the Tenant 4.7.5 In the event of the Tenant failing to observe this covenant it shall be submitted lawful for the Landlord and its agents or surveyors with or without workmen and others and all persons authorised by the Landlord with any necessary materials and appliances to enter upon the Premises and remove any alterations or additions and execute such works as may be necessary to restore the Premises to their former state and the reasonable cost thereof and all properly incurred expenses (including surveyors' and other professional fees) together with interest thereon at the Stipulated Rate from the date of expenditure by the Landlord prior until payment by the Tenant as well after as before judgment shall be a debt due from the Tenant to the commencement Landlord and be forthwith recoverable by action 4.7.6 Subject to the Landlord's prior consent (such consent not to be unreasonably withheld) the Tenant may install and remove internal demountable partitions if he gives notice of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become Works to the property Landlord within one month of Landlord, shall be free and clear of all liens and rights of others and shall become a part completion of the related Leased Property as if originally demised herein.Works -------------------------------------------------------------------------------- 18

Alterations. During the Basic Lease Term, Lessee, at Lessee’s own cost and expense, shall make all alterations, renovations, improvements, fixtures, modifications and additions to the Leased Property or any part thereof (collectively, “Alterations”) that are (i) necessary to repair or maintain the Leased Property in the condition required by Section 6.1 and Article VII; (ii) necessary in order for the Leased Property to be in compliance with Applicable Laws and Insurance Requirements in all material respects; and (iii) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required or permitted pursuant to Article 10 (collectively, the “Required Alterations”). So long as no Lease Event of Default exists, Lessee, at its sole discretion and at its cost and expense, may make other Alterations to the Leased Property so long as such Alterations comply with Applicable Laws in all material respects and with the following requirements (collectively, the “Permitted Alterations”): (a) Upon no Alteration may materially impair the Fair Market Value, utility, or useful life of the Leased Property from that which existed immediately prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.Alteration; (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations each Alteration shall be performed made in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; ; (iiic) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration Lessee shall comply with all Applicable Laws (including all Environmental Laws) and Insurance Requirements; Requirements applicable to each Alteration; (vd) Tenant Lessee shall timely pay all costs and expenses and shall discharge (or cause to be insured or bonded over) any Liens arising with respect to each Alteration within 45 days after the same shall be filed (or otherwise become effective); (e) Lessee may not make any Alterations that would be in violation, in any material respect, of the terms of any such Alteration and shall (subject restriction, easement, condition, covenant or other similar matter affecting title to and in compliance with or binding on the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of unless Lessee has obtained, to the same; extent required from time to time, all material permits, consents and authorizations relating to such Alterations from the applicable Governmental Authorities or third Persons (vi) Tenant Lessor, at Lessee’s expense, shall procure join in the application for any such permit or authorization and pay for all permits execute and licenses required deliver any document in connection with any therewith, whenever such Alterationjoinder is necessary or advisable); and (viif) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such all Alterations shall be made under located exclusively on the supervision of an architect Land unless Lessee (or engineer and in accordance with plans and specifications which shall be submitted Lessor) has obtained access rights reasonably satisfactory to Landlord prior to the commencement of the AlterationsLessor. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Lender’s prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations approval shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; alterations to any Improvements (viiexcept Tenant Improvements under any Lease permitted hereunder or approved by Lender or the Capital Expenditures Work), (a) no such Alteration shall create any debt or other encumbrance(sthat are reasonably likely to have a Material Adverse Effect, (b) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which is reasonably anticipated to exceed the Alteration Threshold; provided, however, that amounts expressly provided for in the Capital Expenditures Budget shall not be subject to the Alteration Threshold, which approval in each instance may be granted or withheld in Lender’s reasonable discretion, or (c) that are structural in nature, which approval in each instance may be granted or withheld in Lender’s sole discretion. All alterations to the Improvements must comply with all Legal Requirements affecting the Property. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any one instance exceeds the Threshold Amount time exceed One Million Five Hundred Thousand Dollars ($1,500,000.00), Borrower shall promptly deliver to Lender as security for the affected Leased Propertypayment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, such Alterations (ii) Letters of Credit, or (iii) a completion bond or guaranty reasonably acceptable to Lender. Such security shall be made in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the supervision of an architect or engineer Leases) over the Alteration Threshold. If the total unpaid amounts incurred and in accordance to be incurred with plans and specifications which shall be submitted respect to Landlord prior such alterations to the commencement Improvements shall exceed the Alteration Threshold but be equal to or less than One Million Five Hundred Thousand Dollars ($1,500,000.00), Borrower shall provide evidence reasonably acceptable to Lender showing that it has sufficient reserves to complete such alterations. Upon completion of any alteration permitted hereunder, the Alterationssecurity deposit described in the immediately preceding sentence shall promptly be released and the Property shall continue to comply, in all material respects, with all requirements relating to parking pursuant to all Legal Requirements, the Real Property Documents and any other agreements to which the Property is subject. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Tenant may, at its expense, make additions to and alterations of the Improvements, and construct additional Improvements (collectively, "Alterations"), provided that (1) the fair market value, utility and useful life of the Premises shall not be reduced or lessened in any material respect thereby, (2) such Alterations shall be expeditiously completed in a good and workmanlike manner, free and clear of liens and encumbrances, and in compliance with all applicable Legal Requirements and the requirements of all insurance policies required to be maintained by Tenant hereunder, (3) Tenant shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other matter affecting title to or use of the Premises and (4) no Material Alterations (as hereinafter defined), shall be made unless Landlord's and Lender's prior written notice to Landlord, Tenant consent shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingbeen obtained, which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) In connection with any conditioned, unless an Event of Default shall have occurred and be continuing in which case shall consent may be withheld by Landlord or Lender in its sole discretion. "Material Alteration: (i) " is defined as Work that reduces the fair market value footprint or rentable square footage of the affected Leased Property Improvements or the parking area or for which the estimated cost is in excess of $350,000 multiplied by 1.015 raised to the n power where n is the number of whole (12 month) years that have elapsed since the Commencement Date and prior to commencement of Work. In addition to the limitations set forth in (1) through (4) above, Tenant agrees that all Alterations, Material Alterations, restoration, repair and any other work which Tenant shall not be lessened after required or permitted to do under the completion provisions of any such Alteration, or its structural integrity impaired; this Lease (iihereinafter collectively called the "Work") all such Alterations shall be performed in each case subject to the following: (i) No Material Alterations shall be commenced until detailed plans and specifications (including layout, architectural, mechanical and structural drawings), prepared by an Architect shall have been submitted to and approved by Landlord and, if a good and workmanlike mannerLoan is outstanding, Lender, and no such Work shall be expeditiously completed in compliance with undertaken except under the supervision of the Architect. (ii) All Work shall be commenced only after all Legal Requirements; required municipal and other governmental permits, authorizations and approvals shall have been obtained by Tenant, at its own cost and expense. (iii) If the Work shall constitute a Material Alteration, it shall not be commenced until Tenants shall have obtained and delivered to Landlord, and as required by an Indenture, Lender, either (A) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in the state in which the Premises are located and satisfactory to Landlord and, as required by an Indenture, Lender), each in an amount equal to the estimated cost of such Work and in form otherwise satisfactory to Landlord, and as required by an Indenture, Lender, or (B) such other security as shall be reasonably satisfactory to Landlord, and as required by an Indenture, Lender; provided, however, that if at the time the Work is commenced, either Tenant or a Guarantor then maintains and continues to maintain until such Work is completed an Investment Grade Rating and no such Alteration Event of Default shall change the permitted use have occurred and be continuing and estimated cost of the affected Leased Property Work does not exceed $1 million, Tenant shall not be required to comply with this subsection (as described in Paragraph 4iii), . (iv) Subject to the terms of Section 2.6 hereof, the cost of all work done Work shall be paid promptly, in connection with any such Alteration cash, so that the Premises and Tenant's leasehold estate therein shall comply with at all Insurance Requirements; times be free from (A) liens for labor or materials supplied or claimed to have been supplied to the Premises or Tenant, or (B) chattel mortgages, conditional sales contracts, title retention agreements, security interest and agreements, and financing agreements and statements. (v) Tenant shall timely pay all costs and expenses Upon completion of any Work, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration Work required by any governmental authority and shall furnish Landlord with copies thereof, and, if the Work constituted Material Alterations, together with "as-built" plans and specifications for such Work. (vi) Any Work shall be subject to inspection at any time and from time to time by any of Landlord or, as required by an Indenture, Lender, their respective architect(s), or their duly authorized construction representatives, and if any such party upon any such inspection shall be of the opinion that the Work is not being performed in compliance accordance with the provisions of Paragraph 18) discharge all liens filed against this Section or the affected Leased Property arising out plans and specifications, or that any of the same; (vi) materials or workmanship are unsound or improper, Tenant shall procure and pay for all permits and licenses required in connection with correct any such Alteration; failure and shall replace any unsound or improper materials or workmanship. Anything contained herein to the contrary notwithstanding, any different procedure for the performance of Work which may be required under any Indenture shall take precedence over and be in addition to the procedures provided for in this Lease. (vii) no such Alteration shall create any debt or other encumbrance(s) on Except as may be expressly provided to the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased contrary hereunder with respect to Tenant's Personal Property, such all Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) or upon the Premises at any time during the Term shall become the property of Landlord and shall remain upon and be surrendered with the Premises unless Landlord, by notice to Tenant no later than ninety (90) days prior to the scheduled expiration (or within 90 days after any earlier termination) of this Lease, elects to have the same removed or demolished by Tenant, in which event, the same shall be free and clear removed from the Premises by Tenant prior to the scheduled expiration (or within 90 days after any earlier termination) of all liens and rights of others and this Lease, at Tenant's expense. Landlord shall become a part not require Tenant to remove or demolish any Alterations unless in Landlord's reasonable judgment, such Alterations (A) materially reduce the fair market value or fair market rent of the related Leased Premises (B) are functionally obsolete (C) are special purpose or (D) are in violation of then applicable law. Tenant may expressly request in Tenant's written request for consent that Landlord determine its election prior to installation (which written request shall include the estimated cost of removal and restoration). Tenant shall immediately repair any damage to the Premises caused by its removal of any of Tenant's Personal Property or Alterations that remain the property of Tenant pursuant to the terms of this Section. All property permitted or required to be removed by Tenant at the end of the Term remaining in the Premises after Tenant's removal shall be deemed abandoned and may, at the election of Landlord, either be retained as if originally demised hereinLandlord's property or may be removed from the Premises by Landlord at Tenant's expense. The provisions of this Section shall survive the expiration or earlier termination of the Term. (b) Tenant may, at its cost and expense, install, or place upon or reinstall, or replace and remove from the Premises any Tenant's Personal Property.

Alterations. Except as provided in or permitted by the Second Loan Agreement, or the Tenant Lease, Mortgagor shall not, without the consent of Mortgagee, construct any new Improvements on the Premises other than those which are permitted by the following provisions of this Section 4.12. Mortgagor shall give Mortgagee Notice of, and a copy of any plans prepared for any alteration (aexcluding, however, tenant improvements unless they involve structural work) Upon prior written notice which is reasonably estimated to Landlordcost $1,000,000 (the "Alteration Threshold") (inclusive of architectural and engineering fees) or is structural. So long as no Event of Default shall have occurred and be continuing hereunder, Tenant Mortgagor shall have the right at any time and from time to time to make or cause to be made reasonable alterations of and additions to the Mortgaged Property or any Alteration(s) to part thereof, provided that any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, alteration or addition (i) no Event shall not change the general character of Default has occurred the Mortgaged Property, or reduce the fair market value thereof below its fair market value immediately before such alteration or addition, or otherwise materially and is then continuingadversely alter the overall quality of the Mortgaged Property, (ii) Tenant complies shall be effected with clause (c) due diligence, in a good and workmanlike manner and with first-class materials and in compliance in all material respects with all requirements of this Pxxxxxxxx 00applicable Laws, (xxxiii) prior shall (subject to making any such Alteration(s), Tenant shall provide Landlord Mortgagor's right to contest the same in accordance with the plans provisions of Section 4.6 hereof) be promptly and specificationsfully paid for, estimated budgets and proposed schedule of construction with respect theretoor caused to be paid for, by Mortgagor at no cost or expense to Mortgagee, if failure to make such payment would result in a lien on the Mortgaged Property, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed made, in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance such alteration or addition (excluding, however, tenant improvements unless they involve structural work) exceeds the Threshold Amount for Alteration Threshold, (1) only after Mortgagee shall have consented thereto prior to the affected Leased Property, commencement of such Alterations shall be made under the supervision of an architect or engineer work and in all material respects in accordance with plans and specifications which reasonably satisfactory to Mortgagee, (2) only after Mortgagor shall have furnished to Mortgagee a completion or performance bond, a letter of credit or cash deposit or other security reasonably satisfactory to Mortgagee as security for the completion of such work, and (3) if structural, only after submission of appropriate plans to Mortgagee and approval thereof by Mortgagee (such approval not to be unreasonably withheld or delayed). For purposes of clause (iv) of this subsection, the Alteration Threshold limitation shall apply to any alteration or addition taken separately or, if such alteration or addition is made together with other alterations or additions that constitute a single construction plan or project (whether accomplished in successive stages or procedures), then taken in the aggregate as well. The cost of all such alterations and additions to the Mortgaged Property shall be submitted paid in cash or its equivalent, so that the Mortgaged Property shall at all times be free of liens for labor and materials supplied or claimed to Landlord prior have been supplied to the commencement of the Alterations. Mortgaged Property (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and subject to Mortgagor's rights of others contest provided for in Section 4.6 hereof). All alterations of and additions to the Mortgaged Property shall immediately become and shall become remain a part of the related Leased Property Mortgaged Property, and shall be subject to the lien of this Second Mortgage; but tenant improvements shall also be subject to the rights therein of the relevant tenants. To the extent that the Tenant Lease requires that all or any of the foregoing obligations be performed by the tenant thereunder, Mortgagor shall be relieved of such obligations hereunder for so long as if originally demised hereinthe Tenant Lease shall be in effect.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, Sublessee understands and acknowledges that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and Landlord's ------------- consent to the Sublease expressed herein is then continuingnot a consent to any improvements or alteration work to be performed in the Premises (including without limitation any improvement work contemplated in the Sublease), (ii) Tenant complies with clause Landlord's consent for such work must be separately sought and (ciii) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant work shall provide Landlord with be subject to all the plans and specifications, estimated budgets and proposed schedule provisions of construction the Master Lease with respect thereto. The herein agreement, upon execution by both parties, is herewith made an integral part of the aforementioned Standard Office Sublease. Sublessor: Sublessee: /s/Advanced Fibre Communications Inc. /s/Cerent Corporation ---------------------------------- ------------------------------ Advanced Fibre Communications, Inc. Cerent Corporation Date: Date:7-8-99 ____________________________ ------------------------------ ADDENDUM #23 STANDARD LEASE DISCLOSURE ADDENDUM Notice to Owners, Buyers and Tenants Regarding Hazardous Wastes or Substances ----------------------------------------------------------------------------- and Underground Storage Tanks ------------------------------ Comprehensive federal and state laws and regulations have been enacted in the last few years in all effort to develop controls over the use, storage, handling, cleanup, removal and disposal of hazardous wastes or substances. Some of these laws and regulations, such as, for example, the so-called "Super Fund Act", provide for broad liability schemes wherein an owner, tenant or other user of the property may be liable for cleanup costs and damages regardless of fault. Other laws and regulations set standards for the handling of asbestos or establish requirements for the use, modification, abandonment, or closing of underground storage tanks. It is not practical or possible to list all such laws and regulations in this Notice. Therefore, lessors and lessees are urged to consult legal counsel to determine their respective rights and liabilities with respect to the issues described in this Notice as well as other aspects of the proposed transaction. If various materials that have been or may be in the future determined to be toxic, hazardous or undesirable, or are going to be used, stored, handled or disposed of on the property, or if the property has or may have underground storage tanks for storage of such hazardous materials, or that such materials may be in the equipment, improvements or soil, it is essential that legal and technical advice be obtained to determine, among other things, what permits and approvals have been or may be required, if any, the estimated costs and expenses associated with the use. storage, handling, cleanup, removal or disposal of the hazardous wastes or substances and what contractual provisions and protection are necessary or desirable. It may also be important to obtain expert assistance for site investigations and building inspections. The past uses of the property may provide valuable information as to the likelihood of hazardous wastes or substances, or underground storage tanks being on the property. The term "hazardous wastes or substances" is used in this Notice in its very broadest sense and includes, but is not limited to, all those listed under Proposition 65, petroleum base products, paints and solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonium compounds, asbestos, PCBs and other chemical products. Hazardous wastes or substances and underground storage tanks may be present on all types of real property. This Notice is, therefore, meant to apply to any transaction involving any type of real property, whether improved or unimproved. Although Xxxxxx & Xxxxxx Co., Inc. or its salespeople, will disclose any knowledge it actually possesses with respect to the existence of hazardous wastes or substances, or underground storage tanks on the property, Xxxxxx & Coppin Co., Inc. has not made investigations or obtained reports regarding the subject matter of this Notice, except as may be described in a separate written document, studies or investigation by experts. Therefore, unless there are additional documents or studies attached to this notice, lease or contract, this will serve as notification that Xxxxxx & Xxxxxx Co., Inc. or its salespeople make no representation regarding the existence or non-existence of hazardous wastes or substances, or underground storage tanks on the property. You should contact a professional, such as a civil engineer, geologist, industrial hygienist or other persons with experience in these matters to advise you concerning the property. Americans with Disabilities Act (ADA) ------------------------------------- On July 26, 1991, the federal legislation blown as the Americans with Disabilities Act (ADA) was signed into law by Xxxxxxxxx Xxxx. The purpose of the ADA is to integrate persons with disabilities into the economic and social mainstream of American life. Title III of the ADA applies to Lessors and Lessees of "places of public accommodation" and "commercial facilities", and (iv) Landlord shall have consented requires that places of public accommodation undertake "readily achievable" removal of communication and access barriers to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value disabled. This requirement of Title III of the affected Leased Property shall not be lessened after the completion ADA is effective January 26, 1992. It is important that building owners identify and undertake "readily achievable" removal of any such Alterationbarriers in the common areas, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good sidewalks, parking lots and workmanlike mannerother areas of the building under their control. The lessor and lessee are responsible for compliance with ADA relating to removal of barriers within the workplace i.e. arrangement of interior furnishings and access within the premises, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change any improvements installed by lessor and lessee. Xxxxxx & Xxxxxx Company, Inc. recommends that both parties seek expert advice regarding the permitted use implications of the affected Leased Property (Act as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsit affects this agreement. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice The Lessee may, without the consent of the Lessor, at the Lessee's sole cost and expense, make Alterations to Landlordthe Facility, Tenant so long as, subject to Section 9.2(d), such Alterations do not adversely effect the as-built value, utility, residual value at the end of the Lease Term or the useful life of the Facility. Subject to the terms of the foregoing proviso, the Lessee shall have the right to make change and/or seek variances, exceptions and other exemptions in respect of the Applicable Laws (including building and/or zoning laws, regulations and agreements) relating to the Facility or any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12portion thereof. (b) Upon at least 30 days’ prior written notice The Lessee shall make all Alterations to Landlordthe Facility required so as to cause the same to comply with Applicable Laws, Tenant shall have and the limitations on the Lessee's right to make any Alteration(sAlterations contained in Section 9.2(a) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (iand Section 9.2(d) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheldapplicable to such Alterations, conditioned regardless of their effect on the as-built value, utility, residual value at the end of the Lease Term or delayedthe useful life of the Facility. (c) In connection with The Lessee shall cause any Alteration: (i) the fair market value of the affected Leased Property shall not Alterations to be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed done and completed in a good and workmanlike manner, free from faults and shall be expeditiously completed defects, and in compliance with all Legal Requirements; (iii) no such Alteration Applicable Laws. The Lessee shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount be responsible for the affected Leased Property, such Alterations shall be made under the supervision acts and omissions of an architect or engineer all of its employees and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement all other Persons performing any of the Alterations. (d) All Upon the Lessee's request (such request, a "Notice of Alteration"), the Lessor shall notify the Lessee whether, in the Lessor's judgment, an Alteration proposed by the Lessee would adversely affect the as-built value, utility, residual value at the end of the Lease Term or the useful life of the Facility. Each Notice of Alteration shall be accompanied with reasonably detailed plans and specifications. If the Lessor in good faith determines that such Alterations would adversely affect the as-built value, utility, residual value at the end of the Lease Term or the useful life of the Facility, the Lessor shall give notice of its objection (excluding Trade Fixtures installed a "Notice of Objection") within 15 Business Days after the Lessor's receipt of a Notice of Alterations. If the Lessor and the Lessee cannot agree whether or not such Alterations would adversely affect the as-built value, utility, residual value at the end of the Lease Term or the useful life of the Facility within 15 Business Days after the Lessee's receipt of a Notice of Objection, an Appraiser reasonably acceptable to the Lessor and the Lessee shall resolve the dispute by appraising the property both with and without such Alterations. The non-prevailing party shall pay any and all reasonable out-of-pocket costs, including reasonable attorneys' fees (collectively "Mediation Costs") incurred by the parties in connection therewith) with any such dispute between the parties. If the Lessor shall become prevail in any such dispute, the property of LandlordLessee shall not proceed to make such Alterations, shall be free and clear of all liens and rights of others and shall become a part without the prior written consent of the related Leased Property as if originally demised hereinLessor.

Alterations. (a) Upon prior written notice At Lessee's own cost and expense, (i) Lessee shall make alterations, renovations, improvements and additions to Landlordany Site(s) or any part thereof and substitutions and replacements therefor (collectively, Tenant shall have "Alterations") so long as such Alterations are (A) made to repair or maintain the right to make any Alteration(sSite(s) in the condition required by Section 9.1; (B) necessary in order for the Site(s) to any Leased Propertybe in compliance with Applicable Laws and Regulations; or (C) necessary or advisable to restore the Site(s) to their Lease Agreement condition existing prior to a Casualty or Condemnation; and (ii) so long as no Lease Event of Default or Lease Payment/Bankruptcy Default has occurred and is continuing, that are non-structural Lessee may undertake Alterations on one or more Sites so long as such Alterations comply with Applicable Laws and the cost of which does not exceed the Threshold Amount Regulations and with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause Section 9.1 and subsection (cb) of this Paragraph 12Section 9.2. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to The making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall must be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the samefollowing requirements; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) provided that in the case of any Alteration required by an emergency or by Applicable Laws and Regulations, Lessee shall (x) promptly notify Agent thereof, (y) not be bound by the estimated provisions of clause (1) below and (z) effect such Alteration in a manner to avoid (or minimize if it is not possible to avoid) any violation of clause (5) below: (1) No such Alterations with a cost exceeding $500,000 (or, in the case of which in related Alterations at any one instance exceeds Site, with an aggregate cost exceeding $500,000) shall be made or undertaken except upon not less than thirty days' prior written approval of Agent, which approval shall not be unreasonably withheld. For any Alterations which are subject to this clause (1), if Agent, in its good faith judgment, believes that such Alterations may violate the Threshold Amount for provisions of clause (5) below, Agent (on behalf of the affected Leased PropertyParticipants) may engage an appraiser of nationally recognized standing, at Lessee's expense, to determine (by appraisal methods satisfactory to Agent) the projected Fair Market Sales Value of any Facility following the completion of Alterations relating thereto and may delay its approval until receipt of such appraisal. (2) Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to the Site. (3) No Alterations shall be undertaken until Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Site. Lessor, at Lessee's expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable. (4) The Alterations shall be expeditiously completed in a good and workmanlike manner and in compliance with all Lease Agreement Applicable Laws and Regulations then in effect and the standards imposed by any insurance policies required to be maintained hereunder. (5) All Alterations shall, when completed, be of such a character as to not materially adversely affect the Fair Market Sales Value, utility, remaining economic useful life or residual value of the Site from its Fair Market Sales Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Alterations being made under by virtue of a Casualty or Condemnation, immediately prior to the supervision occurrence of an architect such Casualty or engineer Condemnation. (6) Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Site, other than Permitted Liens; provided, that Lessee shall have the right to contest the amount claimed by any such supplier of labor or materials in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement applicable provisions of the AlterationsSection 9.5. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. 11.1 Title to all improvements constructed by Tenant within the Premises following the Commencement Date shall be and remain in Tenant for and during the entire Term of this Lease, and on the expiration or earlier termination of this Lease, Tenant hereby covenants and agrees that the sole right to possess and use the same (abut not Tenant’s Property) Upon prior shall automatically pass to and be vested in Landlord without payment or consideration of any kind, unless Landlord provides Tenant with written notice at the time Landlord approves such improvements, that Landlord shall require Tenant to Landlordremove such improvements (or a specified portion thereof) at its sole cost and expense prior to the expiration of the Term, or to the extent permitted under the terms of this Lease any earlier termination of the Term, provided that Tenant is afforded a reasonable advance notice of such earlier termination to effect such removal. 11.2 Tenant shall have the right right, at any time and from time to make any Alteration(s) time during the Term of this Lease, to any Leased Propertymake, that are non-structural at its sole cost and expense Alterations to the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyPremises, subject, however, in all cases, to the aggregatefollowing: (a) All Alterations shall be made promptly in a good and workmanlike manner on a lien-free basis and in compliance with all applicable Legal Requirements, in and any calendar year; providednational or local Insurance Rating Bureau, that, Tenant complies with clause (c) of this Paragraph 12or any other body hereafter exercising similar functions. (b) Upon The cost of all Alterations shall be paid by Tenant, so that the Property shall at least 30 days’ prior written notice all times be free from all liens for labor and material supplied or claimed to Landlordhave been supplied to the Premises and free from all liens, encumbrances or security interests. (c) Tenant shall have the right to not make any Alteration(sAlterations (i) to any Leased Propertyportion of the Property described in Section 9.2, that are structural and/or the cost without Landlord’s prior written approval (including approval of which exceeds the Threshold Amount for such Leased Property, all plans and specifications) to be given or withheld in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred Landlord’s sole and is then continuingabsolute discretion, (ii) Tenant complies with clause to the exterior of the Buildings or Property if such Alterations would change the appearance of the Property or any part thereof, or (ciii) that are not included in clauses (i) or (ii) above but cost more that Fifty Thousand Dollars ($50,000) without Landlord’s prior written approval (including approval of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the all plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingif any), which consent approval shall not be unreasonably withheld, conditioned or delayed. Within fifteen (15) days after the receipt of plans and specifications from Tenant requiring Landlord’s approval, Landlord shall notify Tenant in writing of its approval of the plans and specifications or the reasons for its rejection thereof. Landlord shall be deemed to have approved such plans and specifications or such Alterations if it fails to give Tenant a rejection notice within fifteen (15) days after receipt by Landlord of Tenant’s plans and request for approval. (c) In connection with 11.3 Except as expressly set forth in this Lease, Landlord shall have no right to make any Alteration: (i) Alterations to the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property Premises (as described distinguished from repairs and maintenance) without the prior written consent of Tenant, which consent Tenant may grant or withhold in Paragraph 4)its reasonable discretion. 11.4 Landlord, (iv) all work done at Tenant’s sole cost and expense, shall provide reasonable cooperation with Tenant with respect to Tenant’s efforts to secure building and other permits or authorizations that may be required from time to time by Tenant in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses the performance of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required Alterations. Any reasonable costs incurred by Landlord in connection with any such Alteration; Landlord’s (viior Landlord’s construction consultant’s) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case review of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, by Tenant shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property paid by Tenant as if originally demised hereinAdditional Rent upon thirty (30) days written demand therefore by Landlord.

Alterations. The Lessee shall have the right, at any time and from time to time, to make such Alterations, structural or otherwise, to the Leased Property as the Lessee shall deem necessary or desirable, subject to the following conditions: (a) Upon prior written notice to Landlord, Tenant No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the right same may be required from time to make any Alteration(s) to any Leased Propertytime, that are non-structural all required municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction, and the cost of which does not exceed Lessor, at the Threshold Amount with respect to such Leased PropertyLessee's expense, shall join in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.application for such permits or authorizations whenever such action is necessary; (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are Any structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such AlterationAlterations, or its structural integrity impaired; (ii) all such any Alterations shall be performed in undertaken as a good single project and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the involving an estimated cost of which in any one instance exceeds aggregating more than $500,000, shall, if requested by the Threshold Amount for the affected Leased PropertyLender, such Alterations shall be made conducted under the supervision of an architect or engineer licensed as such in the State; selected by the Lessee and in accordance with reasonably acceptable to the Lender, and no such work shall be undertaken until preliminary plans and outline specifications which and budget estimates therefor, prepared and approved in writing by such architect or engineer, stating that the same comply with the provisions of this Article, shall have been submitted to and approved by the Lessor and the Lender; (c) All Alterations will comply in all respects with the provisions of the Operative Documents and shall be submitted to Landlord prior to of such a character that, when completed, the commencement Fair Market Sales Value of the Improvements shall be not less than the Fair Market Sales Value of the Improvements immediately before any such Alterations.; (d) All Alterations (excluding Trade Fixtures installed work done in connection therewith) shall become the property of Landlord, with any Alterations shall be done in a good and workmanlike manner and in compliance with applicable building and zoning laws and with all other Applicable Laws; the cost of any such Alterations shall be paid in cash or its equivalent, so that the Leased Property shall at all times be free of Liens for labor and clear materials supplied or claimed to have been supplied (other than inchoate liens or liens bonded off in accordance with Applicable Law and with Lender's consent); and the work of any Alterations shall be prosecuted with reasonable dispatch, unavoidable delays excepted; and (e) Worker's compensation insurance covering all liens persons employed in connection therewith and rights of others with respect to whom death or bodily injury claims could be asserted against the Lessor, the Lender or the Lessee or the Leased Property and shall become a part general liability and property damage insurance (which may be effected by indorsement, if obtainable, on the insurance required to be carried pursuant to SECTION 9.2) for the mutual benefit of the related Leased Property as if originally demised hereinLessor, the Lender or the Lessee with limits of not less than those required to be carried pursuant to said SECTION 9.2 shall be maintained by the Lessee at all times when any work is in process in connection with any Alterations.

Alterations. (a) Upon Borrower shall obtain Lender’s prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) consent to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect alterations or improvements to such Leased Property, in the aggregate, in (or demolitions of) any calendar year; provided, that, Tenant complies with clause Improvements (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s“Alterations”), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingincluding tenant improvements, which consent shall not be unreasonably withheld, conditioned conditioned, or delayeddelayed except with respect to Alterations that would reasonably be expected to result in an Individual Material Adverse Effect on the applicable Individual Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any (i) repairs based on life safety or emergency conditions or which are required to comply with applicable Legal Requirements, (ii) Preapproved Alterations, (iii) non-structural or decorative work performed in the ordinary course of Borrower’s business, (iv) Alterations, the then remaining cost of which to complete, when taken in the aggregate with the then remaining cost to complete all other Alterations then ongoing that would otherwise require Lender’s prior written consent under this Section 5.1.21 (other than Alterations described in the other subsections of this sentence), is less than the Alterations Threshold Amount; (v) Alterations made pursuant to an Approved Annual Budget; (vi) Alterations with respect to any existing Lease as of the Closing Date or any Lease entered into in accordance with the terms and conditions of Section 5.1.20; (vii) Alterations and repairs arising out of a Casualty or Condemnation in accordance with the terms and conditions hereof; (viii) the Required Repairs, (ix) any installation or any other addition of antenna or solar panels or solar facilities at any Individual Property, (x) any repairs required by the Loan Documents, (xi) unit renovations, (xii) amenity upgrades, (xiii) Alterations made by a Tenant under a commercial Lease or (xiv) any Alterations made on or to any Undeveloped Land or any Pre-Identified Release Parcel (clauses (i) through (xiv), the “Approved Alterations”). At any time that Lender’s approval is required under this Section 5.1.21(a), provided no Event of Default is continuing, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto. (b) If the total unpaid amounts due and payable with respect to Alterations requiring Lender’s prior written consent at the Properties in the aggregate (other than such amounts (x) to be paid or reimbursed by Tenants under the Leases, (y) to be paid in respect of Approved Alterations with respect to such Properties and (z) on deposit in the Reserve Accounts and which are permitted to be used for such Alterations in accordance with this Agreement) shall at any time exceed the Alterations Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following with respect to such Alteration exceeding the Alterations Threshold Amount (as applicable, the “Alterations Deposit”): (I) cash, (II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Lender and in respect of which, at Lender’s option following a Rated Securitization of the Loan, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies, (IV) 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 bond or Letter of Credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender or (V) a guaranty executed by Alterations Guarantor in favor of Lender in a form reasonably acceptable to Lender (an “Alterations Guaranty”); provided, that in the event that Borrower elects to deliver an Alterations Guaranty pursuant to this Section 5.1.21(b), if the Additional Insolvency Opinion Condition is satisfied, then Borrower shall deliver an Additional Insolvency Opinion reasonably acceptable to Lender which takes into account such Alterations Guaranty. Each such Alterations Deposit shall be (A) in an aggregate amount equal to the excess of the total unpaid amounts with respect to the applicable Alterations on the applicable Individual Property (other than such amounts (x) to be paid or reimbursed by Tenants under the Leases, (y) to be paid in respect of Approved Alterations with respect to such Properties and (z) on deposit in the Reserve Accounts and which are permitted to be used for such Alterations in accordance with this Agreement) over the Alterations Threshold Amount and (B) disbursed or released, as applicable, from time to time by Lender to Borrower for completion of the Alterations at the applicable Individual Property upon the satisfaction of the following conditions: (1) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the Alterations for which payment is requested, (2) on the date such payment is to be made, no Event of Default shall be continuing, and (3) such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of invoices paid (or to be paid) in excess of $250,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor to be paid by Borrower that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid or will be paid the amounts then due and payable to such contractor in connection with the funds to be disbursed. Each Alterations Deposit shall (if held in cash) be held by Lender in an interest-bearing account and, until disbursed or released in accordance with the provisions of this Section 5.1.21(b), shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $250,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with Alterations and stating that each contractor providing services in connection with the Alterations has been paid in full or will have been paid in full upon such disbursement, in each case, to the extent not received by Lender in connection with prior disbursement requests. (c) In Notwithstanding anything to the contrary herein, so long as funded out of cash flow of an Individual Property or equity contributions of Borrower, any obligations incurred by Borrower in connection with any Alteration: (i) the fair market value of the affected Leased Property Approved Alterations shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall deemed to be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsIndebtedness hereunder. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Borrower shall obtain Lender's prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) consent to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) alterations to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingImprovements, which consent shall not be unreasonably withheldwithheld or delayed except with respect to alterations that may have a material adverse effect on Borrower's financial condition, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender's consent shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any alterations that will not have a material adverse effect on Borrower's financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such Alteration; alterations are made in connection with (viia) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof and costing no more than the Threshold Amount, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease or alterations performed by a Master Tenant in accordance with the terms and provisions of the applicable Master Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements or costing in excess of the Threshold Amount, or (c) alterations performed in connection with the restoration of an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at any Individual Property shall at any time exceed the lesser of (i) Five Hundred Thousand and No/100 Dollars ($500,000) and (ii) the cost of any tenant improvement work or alterations requiring the consent of the landlord pursuant to the terms and provisions of the applicable Master Lease (the "THRESHOLD AMOUNT"), Borrower shall promptly deliver to Lender as security for the payment of such Alteration amounts and as additional security for Borrower's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned 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 Standard & Poor's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall create any debt or other encumbrance(s) be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the affected Leased applicable Individual Property and (viiiother than such amounts to be paid or reimbursed by tenants under the Leases) in the case of any Alteration the estimated cost of which in any one instance exceeds over the Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsalterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a1) Upon Borrowers shall obtain Administrative Agent’s prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingconsent, which consent shall not be unreasonably withheld, conditioned or delayed. to any Alterations to any Improvements on any Individual Property the cost of which (cexclusive of previously expended soft costs) In connection with any Alteration: is in excess of the greater of (ix) ten percent (10%) of the fair market appraised value of such Individual Property and (y) $5,000,000, provided that such consent shall be based on information provided by Borrowers with respect to such Alterations consistent in form and detail with the affected Leased Property information provided by Borrower in the Pre-Approval Letter with respect to the Alterations described therein. Notwithstanding the foregoing, Administrative Agent’s consent shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; Alterations in connection with (viii) no such Alteration shall create any debt or other encumbrance(s) on tenant improvement work performed pursuant to the affected Leased Property and (viii) in the case terms of any Alteration Lease executed on or before the estimated cost date hereof, (ii) tenant improvement work performed pursuant to the terms and provisions of which in a Lease entered into by any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and Borrower in accordance with plans the terms of this Agreement and specifications not materially adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements at any Individual Property, or (iii) Alterations performed in connection with the Restoration of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. If the total unpaid amounts due and payable with respect to Alterations to the Improvements at any Individual Property including any Unfunded Tenant Allowances applicable to the Individual Property (other than (x) previously expended soft costs and (y) amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold, Borrowers shall promptly deliver to Administrative Agent as security for the payment of such amounts in excess of the Alteration Threshold and as additional security for Borrower Parties’ obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Administrative Agent, (D) a completion bond issued by a Person having a rating by S&P of not less than A‑1+ if the term of such bond is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a Person having a rating that is reasonably acceptable to Administrative Agent, (E) a Letter of Credit, which such security shall be submitted to Landlord prior in an amount equal to the commencement excess of the total unpaid amounts with respect to such Alterations to the Improvements including any Unfunded Tenant Allowances applicable to the Individual Property on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold and may be reduced from time to time at the request of Borrowers to the cost estimated by Borrowers and reasonably approved by Administrative Agent to complete such Alterations or to terminate any of the Alterations and restore such Individual Property to the extent necessary to prevent a Material Adverse Effect on the applicable Individual Property, or (F) cause an Acceptable Indemnitor to execute and deliver to Administrative an Alteration Indemnity in the form attached hereto as Exhibit G) with respect to such Alterations, such Alteration Indemnity to be in an amount equal to the excess of the total unpaid amounts with respect to such Alterations to the Improvements including any Unfunded Tenant Allowances applicable to the Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold. (d2) All Alterations With regard to any action described in this Section 9.14 for which Administrative Agent’s consent is required, Administrative Agent shall not withhold its consent or disapproval to any such action for more than ten (excluding Trade Fixtures installed 10) Business Days after request for approval thereof has been made by Borrowers, accompanied by a detailed description of the request for which approval is sought, provided that Borrowers submit such request for Administrative Agent’s approval in connection therewithan envelope labeled “Priority” and delivered to Administrative Agent by overnight delivery and otherwise in accordance with the provisions of Section 12.1 and which request shall state at the top of the first page in bold lettering in 14 pt. font “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) shall become BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF AN AMENDED AND RESTATED LOAN AGREEMENT, DATED AS OF APRIL 25, 2016, AMONG COLUMBIANA CENTRE, LLC, FALLEN TIMBERS SHOPS, LLC, GRAND TETON MALL, LLC, MAYFAIR MALL, LLC, MONDAWMIN BUSINESS TRUST, NORTH TOWN MALL, LLC, OAKWOOD HILLS MALL, LLC, OAKWOOD SHOPPING CENTER, LLC, PIONEER PLACE, LLC, PDC-XXXXXXXXX MALL L.L.C., PDC-RED CLIFFS MALL L.L.C., RED CLIFFS PLAZA, LLC, RIVER HILLS MALL, LLC, SOONER FASHION MALL, L.L.C., SOUTHWEST DENVER LAND L.L.C., SOUTHWEST PLAZA L.L.C. and BRASS MILL CENTER , LLC, ADMINISTRATIVE AGENT AND THE LENDERS AND OTHER PARTIES FROM TIME TO TIME A PARTY THERETO.” In the property event that Administrative Agent fails to either approve such request or disapprove such request (any such disapproval to state the reasons for such disapproval) for more than ten (10) Business Days after receipt thereof, the action that was the subject of Landlord, said request shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised hereindeemed approved.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) So long as no Event of Default has or event which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default shall have occurred and is then be continuing, (ii) Tenant complies with clause (c) may, at its expense, make Alterations, subject to the advance written consent of this Pxxxxxxxx 00, (xxx) prior Landlord and subject to making any such Alteration(s), Tenant shall provide the Deed of Trust and the 1997 Deeds of Trust provided that the consent of Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheldrequired for non-structural Alterations which do not involve the exterior of the building or changes in utilities, conditioned electrical, mechanical or delayed. (c) In connection with any Alteration: other existing systems and which in each separate Alteration do not exceed $500,000 in cost. Landlord agrees not to withhold, delay or condition its consent provided that (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations Alterations, construction and installations shall be performed in a good and workmanlike manner; (ii) all such Alterations, construction and installations shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration Alterations, construction or installation shall comply with all Insurance Requirementsthe requirements of any insurance policy required to be maintained by Tenant hereunder; (viv) Tenant shall timely promptly pay all costs and expenses of any such Alteration Alteration, construction or installation and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against any of the affected Leased Property arising Premises arising, out of the same; (viv) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration, construction or installation; (vi) all such Alterations, construction and installations (except as provided in subparagraph 13(c) below) shall be the property of Landlord and shall be subject to this Lease; (vii) no such Alteration the design of any Alterations visible from the exterior of the Leased Premises shall create comply with the terms of the Restrictive Covenants (including obtaining any debt or other encumbrance(s) on the affected Leased Property and consents required thereunder); (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, contractor performing such Alterations alterations shall be made under reputable, licensed and insured and shall, if required by Landlord, be required to obtain performance and payment bonds; and (ix) Landlord shall incur no expense or cost whatsoever in connection with such Alterations, including without limitation, costs for reviewing and approving plans, additional common area maintenance fees, tap fees or other utility fees, and costs incurred by Landlord in obtaining the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement approval of the Credit Facility Providers and the State. Landlord may require, as a condition to its consent to any Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free reasonable appropriate payments, assurances and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.undertakings from Tenant to ensure that

Alterations. (a) Upon Lessee shall not make any alterations, additions, partitions or other improvements to the Premises without the prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost consent of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, Lessor which consent shall not be unreasonably withheld, conditioned withheld or delayed. . ----------------------------------------------------------- No consent shall be required for alterations costing less than $2,500.00 and ---------------------------------------------------------------------------- that do not affect the building structure or systems. Upon surrender of the --------------------------------------------------------------------------- Premises, Lessee shall remove those alterations/improvements designated for --------------------------------------------------------------------------- removal by Lessor at the time of its consent. Lessee, at its own cost and -------------------------------------------- expense, may erect shelves, bins, machinery and trade fixtures as it desires as well as alterations, additions, partitions, or other improvements which have been specifically consented to in writing by Lessor, provided that (a) such items do not alter the basic character of the Premises or the building and/or improvements of which the Premises are a part, (b) such items do not overload or damage the same, (c) In connection such items may be removed without injury to the Premises, and (d) the construction, erection or installation thereof complies with all applicable governmental laws, codes, ordinances, regulations, or any Alteration: other applicable authorities, including, without limitation, the ADA; and with Lessor's details, specifications and other requirements. Any architectural, engineering, construction management, permits, inspections, or other cost or fee required to assure compliance with the conditions set forth in this Paragraph 6 shall be paid by Lessee promptly upon demand. All alterations, additions, partitions, or other improvements erected by Lessee shall be and remain the property of Lessee during the term of this Lease; provided, however, at the termination of this Lease, Lessor shall have the option, exercisable in Lessor's sole discretion, to require Lessee either (i) the fair market value of the affected Leased Property shall not be lessened after the completion upon request to remove, at Lessee's sole cost and expense, all or part of any such Alterationalterations, additions, partitions, or other improvements, at which time Lessee shall promptly restore the Premises to its structural integrity impaired; original condition, or (ii) all to keep in place the same, at which time such Alterations alterations, additions, improvements, and partitions shall become the property of Lessor. All shelves, bins, machinery and trade fixtures installed by Lessee shall be removed on or before the earlier to occur of the date of termination of this Lease or vacating the Premises, at which time Lessee shall restore the Premises to their original condition. All alterations, installations, removals and restoration shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change manner so as not to damage or alter the permitted use primary structure or structural qualities of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs buildings and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) improvements situated on the affected Leased Property and (viii) in the case of any Alteration the estimated cost Premises or of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsPremises are a part. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Tenant may, without the prior written notice to consent of Landlord, Tenant shall have the right to make any Alteration(s) alteration, including Structural Alterations, to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12Premises. (b) Upon at least 30 days’ prior written notice Prior to Landlordcommencement of Structural Alterations having a Project Cost of $500,000 or more, Tenant shall have deliver to Landlord the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, following: (i) no Event a notice, signed by an authorized partner or officer of Default has occurred Tenant, or, if applicable, subtenant, describing the nature of the work, the area of the Premises affected and is then continuingthe estimated describing the nature of the work, and, if Tenant or, if applicable, the subtenant, does not have a net worth of $50,000,000 or more at such time in Current Dollars, also setting forth Tenant's proposal for providing Landlord with evidence of access to funds sufficient to assure, in Landlord's reasonable discretion, that the work will be completed and paid for, (ii) Tenant complies with clause (c) evidence of this Pxxxxxxxx 00, (xxx) all Governmental Actions required prior to making any commencement of the work, (iii) the security if such Alteration(s)is required under clause Section 12(b)(i) approved by Landlord to assure that the work will be completed and paid for, Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayedevidence of the insurance required under Section 21(b). (c) In connection Tenant shall complete all alterations with any Alteration: diligence and continuity (i) the fair market value subject to Unavoidable Delays), in a first-class, workmanlike manner, free and clear of the affected Leased Property shall not be lessened after the all Liens other than Permitted Liens and in conformity with all Applicable Laws, Governmental Actions and Insurance Requirements then in effect. Upon completion of any such Structural Alteration, Tenant shall deliver to Landlord: (i) a certificate of Tenant, or, if applicable, subtenant signed by an authorized partner or its structural integrity impaired; officer, to the effect that the work has been completed and paid for and that, as to any Liens arising out of such work, Tenant is in compliance with Section 16(a), (ii) all if the alteration affected any area of the Premises outside the perimeter of any structure on the Land immediately prior to such Alterations shall be performed in alteration, a good and workmanlike mannersurvey of the Premises showing the Improvements as altered free of encroachment on any property, and shall be expeditiously completed in compliance with all Legal Requirements; street or way adjoining the Premises, and (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described all Governmental Actions required under Applicable Laws then in Paragraph 4), (iv) all work done effect in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationswork. (d) All Alterations (excluding Trade Fixtures installed guaranties and warranties made by any contractor, supplier or materialman in connection therewithwith any alteration shall be for the benefit of both Landlord and Tenant and the contract with each such contractor, supplier or materialman shall so provide. (e) During the Term, all alterations and improvements made by Tenant at Tenant's cost shall be the property of Tenant. Unless otherwise provided herein, at the expiration or earlier termination of this Lease, all such alterations and improvements remaining on the Premises shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. 3.13.1 The Tenant will not: (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) additions to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar yearProperty except as permitted under this clause 3.13; provided, that, Tenant complies with clause (c) of this Paragraph 12.or (b) Upon at least 30 days’ prior make any alteration to the Property or to the Conduits and/or Plant except as permitted by the provisions of this clause 3.13. 3.13.2 The Tenant may make alterations to the Property subject to the Tenant first obtaining the written notice to consent of the Landlord, such consent not to be unreasonably withheld or delayed and subject to the Tenant shall have complying with the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) remaining provisions of this Pxxxxxxxx 00, clause 3.13. 3.13.3 Before carrying out any alterations permitted under clause 3.13.2 the Tenant will: (xxxa) prior to making obtain all necessary consents of any competent authority and will pay all charges of any such Alteration(s), Tenant shall provide authority connected to or for those consents; (b) give the Landlord with drawings and written specifications in duplicate showing the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) alterations in sufficient detail for the Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed.consider fully the Tenant’s application for consent; (c) In connection enter into such covenants as the Landlord may reasonably require about the alterations; 3.13.4 If required by the EPC Regulations the Tenant shall obtain a valid EPC in respect of any works of alteration to the Property and deliver a copy to the Landlord (together with any Alteration: (i) the fair market value details of the affected Leased reference number of such EPC if not apparent from the copy) within 10 Working Days of such EPC being issued. 3.13.5 If any alterations made by the Tenant invalidate a valid EPC for any Neighbouring Property shall not be lessened after (or any part thereof) held by the completion Landlord of which the Tenant has prior written notification or adversely affects the asset rating in any such Alteration, or its structural integrity impaired; (ii) all such Alterations EPC then the Tenant shall be performed indemnify the Landlord in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use respect of the affected Leased Property (as described reasonable expenses properly incurred in Paragraph 4), (iv) all work done in connection with respect of the cost of a new and valid EPC for the Neighbouring Property. 3.13.6 Without limiting any such Alteration shall other provisions of this Lease the Tenant will comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses necessary consents of any such Alteration and shall (subject competent authority relating to and in compliance any works the Tenant carries out at the Property. 3.13.7 The Tenant will not make any connection with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and Conduits except in accordance with plans and specifications previously approved by the Landlord and with the appropriate consent of any competent authority, undertaker or supplier. 3.13.8 Notwithstanding the preceding provisions of this clause 3.13 the Tenant shall without the consent of the Landlord be entitled to: (a) make alterations or additions to the Property which do not affect the structural integrity of any buildings on the Property; and (b) make alterations or additions to the Plant and/or Conduits in support of the use of the Property permitted by this Lease; and (c) install alter remove any non-structural partitioning; (d) make minor alterations to ducting cabling ceiling and wall tiles and coverings; and (e) install and remove rides and associated apparatus, booths and stalls and related equipment in connection with the use of the Property permitted by this Lease, provided that the Tenant shall be submitted to notify the Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others any such alterations and shall become a part of the related Leased Property provide (where relevant) as if originally demised hereinbuilt drawings as soon as reasonably practicable following completion.

Alterations. (aA) Upon Tenant shall not make or permit to be made any Alterations without Landlord's prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (c) In connection with any Alteration, provided that: (i) the fair market value outside appearance of the affected Leased Property Building shall not be lessened after the completion of any such Alteration, or its structural integrity impairedaffected; (ii) the strength of the Building shall not be affected; (iii) the structural parts of the Building shall not be adversely affected; (iv) no part of the Building outside of the Premises shall be affected; and (v) the proper functioning of the Building Systems shall not be adversely affected and the use of such systems by Tenant shall not be increased beyond Tenant's allocable portion of the reserve capacity thereof, if any. If consent to any Alterations is not given, Landlord shall notify Tenant in sufficient detail to enable Tenant to amend its plans and specifications regarding such Alterations to comply with Landlord's objections. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent or approval, may make non-structural Alterations (x) for which the cost of labor and materials (as estimated by Landlord's architect, engineer or contractor) is less than $10,000 individually or $25,000 in the aggregate with any other Alteration constructed in the twelve (12) month period preceding the Alteration in question and (y) that do not violate the provisions contained in clauses (i) through (v) of this Section 6.1(A); provided that (I) at least ten (10) days prior to commencing any such Alterations, Tenant shall provide Landlord with three (3) sets of detailed plans and specifications (except as otherwise provided in Section 6.1(B)) that comply with all Requirements and (II) Tenant shall comply with all other requirements of this Article 6. (1) Prior to making any Alterations, Tenant shall (i) submit to Landlord three (3) sets of detailed plans and specifications (including layout, architectural, 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 such plans and specifications, which shall not be unreasonably withheld or delayed with respect to non-structural Alterations not affecting any Building Systems, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Government 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. Landlord hereby approves the layout plans for the Initial Alterations described in Schedule F annexed to this Lease (provided that nothing contained in this sentence shall diminish Tenant's obligation to comply with any provision of this Lease relating to the Initial Alterations, including, without limitation, the submission of full plans and specifications for the Initial Alterations to Landlord for approval in accordance with the terms of this Lease, nor shall anything contained in this sentence diminish any rights of Landlord under this Lease, including, without limitation, the right to approve such plans and specifications for the Initial Alterations). Upon completion of each such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alterations required by any Government Authority and shall furnish Landlord with copies thereof, together with the "as-built" plans and specifications for such Alterations. All Alterations shall be made and performed in accordance with the plans and specifications therefor as approved by Landlord (including any changes thereto, or variations therefrom, approved by Landlord), all Requirements 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, no such Alteration for which the cost of labor and materials (as reasonably estimated by Landlord's architect, engineer or contractor) is in excess of $25,000, either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall be undertaken prior to Tenant's delivering to Landlord such security for timely lien-free completion thereof as is reasonably satisfactory to Landlord, and such Alteration shall be performed only under the supervision of a licensed architect satisfactory to Landlord. Notwithstanding the preceding sentence, Tenant shall not be required to post security (x) with respect to any Initial Alterations, or (ii) in an amount in excess of the cost of the necessary labor and materials (as reasonably estimated by Landlord's architect, engineer or contractor). Notwithstanding the provisions of subsection B(1)(i) of this Section 6.1, with respect to any Alterations for which the cost of labor and materials (as estimated by Landlord's architect or contractor) is less than Twenty-Five Thousand ($25,000) Dollars, either individually or in the aggregate with any other Alterations constructed in any six (6) month period, Tenant shall not be obligated to submit the detailed plans and specifications referred to in subsection (B)(1)(i) (unless required by any Requirements), but in lieu of such detailed plans and specifications, Tenant shall submit to Landlord three (3) sets of documentation sufficient adequately to inform Landlord and its architect and engineer of the Alterations proposed to be made by Tenant. (2) Subject to the reasonableness standard set forth in subsection (B)(1) above, Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, 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, warranty or liability whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof in compliance with Requirements, or otherwise. (3) Landlord shall notify Tenant within 15 Business Days after the receipt by Landlord of Tenant's original submission of plans and specifications for any Alterations and within 10 Business Days after the receipt by Landlord of Tenant's resubmission of plans and specifications for any Alterations whether Landlord approves or disapproves (specifying the reasons for such disapproval) of the Alterations shown in such plans and specifications. If Landlord fails to approve or disapprove (specifying the reasons for such disapproval) Tenant's plans and specifications within the time period specified in the preceding sentence, Tenant shall be entitled to send Landlord a notice stating in capitalized and underlined words, "YOU HAVE FAILED TO RESPOND TO THE PLANS AND SPECIFICATIONS SUBMITTED TO YOU ON [DATE] WITHIN THE [INSERT NUMBER] BUSINESS DAY PERIOD SPECIFIED IN SECTION 6.1(B)(3) OF OUR LEASE AGREEMENT DATED [DATE]. IF YOU FAIL TO RESPOND THERETO WITHIN 10 BUSINESS DAYS AFTER THE DATE OF GIVING OF THIS NOTICE, SUCH PLANS AND SPECIFICATIONS WILL BE DEEMED TO HAVE BEEN APPROVED BY LANDLORD." If Landlord fails to approve or disapprove (specifying the reasons for such disapproval) Tenant's plans and specifications within 10 Business Days after receipt of such notice, Tenant's plans and specifications shall be deemed approved. (C) Except as otherwise provided herein, Tenant shall be permitted to perform Alterations (for which Tenant has obtained Landlord's consent pursuant to Sections 6.1(A) and 6.1(B) above), during Operating Hours, provided that such work does not interfere with or interrupt the operation and maintenance of the Building (as determined by Landlord) or unreasonably interfere with or interrupt the use and occupancy of the Building by any other tenants in the Building. Otherwise, Alterations shall be performed at such times and in a good and workmanlike manner, and shall be expeditiously completed such manner as Landlord may from time to time reasonably designate. Except as provided in compliance with all Legal Requirements; the penultimate sentence of this subsection (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4C), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased 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, if, on or before the date Landlord approves Tenant's plans and specifications (or other documentation) for such Alterations, Landlord notifies Tenant that Landlord is reserving the right to require Tenant to remove those Alterations that exceed or are different than the customary standard types of Alterations for general, executive and administrative business offices in the Borough of Manhattan, City and State of New York, then Landlord prior to the Expiration Date, may require Tenant to remove such specified Alterations and to repair and restore in a good and workmanlike manner to Building standard condition (reasonable wear and tear and damage for which Tenant is not responsible pursuant to the provisions of Article 13 excepted) any damage to the Premises or the Building caused by such removal. All Tenant's Property shall remain the property of Tenant and, on or before the Expiration Date, may be removed from the Premises by Tenant at Tenant's option, provided, however, that Tenant shall repair and restore in a good and workmanlike manner any damage to the Premises or the Building caused by such removal. The provisions of this Section 6.1(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, which approval shall not be unreasonably withheld or delayed. Prior to Tenant making any Alterations, Landlord or Manager, at Tenant's request, shall furnish Tenant with a list of contractors, subcontractors and mechanics who may perform Alterations in or to the Premises on behalf of Tenant, which list shall specify at least three subcontractors in each trade. If, within six months after Landlord shall furnish Tenant with such list, Tenant shall enter into a contract with any contractor set forth on the list, Tenant shall not be required to obtain Landlord's consent to such contractor unless, prior to entering into a contract with such contractor or the commencement of work by the contractor, Landlord notifies Tenant that such contractor has been removed from the list. (2) Notwithstanding the foregoing, with respect to any Alteration affecting any Building System, (i) Tenant shall employ Landlord's or the Manager's designated contractor, and (ii) the Alteration shall, at Tenant's expense, be designed by either Landlord's or the Manager's engineer. (1) Any mechanic's lien filed against the Premises or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be cancelled or discharged by Tenant, at Tenant's expense, within 20 days after such 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. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises. (2) If Tenant shall fail to discharge such mechanic's lien within the aforesaid period, then, in addition to any other right or remedy of 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 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. Section 6.2. In the case of Alterations (other than the Initial Alterations) costing in excess of Twenty-Five Thousand ($25,000.00) Dollars, Tenant shall pay to the Manager a fee (the "Alteration Fee") equal to seven (7%) percent of the cost thereof. Such Alteration Fee or any portion thereof shall be paid by Tenant to the Manager within 10 Business Days after the commencement of such Alterations. In addition, Tenant shall reimburse Landlord, within ten Business Days after demand therefor, for any out-of-pocket expense incurred by Landlord for reviewing the plans and specifications for such Alterations (including the Initial Alterations) or inspecting the progress of completion of the same. 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 Alterations. In connection with any filings by Tenant for permits, approvals or certificates for Tenant's Alterations, Landlord shall, without incurring any filing or similar fee and at no cost to Landlord, cooperate with Tenant and execute any documents reasonably required by any Government Authority to enable Tenant to obtain such permits, approvals or certificates. Section 6.4. In consideration of Tenant's acceptance of the Premises "as-is", and of Tenant's performance of the Initial Alterations, Landlord shall pay up to but not in excess of Land-lord's Contribution set forth on the Reference Page for Tenant's actual costs of performing or installing in the Premises the Initial Alterations, as if originally demised herein.shown in the plans and specifications referred to in Section 6.1 for such Alterations. For purposes of the preceding sentence, actual costs of performing or installing such Alterations shall include all so-called "hard" and "soft" construction costs, such as costs and fees for design and engineering, Tenant's professional and construction consultants, reasonable moving expenses, telecommunications equipment and furniture. Provided that there shall not then be existing an Event of Default under the provisions of this Lease, Landlord shall pay for such costs by paying the contractors, suppliers or consultants designated by Tenant or by reimbursing Tenant (at Tenant's option) from time to time during the progress of such Alterations (but not more than once per month) within 30 days after receipt from Tenant of (i) supporting documentation therefor approved by Tenant, accompanied by a certification of

Alterations. (a) Upon At Lessee's own cost and expense, (i) ----------- Lessee shall make alterations, renovations, improvements and additions to any portion of the Leased Property and substitutions and replacements therefor (collectively, but excluding any portion of the Financed Improvements, "Alterations") so long as such Alterations are (A) made to repair or maintain ------------ the Leased Property in the condition required by Section 5.1; (B) necessary in ----------- order for the Leased Property to be in compliance with Applicable Law; or (C) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation; and (ii) so long as no Event of Default or Default exists, Lessee may undertake Alterations on the Leased Property so long as such Alterations comply with Applicable Law and with Section 5.1 and ----------- subsection (b) of this Section 5.2. -------------- ----------- (b) The making of any Alterations must be in compliance with the following requirements: (1) No such Alterations with a cost exceeding $1,000,000 shall be made or undertaken except upon not less than ten (10) Business Days' prior written notice to LandlordLessor; provided, Tenant however, that in the event an Alteration must be -------- ------- performed immediately to protect any Person or property, Lessee shall give Lessor such notice as is practicable and in any event shall notify Lessor promptly upon the commencement of such Alteration. (2) Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to the Leased Property. (3) No Alterations shall be undertaken until Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Leased Property; and Lessor, at Lessee's expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable. (4) The Alterations shall be expeditiously completed in a good and workmanlike manner and in compliance with all Applicable Law then in effect and the standards imposed by any insurance policies required to be maintained hereunder. (5) All Alterations shall, when completed, be of such a character as to not materially adversely affect the fair market value, utility, remaining economic useful life or residual value of the Leased Property from its fair market value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Alterations being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation; and if the cost of such Alterations is in excess of the amount set forth in subsection (1) above and if requested by the Required Certificate Purchasers, Lessor shall engage an appraiser of nationally recognized standing, at Lessee's expense, to determine (by appraisal methods reasonably satisfactory to the Required Certificate Purchasers) the projected fair market value of the Leased Property following the completion of Alterations relating thereto. (6) Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Leased Property shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Leased Property, other than Permitted Liens; provided, that -------- Lessee shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and contest the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making amount claimed by any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule supplier of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned labor or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and materials in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement applicable provisions of the Alterations.Section 5.5. ----------- (d7) All The Alterations (excluding Trade Fixtures installed in connection therewith) shall become must be located solely on the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised hereinLand.

Alterations. (a) Upon Lender’s prior written notice to Landlord, Tenant approval shall have the right to make be required in connection with any Alteration(s) alterations to any Leased Property, Improvements or with respect to any Parking Expansion Project (subject to Section 4.27 hereof) (“Alterations”) (i) that are non-structural and reasonably likely to have an Individual Material Adverse Effect, (ii) the cost of which does not (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the applicable Alteration Threshold Amount or (iii) that materially and negatively affect the structural integrity of the Improvements, which approval may be granted or withheld in Lxxxxx’s reasonable discretion. Notwithstanding the foregoing, Lxxxxx’s consent shall not be required in connection with any (A) repairs based on life safety or emergency conditions or which are required to comply with applicable Legal Requirements, (B) work disclosed to the Lender on Schedule X attached hereto other than material expansions to Improvements on the Property to the extent consent is required for such expansions pursuant to the foregoing sentence, (C) non-structural or decorative work performed in the ordinary course of Borrower’s business, (D) tenant improvements and other Alterations made pursuant to an Approved Annual Budget except to the extent such Alterations are reasonably anticipated to exceed the applicable Alteration Threshold; (E) Alterations under and pursuant to any existing Lease as of the Closing Date (pursuant to the terms thereof in existence as of the Closing Date) or any Lease entered into in accordance with the terms and conditions of Section 4.14 (pursuant to the terms thereof in existence as of the date such Lease was entered into in accordance with the terms and conditions of Section 4.14) other than in connection with any Parking Expansion Project or material expansions to Improvements on the Property, in each case, to the extent consent is required for such Parking Expansion Project or expansion pursuant to the foregoing sentence; and (F) alterations and repairs arising out of a Casualty or Condemnation in accordance with the terms and conditions hereof, (G) any repairs required pursuant to this Agreement, (H) any pavement of roads, driveways and parking lots other than in connection with any Parking Expansion Project to the extent consent is required for such Parking Expansion Project pursuant to the foregoing sentence, (I) any roof repairs or replacements or installation or any other addition of antenna or solar panels at an Individual Property and (J) Tenant Funded Alterations (clauses (A) through (J), the “Approved Alterations”). To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section and Lxxxxx thereafter fails to respond, Lxxxxx’s approval shall be deemed given with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12matter for which approval was requested. (b) Upon Except to the extent such amounts are already reserved by Lender in connection with such Alteration, if the total unpaid amounts due and payable with respect to Alterations requiring Lxxxxx’s prior written consent at any Individual Property in the aggregate (other than such amounts to be paid or reimbursed by Tenants under the Leases and any amounts to be paid in respect of Approved Alterations with respect to such Properties) shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following with respect to such Alteration exceeding the Alteration Threshold (as applicable, the “Alterations Deposit”): (I) cash, (II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Lender and in respect of which, at Lender’s option following a rated Securitization of the Loan, Bxxxxxxx has obtained a Rating Agency Confirmation from the applicable Rating Agencies or (IV) a Letter of Credit. Each such Alterations Deposit shall be (A) in an amount equal to the excess of the total unpaid amounts with respect to the applicable Alterations on the applicable Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold and (B) disbursed or released, as applicable, from time to time by Lender to Borrower for completion of the Alterations at the applicable Individual Property upon the satisfaction of the following conditions: (1) Borrower shall submit a request for payment to Lender at least 30 days’ ten (10) days prior written notice to Landlordthe date on which Borrower requests that such payment be made, Tenant which request for payment shall have specify the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of Alterations for which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, thatpayment is requested, (i2) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default has occurred and is then shall be continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv3) Landlord such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement have consented been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of invoices paid (or to be paid) in excess of $25,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor to be paid by Borrower that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid or will be paid the amounts then due and payable to such contractor in connection with the funds to be disbursed. Each Alterations Deposit shall (if held in cash) be held by Lender in an interest-bearing account and, until disbursed or released in accordance with the provisions of this Section 4.21, shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations in writingrespect of which any Alteration Deposit is being held, which consent Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $25,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (to the extent not be unreasonably withheld, conditioned received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid in full or delayedwill have been paid in full upon such disbursement. (c) In connection with no event shall the aggregate amount of any Alteration: (i) the fair market value Letters of Credit delivered hereunder or any other provision of the affected Leased Property shall Loan Documents exceed ten percent (10%) of the outstanding principal amount of the Loan, unless Bxxxxxxx delivers to Lender an opinion of counsel to the effect that delivery of such Letter of Credit does not be lessened after alter the completion of any such Alterationconclusion reached in the Non-Consolidation Opinion, or its structural integrity impaired; a New Non-Consolidation Opinion, which opinion and any counsel delivering such opinion (iiif not counsel who delivered the Non-Consolidation Opinion) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject reasonably acceptable to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsLender. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right right, without obtaining the consent of Landlord, to (i) make any Alteration(s) to any the Leased Property, Premises that are non-structural not Structural Alterations and the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyAmount, in the aggregate, in any calendar year, and (ii) install additional and/or relocate existing racking and inline sprinkler systems in the Leased Premises, the cost of which shall not be included when calculating the Threshold Amount for purposes of Tenant’s right to make any other Alterations; provided, in each case, that, Tenant complies with clause (c) of this Paragraph Section 12. Promptly after written request by Landlord, given not more than once in any calendar year, Tenant shall provide to Landlord a list, in reasonable detail, of all of the material Alterations that Tenant has made since the date of the most recent such list provided by Tenant to Landlord (or since the Closing Date in the case of the first such request). (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to (i) make any Alteration(s) to any the Leased Property, Premises that are structural Structural Alterations and/or the cost of which exceeds the Threshold Amount for such Leased PropertyAmount, in the aggregate, in any calendar yearyear and (ii) to install solar panels on the roof of the Premises, the cost of which shall not be included when calculating the Threshold Amount for purposes of Tenant’s right to make any other Alterations; provided, that, in each case that (iA) no Event of Default has occurred and is then continuing, (iiB) Tenant complies with clause (c) of this Pxxxxxxxx 00Section 12, and (xxxC) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets budget and proposed schedule of construction with respect thereto, thereto and (iv) Landlord shall have consented to such Alterations in writingAlterations, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the structural integrity of the Leased Premises shall not be impaired, and the fair market value of the affected Leased Property Premises shall not be lessened materially lessened, after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements and Insurance Requirements; (iii) no such Alteration shall change cause the permitted use of the affected Leased Property (as described in Paragraph Premises to fail to comply with Section 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens Liens filed against the affected Leased Property Premises arising out of the same; (viv) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (viivi) no Tenant shall not, without obtaining Landlord’s prior consent (which consent may be granted or withheld in Landlord’s sole discretion), incur any debt with respect to such Alteration shall create that results in any debt mortgage or other encumbrance(s) encumbrance on the affected Leased Property Premises or any part thereof, and (viiivii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyAmount, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. In particular, in the case of the installation of any solar panels on the roof, such installation shall not void or impair any then applicable roof warranty, unless Tenant purchases or otherwise obtains an overburden or extended warranty in connection with such installation. In the event of any Structural Alterations which alter the footprint of the Improvements, promptly after Landlord’s request, upon completion of such Alterations which alter the footprint of the Improvements, Tenant, at Tenant’s expense, shall deliver to Landlord an updated as-built ALTA survey of the Leased Premises certified to Landlord. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall shall, upon the expiration or earlier termination of this Lease become the property of Landlord, without any further act. To the extent permitted by the Code and by any applicable state tax laws and regulations, Tenant shall be free and clear entitled to the tax benefits, if any, with respect to any Alterations made by Tenant at Tenant’s expense until such time as such Alterations become the property of all liens and rights of others and shall become a part of Landlord pursuant to the related Leased Property as if originally demised hereinforegoing sentence.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are non-structural not Structural Alterations and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased Property, Premises that are structural Structural Alterations and/or the cost of which exceeds the Threshold Amount for such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00Paragraph 12, and (xxxiii) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets budget and proposed schedule of construction with respect thereto, thereto and (iv) Landlord shall have consented to such Alterations in writingAlterations, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property Premises shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements and Insurance Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property Premises (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens Liens filed against any of the affected Leased Property Premises arising out of the same; (viv) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (viivi) no subject to Tenant’s contest rights set forth in Paragraph 18, Tenant shall not incur any debt with respect to such Alteration shall create that results in any debt mortgage or other encumbrance(s) encumbrance on the affected Leased Property Premises or any part thereof, and (viiivii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyAmount, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations shall, upon the expiration or earlier termination of this Lease (excluding Trade Fixtures installed other than as a result of Tenant’s purchase of the Leased Premises in connection therewith) shall accordance with this Lease), become the property of Landlord, without any further act. Until the expiration or earlier termination of this Lease, all Alterations shall remain the property of Tenant and to the extent permitted by the Code and by any applicable state tax laws and regulations, Tenant shall be free and clear entitled to the tax benefits, if any, with respect to any Alterations made by Tenant at Tenant’s expense until such time as such Alterations become the property of all liens and rights of others and shall become a part of Landlord pursuant to the related Leased Property as if originally demised hereinforegoing sentence.

Alterations. Any alterations or improvements desired by Tenant after Landlord's delivery of the Premises shall be subject to the provisions of Paragraph 14 (a"Alterations") Upon of the Lease. If the foregoing correctly sets forth our understanding, please sign this Agreement where indicated below. LANDLORD: TENANT: LUM YIP KEE, LIMITED, XXXRICAN RIVER BANK, a Hawaii corporation a California Corporation By: /s/ By: /s/ WILLIAM L. YOUNG --------------------------- ----------------------------- Name: William L. Young Its: President/CEO Date: 8/29/96 SAN TEI COMPANY, By: /s/ DAVID T. TABER a Hawaii limited parxxxxxxxx ----------------------------- Name: David Taber By: TUNG TE CORPORATION, Xxx: EVP General Partner Date: 8/29/96 Date: By: Its: Doing business as Sandalwood Land Company EXHIBIT C RULES AND REGULATIONS 1. No sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside or inside of the Building or the Premises, including without limitation, the windows and doors of the Premises, without the prior written notice to consent of Landlord, Tenant . Landlord shall have the right to make remove, at Tenant's expense and without notice, any Alteration(s) sign installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be professionally printed, painted, affixed or inscribed at the expense of Tenant by a person chosen by Landlord. 2. If Landlord objects in writing to any Leased Propertycurtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises, Tenant shall immediately discontinue such use. No awning shall be permitted on any part of the Premises. Tenant shall not place anything against or near glass partitions or doors or windows which may appear unsightly from outside the Premises. 3. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators, escalators or stairways of the Building. The halls, passages, exits, entrances, shopping malls, elevators, escalators and stairways are not for the general public, and Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants; provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are non-structural engaged in illegal activities. No tenant and no employee or invitee of any tenant shall go upon the roof of the Building. 4. Landlord will provide a central directory for the Building, and ninety percent (90%) of such directory shall be available for the tenants occupying the Building. The tenants' space on such directory shall be allocated based upon the ratio between the Rentable Area occupied by each tenant and the cost total Rentable Area within the Building. The directory of the Building will be provided exclusively for the display of the name and location of tenants only, and Landlord reserves the right to exclude any other names therefrom. 5. All cleaning and janitorial services for the Building and the Premises shall be provided exclusively through Landlord, except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be employed by Tenant or permitted to enter the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary labor by carelessness or indifference to the good order and cleanliness of the Premises. Landlord shall not in any way be responsible to any Tenant for any loss of property on the Premises, however occurring, or ft makor any damage to any Tenant's property by the janitor or any other employee or any other person. 6. Landlord will furnish Tenant, free of charge, with two keys to each door lock in the Premises. Landlord may make a reasonable charge for any additional keys. Tenant shall noe or have made additional keys, axx Tenant shall not alter any lock or install a new additional lock or bolt on any door of its Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys of all doors which does not exceed have been furnished to Tenant, and in the Threshold Amount with respect event of loss of any keys so furnished, shall pay Landlord therefor. 7. If Tenant requires telegraphic, telephonic, burglar alarm, antenna, satellite dish or similar services, it shall first obtain, and comply with, Landlord's instructions in their installation. 8. Any freight elevator shall be available for use by all tenants in the Building, subject to such Leased Propertyreasonable scheduling as Landlord in its discretion shall deem appropriate. No equipment, materials, furniture, packages, supplies, merchandise or other property will be received in the aggregate, Building or carried in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12the elevators except between such hours and in such elevators as may be designated by Landlord. (b) Upon at least 30 days’ prior written notice 9. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to Landlord, Tenant carry and which is allowed by law. Landlord shall have the right to make any Alteration(s) prescribe the weight, size and position of all equipment, materials, furniture or other property brought into the Building. Heavy objects shall, if considered necessary by Landlord, stand on such platforms as determined by Landlord to be necessary to properly distribute the weight. Business machines and mechanical equipment belonging to Tenant, which cause noise or vibration that may be transmitted to the structure of the Building or to any Leased Propertyspace therein to such a degree as to be objectionable to Landlord or to any tenants in the Building, that are structural and/or shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the cost Building must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant. 10. Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or combustible fluid or material other than those limited quantities necessary for the operation or maintenance of office equipment. Tenant shall not use or permit to be used in the Premises any foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors or vibrations, nor shall Tenant bring into or keep in or about the Premises any birds or animals. 11. Tenant shall not use any method of heating or air-conditioning other than supplied by Landlord. 12. Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air-conditioning and to comply with any governmental energy-saving rules, laws or regulations of which exceeds the Threshold Amount Tenant has actual notice, and shall refrain from attempting to adjust controls other than room thermostats installed for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant's use. Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect theretokeep corridor doors closed, and (iv) shall close window coverings at the end of each business day. Because the Premises shall be used for retail banking and related financial services, Landlord shall have consented waive the requirement that the window coverings be closed at the end of each business day. 13. Landlord reserves the right, exercisable without notice and without liability to Tenant, to change the name and street address of the Building. 14. Landlord reserves the right to exclude from the Building between the hours of 6 p.m. and 7 a.m. the following day, or such Alterations other hours as may be established from time to time by Landlord, and on Sundays and legal holidays, any person unless that person is known to the person or employee in writing, which consent charge of the Building and has a pass or is properly identified. Tenant shall be responsible for all persons for whom it requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall not be unreasonably withheldliable for damages for any error with regard to the admission to or exclusion from the Building of any person. Landlord reserves the right to prevent access to the Building in case of invasion, conditioned mob, riot, public excitement or delayedother commotion by closing the doors or by other appropriate action. (c) In connection with 15. Tenant shall close and lock the doors of its Premises and entirely shut off all water faucets or other water apparatus before Tenant and its employees leave the Premises. Tenant shall be responsible for any Alteration: (i) the fair market value damage or injuries sustained by other tenants or occupants of the affected Leased Property Building or by Landlord for noncompliance with this rule. 16. Tenant shall not obtain for use on the Premises ice, drinking water, food, beverage, towel or other similar services or accept barbering or bootblacking services upon the Premises, except at such hours and under such regulations as may be fixed by Landlord. 17. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be lessened after the completion used for any purpose other than that for which they were constructed and no foreign substance of any such Alterationkind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or its structural integrity impaired; (ii) all such Alterations whose employees or invitees, shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) have caused it. 18. Tenant shall timely pay all costs and expenses not sell, or permit the sale at retail, of newspapers, magazines, periodicals, theater tickets or any such Alteration and shall (subject other goods or merchandise to and the general public in compliance with or on the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Premises. Tenant shall procure and pay for all permits and licenses required in connection with not make any such Alteration; (vii) no such Alteration shall create any debt or room-to-room solicitation of business from other encumbrance(s) on the affected Leased Property and (viii) tenants in the case of Building. Tenant shall not use the Premises for any Alteration the estimated cost of which business or activity other than that specifically provided for in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsTenant's Lease. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice Landlord represents and warrants that it has constructed and installed at its sole cost and expense, ACC6 Phase I and data center infrastructure and leasehold improvements, and Landlord covenants to construct and install, at Landlord's sole cost and expense and not to be included as Operating Expenses, Tenant ACC6 Phase II and data center infrastructure and leasehold improvements, all as outlined in Exhibit D attached hereto and made a part hereof (“Landlord's Work”), all in a good, workmanlike and first-class manner, and all in compliance with all applicable Laws (including, without limitation, all applicable building codes). Without limiting the foregoing, ACC6 Phase II shall have be constructed to be substantially similar to ACC6 Phase I and shall be configured generally as depicted on the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12floor plan attached hereto as Exhibit B. [*****]. (b) Upon at least 30 days’ prior written notice [*****]. (c) It is understood and agreed that, except for Landlord's Work (including, without limitation, Landlord's Post-Effective Date Work and Landlord's delivery of the Operational Space as set forth in Section 1.3 above), Landlord is under no obligation to Landlordmake, any structural or other alterations, installations, additions or improvements in or to the Building, Land or Premises. (d) [*****]. 9.2 Subject to the terms and provisions of Section 9.6 below, Tenant shall have the right not make or permit anyone to make any Alteration(smaterial alterations, additions, improvements or replacements in or to the Premises, the Building, or the Property (collectively, “Alterations”) to any Leased Propertywithout the prior written consent of Landlord, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, consent may be withheld or granted in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred Landlord's sole and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction absolute discretion with respect theretoto structural Alterations and those non-structural Alterations which are visible from the exterior of the Premises, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other non-structural Alterations. Structural Alterations shall be deemed to include, without limitation, any Alteration that will or may necessitate any changes, replacements or additions to the load-bearing or exterior walls, non-drop ceilings, partitions (load-bearing or non-demising), columns or floor, or to the fire protection, water, sewer, electrical, mechanical, plumbing or HVAC systems, of the Premises or the Building. Notwithstanding the foregoing, Tenant shall have the right to make Minor Changes (as defined below) within the Premises without requiring the consent of Landlord. “Minor Changes” shall mean those minor, non-structural Alterations which will not cause an interruption of, or a reduction in, the functioning of the Building's mechanical, electrical, life safety, security, plumbing, HVAC, telecommunications or other systems, and which cost (including installation) in the aggregate less than [*****] (as reasonably determined by Landlord). The construction of any cage(s), security fencing or similar structure within the Premises shall not be a Minor Change and shall be subject to Landlord's consent, such consent not to be unreasonably withheld, conditioned or delayed. . Any Alterations made by Tenant shall be made: (a) in a good, workmanlike, first class and prompt manner; (b) using new or comparable materials only; (c) In connection with any Alteration: by a contractor included on Landlord's list of approved contractors or a contractor otherwise reasonably approved in writing by Landlord (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alterationeach, or its structural integrity impairedan “Approved Contractor”); (iid) all such Alterations shall be performed in a good on days and workmanlike manner, and shall be expeditiously completed in compliance at times that do not unreasonably interfere with all Legal RequirementsLandlord's performance of its obligations under this Lease; (iiie) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and reasonably approved in writing by Landlord; (f) in accordance with plans and specifications prepared by an engineer and/or architect reasonably acceptable to Landlord, and, with respect to Alterations that are not Minor Changes, which plans and specifications shall be approved in writing by Landlord at Landlord's standard charge, which shall not exceed [*****] except in the event that Landlord reasonably obtains the services of a non-affiliated third party to review such plans and specifications (i.e., where an Alteration affects the Building Structure and Systems), in which event Tenant shall be submitted responsible for all reasonable, third-party, out-of-pocket costs and expenses actually incurred by Landlord; (g) in accordance with all Laws and, if made available to Tenant by Landlord, the reasonable requirements of any insurance company insuring the Building or any portion thereof; (h) with respect to any Alterations that are not Minor Changes, after Landlord shall have obtained any required consent of the holder of any Mortgage of whom Tenant has notice; (i) after obtaining public liability and worker's compensation insurance policies approved in writing by Landlord, which policies shall cover every person who will perform any work with respect to such Alteration; and (j) with the obligation for Tenant to obtain and deliver to Landlord prior written, unconditional full or partial (as applicable) waivers of mechanics' and materialmen's liens against the Premises, the Building and the Property from all contractors, subcontractors, laborers and material suppliers (individually and collectively, “Contractors”) for all work, labor and services performed and materials furnished in connection with Alterations within ten (10) Business Days after Tenant submits payment to the commencement applicable Contractor(s) for the applicable portion(s) of the Alterations. . If any lien (dor a petition to establish such lien) All Alterations is filed in connection with any Alteration made by or on behalf of Tenant, such lien (excluding Trade Fixtures installed or petition) shall be discharged by Tenant as soon as commercially reasonable, but in no event more than thirty (30) days after Tenant receives notice thereof, at Tenant's sole cost and expense, by the payment thereof or by the filing of a bond legally sufficient to discharge such lien. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to 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, 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 become the property 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 free solely the responsibility of Tenant, unless Landlord performed design work or construction work (other than reviewing and/or approving plans, drawings or construction work) with respect to such Alterations. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and clear of all liens and rights of others and shall become a part air conditioning system of the related Leased Property as Premises or the Building, fire and life safety system or the roof of the Building shall, at Landlord's election, be performed by Landlord's designated contractor or subcontractor, who shall be reasonably approved by Tenant, at Tenant's expense (provided the cost therefor is competitive). For any approved Alterations performed by Tenant and/or its contractor(s), Tenant shall not be required to pay a construction supervision fee or coordination fee to Landlord; however, if originally demised hereinLandlord's contractor or subcontractor performs any Alteration, then, except with respect to any of Landlord's Work (including, without limitation, Landlord's Post-Effective Date Work), Tenant shall pay a reasonable construction supervision fee [*****]. Promptly after the completion of an Alteration, Tenant, at its expense, shall deliver to Landlord three (3) sets of as-built (or record) drawings and CAD drawings prepared by Tenant's engineer showing such Alteration in place. Notwithstanding the foregoing, subject to Landlord's written approval, which shall not be unreasonably withheld or delayed, Tenant may elect not to cause as-built drawings and CAD drawings to be prepared for Minor Changes that, in Landlord's sole but reasonable discretion, do not affect the Building Structure and Systems.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right, at any time and from time to time, to make such changes and alterations, structural or otherwise, to the Buildings as Tenant shall deem necessary or desirable, including the right to make increase or reduce the height of the buildings, or to demolish the Buildings, or any Alteration(spart thereof, provided that in the case of any demolition Tenant shall erect in substitution thereof a new building or (in the event of the demolition of part of a Building) a new part thereof. Such changes, alterations, demolition or new construction (collectively, "Alterations") shall be made in all cases subject to any Leased Propertythe following conditions: (a) no Alterations shall be undertaken until Tenant shall have procured and paid for, that are non-structural so far as the same may be required from time to time, all municipal and other governmental permits and authorizations of the cost of which does not exceed the Threshold Amount with respect to such Leased Propertyvarious municipal departments and governmental subdivisions having jurisdiction, and Landlord shall join, at Tenant's expense, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.application for such permits or authorizations whenever such action is necessary; (b) Upon at least 30 days’ prior written notice any structural Alterations, or any Alterations undertaken as a single project and involving an estimated cost aggregating more than $75,000, shall be conducted under the supervision of an architect or engineer (who may be an employee of Tenant) selected by Tenant, and no such work shall be undertaken until ten (10) business days after plans and specifications and budget estimates therefor, prepared and approved in writing by such architect or engineer shall have been submitted to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed.; (c) In connection with any Alteration: (i) all Alterations shall be of such a character that, when completed, the fair market value of the affected Leased Property Buildings shall be not be lessened after less than the completion value of the Buildings immediately before any such Alteration, or its structural integrity impaired; Alterations; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (ivd) all work done in connection with any such Alteration Alterations shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs be done in a good and expenses of any such Alteration and shall (subject to and workmanlike manner, in compliance with applicable Laws, and in substantial accordance with the provisions plans and specifications submitted to Landlord; (e) workmen's compensation insurance covering all persons employed in connection therewith and with respect to whom death or bodily injury claims could be asserted against Landlord, Tenant or the Premises and general liability and property damage insurance, and insurance covering all risks generally related to construction and which would reasonably be required by a prudent Institutional Fee Mortgagee for similar construction (which may be effected by endorsement, if obtainable, on the insurance required to be carried pursuant to Section 4.1) for the mutual benefit of Paragraph 18) discharge Landlord, any Fee Mortgagee, and Tenant with limits of not less than those required to be carried pursuant to Section 4.1 shall be maintained by Tenant at all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required times when any work is in process in connection with any Alterations, and evidence of the procuring of such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which policies shall be submitted to Landlord prior before construction of any such Alteration is commenced; (f) any structural Alterations, including Alterations which involve the demolition and reconstruction of any material structure on the Premises, shall be subject to Landlord's consent, which consent shall not be unreasonably withheld by Landlord (in the commencement case of the Alterations. (d) All demolition and reconstruction of any material structure on the Premises, it shall not be unreasonable for Landlord to withhold its consent if Tenant cannot reasonably demonstrate that Tenant has obtained or can obtain the funds required to pay the cost of such demolition or reconstruction and it shall not be unreasonable for Landlord to take account any material adverse effect of such Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property on contiguous properties owned by Landlord or Affiliates of Landlord, including those properties which are subject to Group Leases); (g) subject to Section 10.3, all Alterations shall immediately upon installation become Landlord's property and shall remain on and be surrendered with the Premises as part thereof at the termination of this Lease; (h) the cost of any Alteration shall be paid by Tenant so that, subject to Article 12, the Premises shall at all times be free of liens for labor and clear materials supplied or claimed to have been supplied to the Premises in connection with such Alteration; (i) within a reasonable time after completion of all liens any Alteration, Tenant shall provide Landlord with complete as-built mylar drawing thereof, if such drawings were prepared for Tenant, and rights otherwise with such final plans and specification for such Alteration as are in Tenant's possession; (j) any Alterations commenced by Tenant shall be prosecuted diligently to completion by Tenant; and (k) Subject to Section 21.5, any Alterations (i) shall be subject to the consent of others any Institutional Fee Mortgagee if and to the extent required under the Institutional Fee Mortgage in question, and (ii) shall become a part be performed in compliance with the applicable requirements of the related Leased Property as if originally demised hereinInstitutional Fee Mortgage in question. Any dispute under this Section shall be determined by arbitration in the manner provided in Article 18.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (cA) In connection with Lessee's leasing of Alternate Expansion Space One pursuant to this Addendum No. 1, and except as specifically provided for in Subsection (A) (2) of the Section of this Addendum No. 1 entitled "Demised Premises, " Lessor shall have no obligation to perform or pay for any Alteration: Alterations in Alternate Expansion Space One or in the Demised Premises. Lessor shall, however, make available to Lessee, subject to the satisfaction of the conditions of this Section of this Addendum No. 1, an allowance in the amount of not more that One Hundred Seven Thousand Nine Hundred Seventy and 00/100 ths Dollars ($107,970.00) (the "Alternate Expansion Space One Allowance"). The Alternate Expansion Space One Allowance may be used by Lessee for (i) the fair market value hard construction costs incurred by Lessee to construct and install Alterations which Lessee may perform in or to the Alternate Expansion Space One during a period beginning on the Alternate Expansion Space One Commencement Date and expiring June 30, 2002 (the "Fit Out Period"), provided that if Lessee has not exercised its option to terminate the term of the affected Leased Property Lease set forth in the Section of the Lease entitled ".OPTION TO TERMINATE" then the Fit Out Period shall be automatically extended to December 31, 2004; (h) any construction-related items (including by not limited to, architectural and consulting fees, permit fees, computer, telephone and communications facilities, and construction management fees); and (iii) the costs of office personal property of Lessee to be lessened after located in the completion Alternate Expansion Space One, including equipment and furniture. Provided Lessee has satisfied the conditions hereinafter related to release of all or any such Alterationportion of the Alternate Expansion Space Allowance, no request for 'reimbursement to Lessee under the Alternate Expansion Space One Allowance will be accepted by Lessor prior to December 1, 1999 nor later than the last date of the Fit Out Period. (B) In connection with Lessee's leasing of Mandatory Expansion Premises pursuant to this Addendum No. 1, and except as specifically provided for in Subsection (B)(2) of the Section of this Addendum No. 1 entitled "Demised Premise" Lessor shall have no obligation to perform or pay for any Alterations in Mandatory Expansion Premises or in the Demised Premises. Lessor shall, however, make available to Lessee, subject to the satisfaction of the conditions of this Section of this Addendum No. 1, an allowance in the amount of not more than Eighty Three Thousand Six Hundred Seventy Five and 00/100ths Dollars ($83,675.00) (the "Mandatory Expansion Premises Allowance"). The Mandatory Expansion Premises Allowance may be used by Lessee for (i) the hard construction costs incurred by Lessee to construct and install Alterations which Lessee may perform in or to the Mandatory Expansion Premises during a period beginning on the Mandatory Expansion Premises Commencement Date and expiring June 30, 2002 (the "Fit Out Period"), provided that if Lessee has not exercised its structural integrity impairedoption to terminate the term of the Lease set forth in the Section of the Lease entitled "OPTION TO TERMINATE" then the Fit Out Period shall be automatically extended to December 31, 2004; (ii) any construction-related items (including by not limited to, architectural and consulting fees, permit fees, computer, telephone and communications facilities, and construction management fees); and (iii) the costs of office personal property of Lessee to be located in the Mandatory Expansion Premises, including equipment and furniture, Provided Lessee has satisfied the conditions hereinafter related. to release of all such or any portion of the Mandatory Expansion Premises Allowance, no request for reimbursement to Lessee under the Mandatory Expansion Premises Allowance will be accepted by Lessor prior to December 1, 1999 nor later than the last date of the Fit Out Period. Notwithstanding the foregoing if at any time Lessee is in default, after the giving of notice and the passage of the applicable period to cure, of its obligations to pay rent provided for under the Lease, then Lessor shall have no obligation to reimburse Lessor from the Mandatory Expansion Premises Allowance for any costs incurred by Lessee for or related to Alterations performed in or to the Mandatory Expansion Premises. (C) Any Alterations to the Alternate Expansion Space One and to the Mandatory Expansion Premises shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance accordance with all Legal Requirements; (iii) no such Alteration shall change the permitted use Section of the affected Leased Property Original Lease entitled "ALTERATIONS", except as hereinafter modified by the following provisions: (as described in Paragraph 4), (ivi) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior Prior to the commencement of any Alterations in and to the Alternate Expansion Space One and Mandatory Expansion Premises, Lessee shall also submit to Lessor copies of all permits required in connection therewith, and upon the completion of those Alterations, Lessee, at its expense, shall furnish to Lessor a set of the "as-built" plans for such Alterations performed in the Alternate Expansion Space One and Mandatory Expansion Premises. (dii) All Lessee shall promptly submit to Lessor (but on a monthly basis only) invoices for the costs incurred by Lessee in performing the Alterations (excluding Trade Fixtures installed in connection therewithor related to Alternate Expansion Space One and Mandatory Expansion Premises, together with signed waivers of mechanic's hens executed by all contractors or subcontractors performing those Alterations, and such other information or documentation as Lessor's lender may request or require, which may include an architect's certificate of substantial completion for any final disbursement to be made. After inspection and approval of those portion(s) of these Alterations as reflected by such certificates and invoices and verification of the invoices and waivers submitted, Lessor shall become promptly reimburse to Lessee appropriate amounts requested by the property of Landlordinvoices. In no event, however, shall Lessor be free obligated to reimburse Lessee for any amount if such amount individually or in the aggregate exceeds the total amount of the Alternate Expansion Space One Allowance and clear Mandatory Expansion Premises Allowance. (iii) Lessee must submit all invoices for reimbursement no earlier than December 1, 1999 and no later than the last date of the Fit Out Period, and Lessor shall have no obligation to reimburse Lessee for any invoices submitted prior to December 1, 1999 or after the last date of the Fit Out Period. In the event that Lessee has not requested release of all liens monies in the Alternate Expansion Space One Allowance and rights of others and shall become a part Mandatory Expansion Premises Allowance by the last date of the related Leased Property as Fit Out Period, then any remaining monies shall be credited by Lessor to rent next due and owing by Lessee under the Lease. (iv) Notwithstanding the foregoing, Lessor shall have no obligation to reimburse Lessee or to credit any unused portion of the Alternate Expansion Space One Allowance and Mandatory Expansion Premises Allowance to Monthly Rent due and owing, if originally demised hereinLessee fails to comply with the terms and conditions of this Section of this Addendum No. 1, or if Lessee is in Material Default of the Lease, whether at the time Lessee makes a request for reimbursement or at any time thereafter up to and including the date Lessor makes any such reimbursement to Lessee.

Alterations. (a) Upon Borrower shall obtain Lender’s prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) consent to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect alterations or improvements to such Leased Property, in the aggregate, in (or demolitions of) any calendar year; provided, that, Tenant complies with clause Improvements (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s“Alterations”), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingincluding tenant improvements, which consent shall not be unreasonably withheld, conditioned conditioned, or delayeddelayed except with respect to Alterations that would reasonably be expected to result in an Individual Material Adverse Effect on the applicable Individual Property. Notwithstanding the foregoing, Xxxxxx’s consent shall not be required in connection with any (i) repairs based on life safety or emergency conditions or which are required to comply with applicable Legal Requirements, (ii) Preapproved Alterations, (iii) non-structural or decorative work performed in the ordinary course of Borrower’s business, (iv) Alterations, the then remaining cost of which to complete, when taken in the aggregate with the then remaining cost to complete all other Alterations then ongoing that would otherwise require Xxxxxx’s prior written consent under this Section 5.1.21 (other than Alterations described in the other subsections of this sentence), is less than the Alterations Threshold Amount; (v) Alterations made pursuant to an Approved Annual Budget; (vi) Alterations with respect to any existing Lease as of the Closing Date or any Lease entered into in accordance with the terms and conditions of Section 5.1.20; (vii) Alterations and repairs arising out of a Casualty or Condemnation in accordance with the terms and conditions hereof; (viii) the Required Repairs, (ix) any installation or any other addition of antenna or solar panels or solar facilities at any Individual Property, (x) any repairs required by the Loan Documents, (xi) unit renovations, (xii) amenity upgrades, (xiii) Alterations made by a Tenant under a commercial Lease or (xiv) any Alterations made on or to any Undeveloped Land or any Pre-Identified Release Parcel (clauses (i) through (xiv), the “Approved Alterations”). At any time that Xxxxxx’s approval is required under this Section 5.1.21(a), provided no Event of Default is continuing, Xxxxxx’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto. (b) If the total unpaid amounts due and payable with respect to Alterations requiring Lender’s prior written consent at the Properties in the aggregate (other than such amounts (x) to be paid or reimbursed by Tenants under the Leases, (y) to be paid in respect of Approved Alterations with respect to such Properties and (z) on deposit in the Reserve Accounts and which are permitted to be used for such Alterations in accordance with this Agreement) shall at any time exceed the Alterations Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following with respect to such Alteration exceeding the Alterations Threshold Amount (as applicable, the “Alterations Deposit”): (I) cash, (II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Lender and in respect of which, at Xxxxxx’s option following a Rated Securitization of the Loan, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies, (IV) 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 bond or Letter of Credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender or (V) a guaranty executed by Alterations Guarantor in favor of Lender in a form reasonably acceptable to Lender (an “Alterations Guaranty”); provided, that in the event that Borrower elects to deliver an Alterations Guaranty pursuant to this Section 5.1.21(b), if the Additional Insolvency Opinion Condition is satisfied, then Borrower shall deliver an Additional Insolvency Opinion reasonably acceptable to Lender which takes into account such Alterations Guaranty. Each such Alterations Deposit shall be (A) in an aggregate amount equal to the excess of the total unpaid amounts with respect to the applicable Alterations on the applicable Individual Property (other than such amounts (x) to be paid or reimbursed by Tenants under the Leases, (y) to be paid in respect of Approved Alterations with respect to such Properties and (z) on deposit in the Reserve Accounts and which are permitted to be used for such Alterations in accordance with this Agreement) over the Alterations Threshold Amount and (B) disbursed or released, as applicable, from time to time by Lender to Borrower for completion of the Alterations at the applicable Individual Property upon the satisfaction of the following conditions: (1) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the Alterations for which payment is requested, (2) on the date such payment is to be made, no Event of Default shall be continuing, and (3) such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of invoices paid (or to be paid) in excess of $250,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor to be paid by Borrower that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid or will be paid the amounts then due and payable to such contractor in connection with the funds to be disbursed. Each Alterations Deposit shall (if held in cash) be held by Lender in an interest-bearing account and, until disbursed or released in accordance with the provisions of this Section 5.1.21(b), shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $250,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with Alterations and stating that each contractor providing services in connection with the Alterations has been paid in full or will have been paid in full upon such disbursement, in each case, to the extent not received by Lender in connection with prior disbursement requests. (c) In Notwithstanding anything to the contrary herein, so long as funded out of cash flow of an Individual Property or equity contributions of Borrower, any obligations incurred by Borrower in connection with any Alteration: (i) the fair market value of the affected Leased Property Approved Alterations shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall deemed to be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsIndebtedness hereunder. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon For so long as the Property is subject to the MGM/Mandalay Lease, (i) Borrower shall provide Lender with written notice of any alterations to any Improvements proposed by MGM/Mandalay Tenant that require Borrower’s prior consent under the MGM/Mandalay Lease (including, for the avoidance of doubt, any proposed Landlord Approved Capital Improvements (as defined in the Initial MGM/Mandalay Lease)) and (ii) Lender’s prior written notice approval, not to Landlordbe unreasonably withheld, Tenant conditioned or delayed, shall have only be required for any alterations which both (x) require Borrower’s consent under the right terms and provisions of the MGM/Mandalay Lease and (y) would otherwise require Xxxxxx’s consent pursuant to make any Alteration(sSection 5.1.19(b) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregateevent that the Property was not subject to the MGM/Mandalay Lease. For the avoidance of doubt, Xxxxxx’s consent shall not be required in connection with any calendar year; provided, that, Tenant complies with clause (c) alterations set forth on Schedule 8 of this Paragraph 12the Initial MGM/Mandalay Lease in effect as of the Closing Date. (b) Upon at least 30 days’ For so long as the Property is not subject to the MGM/Mandalay Lease, Borrower shall obtain Lender’s prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) consent to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in alterations to any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingImprovements, which consent shall not be unreasonably withheldwithheld or delayed except with respect to alterations that would be reasonably likely to have a material adverse effect on Borrower’s financial condition, conditioned or delayed. (c) In connection with any Alteration: (i) taken as a whole, the fair market value of the affected Leased applicable Individual Property or EBITDAR. Notwithstanding the foregoing, Xxxxxx’s consent shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any alterations (i) intentionally omitted, (ii) that will not have a material adverse effect on Borrower’s financial condition, taken as a whole, or the value of the applicable Individual Property upon completion of such Alteration; alterations, and such alterations shall not exceed, with respect to each Individual Property, five percent (vii5.00%) no of Allocated Loan Amount of such Alteration Individual Property as of the Closing Date (the “Threshold Amount”), (iii) that are specifically provided for in the Approved Annual Budget or otherwise consented to by Lender and shall create any debt be funded from the Reserve Funds in accordance with this Agreement or other encumbrance(sfrom amounts disbursed to Borrower in accordance with the Loan Documents, (iv) that are related to a tenant improvement, the cost of which is to be paid by the tenant pursuant to an existing Lease or a Lease entered into in accordance with the terms of this Agreement, (v) that are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in (1) Borrower shall submit a request for payment to Lender at least five (5) Business Days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the alterations for which payment is requested, (2) on the affected Leased Property date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, and (viii3) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations request shall be made under accompanied by an Officer’s Certificate (x) stating that the supervision applicable portion of an architect or engineer the alterations at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with plans all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $500,000 and specifications which any licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the alterations, (y) identifying each contractor that supplied materials or labor in connection with the applicable portion of the alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid or will have been paid in full upon such disbursement. Each Alterations Deposit shall be submitted held by Lender in an interest bearing account and, until disbursed in accordance with the provisions of this Section 5.1.19, shall constitute additional security for the Debt and Other Obligations under the Loan Documents. Upon the completion of the alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Landlord prior Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Xxxxxx and on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $500,000 and any licenses, permits or other approvals by any Governmental Authority required in connection with alterations (to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed extent not received by Lender in connection therewithwith prior disbursement requests) shall become and stating that each contractor providing services in connection with the property alterations has been paid in full or will have been paid in full upon such disbursement. At any time that Xxxxxx’s approval is required under this Section 5.1.19, provided no Event of LandlordDefault is continuing, Xxxxxx’s approval shall be free and clear of all liens and rights of others and shall become a part of deemed granted if the related Leased Property as if originally demised hereinDeemed Approval Requirements have been satisfied with respect thereto.

Alterations. Except as provided in or permitted by the Loan Agreement, or the Tenant Lease, Mortgagor shall not, without the consent of Mortgagee, construct any new Improvements on the Premises other than those which are permitted by the following provisions of this Section 4.12. Mortgagor shall give Mortgagee Notice of, and a copy of any plans prepared for any alteration (aexcluding, however, tenant improvements unless they involve structural work) Upon prior written notice which is reasonably estimated to Landlordcost $1,000,000 (the "Alteration Threshold") (inclusive of architectural and engineering fees) or is structural. So long as no Event of Default shall have occurred and be continuing hereunder, Tenant Mortgagor shall have the right at any time and from time to time to make or cause to be made reasonable alterations of and additions to the Mortgaged Property or any Alteration(s) to part thereof, provided that any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, alteration or addition (i) no Event shall not change the general character of Default has occurred the Mortgaged Property, or reduce the fair market value thereof below its fair market value immediately before such alteration or addition, or otherwise materially and is then continuingadversely alter the overall quality of the Mortgaged Property, (ii) Tenant complies shall be effected with clause (c) due diligence, in a good and workmanlike manner and with first-class materials and in compliance in all material respects with all requirements of this Pxxxxxxxx 00applicable Laws, (xxxiii) prior shall (subject to making any such Alteration(s), Tenant shall provide Landlord Mortgagor's right to contest the same in accordance with the plans provisions of Section 4.6 hereof) be promptly and specificationsfully paid for, estimated budgets and proposed schedule of construction with respect theretoor caused to be paid for, by Mortgagor at no cost or expense to Mortgagee, if failure to make such payment would result in a lien on the Mortgaged Property, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed made, in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance such alteration or addition (excluding, however, tenant improvements unless they involve structural work) exceeds the Threshold Amount for Alteration Threshold, (1) only after Mortgagee shall have consented thereto prior to the affected Leased Property, commencement of such Alterations shall be made under the supervision of an architect or engineer work and in all material respects in accordance with plans and specifications which reasonably satisfactory to Mortgagee, (2) only after Mortgagor shall have furnished to Mortgagee a completion or performance bond, a letter of credit or cash deposit or other security reasonably satisfactory to Mortgagee as security for the completion of such work, and (3) if structural, only after submission of appropriate plans to Mortgagee and approval thereof by Mortgagee (such approval not to be unreasonably withheld or delayed). For purposes of clause (iv) of this subsection, the Alteration Threshold limitation shall apply to any alteration or addition taken separately or, if such alteration or addition is made together with other alterations or additions that constitute a single construction plan or project (whether accomplished in successive stages or procedures), then taken in the aggregate as well. The cost of all such alterations and additions to the Mortgaged Property shall be submitted paid in cash or its equivalent, so that the Mortgaged Property shall at all times be free of liens for labor and materials supplied or claimed to Landlord prior have been supplied to the commencement of the Alterations. Mortgaged Property (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and subject to Mortgagor's rights of others contest provided for in Section 4.6 hereof). All alterations of and additions to the Mortgaged Property shall immediately become and shall become remain a part of the related Leased Property Mortgaged Property, and shall be subject to the lien of this Mortgage; but tenant improvements shall also be subject to the rights therein of the relevant tenants. To the extent that the Tenant Lease requires that all or any of the foregoing obligations be performed by the tenant thereunder, Mortgagor shall be relieved of such obligations hereunder for so long as if originally demised hereinthe Tenant Lease shall be in effect.

Alterations. (a) Upon After construction of the Recycling Facility in accordance with Section 5 of this Lease, the Tenant may, at any time and from time to time during the Lease Term, at its sole expense, make interior, exterior and structural alterations and additions to any portion of said improvements, including, but not limited to, complete demolition of any existing improvements and erecting new improvements on the Premises, provided, however, if such alterations materially alter the exterior of the improvements, the prior written notice to Landlord, Tenant consent of Landlord shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction be required with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which . Such consent shall not be unreasonably withheld. With respect to any alterations or additions to any portion of said improvements, conditioned the Tenant shall not permit or delayed. (c) In connection with suffer to be filed or claimed against the Landlord and the Premises during the Lease Term any Alteration: (i) lien or claim or any kind, and if such lien be claimed or filed, it shall be the fair market value duty of the affected Leased Property shall not be lessened Tenant, within thirty (30) days after the completion Landlord shall have been given written notice of any such Alterationa claim having been filed, or its structural integrity impaired; within thirty (ii30) all days after the Landlord shall have been given written notice of such Alterations claim and shall have transmitted written notice of the receipt of such claim to the Tenant (whichever thirty (30) day period expires earlier) to cause the Premises to be performed released from such claim or lien, either by payment or by the posting of a bond or by the payment to the applicable court of the amount necessary to release the Premises from such claim or lien, or in a good and workmanlike any other manner, which, as a matter of law, will result, within a period of thirty (30) days, in releasing the Landlord and the title of the Landlord from such claim or lien; and the Tenant covenants and agrees, within such period of thirty (30) days, to cause the Premises and the Landlord's interests therein to be released from the legal effect from such claim or lien. All such alterations and additions made in accordance with this paragraph shall become part of the improvements located on the Premises and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become remain the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of Tenant during the related Leased Property as if originally demised hereinLease Term.

Alterations. a. So long as no Event of Default has occurred and is then continuing, upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to the Leased Premises, the cost of which does not exceed [$350,000.00], in any single instance or series of related instances; provided, that, Tenant complies with clause (ac) and (d) of this Paragraph 12. b. Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate[$350,000.00], in any calendar yearsingle instance or series of related instances; provided, that, (i) no Event of Default under this Lease has occurred and is then continuingcontinuing prior to and during the period of making any such Alteration(s), (ii) Tenant complies with clause (c) and (d) of this Pxxxxxxxx 00Paragraph 12, and (xxxiii) prior to making any such Alteration(s), Tenant shall provide Landlord with the final plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayedany material changes thereto once construction commences. (c) c. In the event that Landlord gives its prior written consent to any Alterations, or if such consent is not required, Tenant agrees that in connection with any Alteration: (i) the fair market value of the affected Leased Property Premises (as reasonably determined by Landlord) shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) the Alteration and any Alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Improvements except with Landlord’s prior written consent (not to be unreasonably withheld, conditioned or delayed where the Alteration in question is being undertaken in connection with a modification in the Permitted Use or other bona fide business purpose); (iii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iiiiv) no such Alteration shall change the permitted use Permitted Use of the affected Leased Property Premises; (as described in Paragraph 4), (ivv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (vvi) Tenant shall timely promptly pay all costs and expenses of any such Alteration Alteration, and shall (subject to and in compliance with the provisions of Paragraph 1818 hereof) discharge all liens Liens filed against any of the affected Leased Property Premises arising out of the same; (vivii) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (viiviii) all such Alterations shall be the property of Landlord and shall be subject to this Lease; (ix) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property Premises, and (viiix) all Alterations shall be made in the case of any Alteration the estimated cost of which in any one instance exceeds [$350,000.00] or to the Threshold Amount for extent required by the affected Leased Property, such Alterations shall be made Legal Requirements under the supervision of an architect or engineer and and, in accordance with plans and specifications which shall be submitted to Landlord (for informational purposes only) prior to the commencement of the Alterations. d. Notwithstanding anything to the contrary contained herein, Tenant shall not make any Alterations, at any time, which would (dafter the completion thereof) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become materially impair the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part structural integrity of the related Leased Property as if originally demised hereinPremises, without Landlord’s written consent, which consent may be withheld or denied in Landlord’s sole discretion.

Alterations. Any alterations or improvements desired by Tenant after Landlord's delivery of the Premises shall be subject to the provisions of Paragraph 13 (aentitled "Alterations and Additions") Upon of the Lease. If the foregoing correctly sets forth our understanding, please sign this Agreement where indicated below. LANDLORD: TENANT: XXXXX/ALLEGHENY VENTURE I, LLC, INSWEB CORPORATION, A CALIFORNIA LIMITED LIABILITY COMPANY A DELAWARE CORPORATION BY: /s/ Xxxxxx X. Xxxxx BY: /s/ Xxxx X. Xxxxxxx ------------------------------ -------------------------- XXXXXX X. XXXXX XXXX X. XXXXXXX MANAGER PRESIDENT DATE: SEPTEMBER 19, 2000 DATE: SEPTEMBER 18, 2000 EXHIBIT C RULES AND REGULATIONS 1. No sign, placard, advertisement, name or notice shall be installed or displayed on any part of the outside or inside of the building without the prior written notice to consent of Landlord, Tenant . Landlord shall have the right to make remove, at Tenant's expense and without notice, any Alteration(s) sign installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed, or inscribed at the expense of Tenant by a licensed and insured sign company approved by Landlord. 2. If Landlord objects in writing to any Leased Propertycurtains, that are non-structural and blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to LandlordPremises, Tenant shall have immediately discontinue such use. No awning shall be permitted on any part of the Premises. Tenant shall not place anything against or near glass partitions or doors or windows that may appear unsightly from outside of the Premises. 3. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators or stairways of the Building. The halls, passages, exits, entrances, elevators and stairways are not for the general public, and Landlord shall in all cases retain the right to make control and prevent access thereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants; provided that nothing herein contained shall be construed to prevent such access to persons with whom any Alteration(s) tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no employee or invitee of any tenant shall go upon the roof of the Building. 4. Landlord will provide a central directory for the Building. Each tenant's name and suite number shall be printed on an equally sized strip in the directory. The directory of the Building will be provided exclusively for the display of the name and location of tenants only, and Landlord reserves the right to exclude any other names therefrom. 5. All cleaning and janitorial services for the Building and the Premises shall be provided exclusively through Landlord, except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be employed by Tenant or permitted to enter the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary labor by carelessness or indifference to the good order and cleanliness of the Premises. Landlord shall not in any way be responsible to any Leased PropertyTenant for any loss of property on the Premises, that are structural and/or however occurring or for any damage to any tenant's property by the cost janitor or any other employee or any other person. 6. Landlord will furnish Tenant, free of which exceeds the Threshold Amount for such Leased Propertycharge, with two keys to each door lock in the aggregatePremises. Landlord may make a reasonable charge for any additional keys. Tenant shall not make or have made additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt on any door of its Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys of all doors which have been furnished to Tenant, and in the event of loss of any calendar year; providedkeys so furnished, thatshall pay Landlord therefor. 7. Landlord will furnish Tenant, (i) no Event free of Default has occurred and is then continuingcharge, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), four card reader access cards per thousand usable feet leased. Additional or replacement cards may be purchased from the Landlord for $10.00 per card. Tenant shall provide Landlord with the plans and specificationsname of each employee issued an access card prior to delivery of the card. Tenant shall notify Landlord immediately of any lost or stolen access card so that the access privileges to that card may be deleted from the system. Tenant shall return to Landlord all access cards upon the earlier of the termination of the Lease or vacating the Premises. 8. If Tenant requires telegraphic, estimated budgets and proposed schedule of construction with respect theretotelephonic, burglar alarm, antenna, satellite dish or similar services, it shall first obtain, and (iv) comply with, Landlord's instructions in their installation. Tenant shall supply Landlord with specifications and drawings of the item to be installed and the manner in which it will be installed and any other documentation Landlord may require. Landlord reserves the right to prohibit the installation of any such item at Landlord's sole discretion. 9. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Landlord shall have consented the right to prescribe the weight, size and position of all equipment, materials, furniture and other property brought into the Building. Heavy objects shall, if considered necessary by Landlord, stand on such platforms as determined by Landlord to be necessary to properly distribute the weight. Business machines and mechanical equipment belonging to Tenant, which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such Alterations a degree as to be objectionable to Landlord or to any tenants in writingthe Building, which consent shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant. 10. Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or combustible fluid or materials other than those limited quantities necessary for the operations or maintenance of office equipment. Tenant shall not use or permit to be unreasonably withheldused in the Premises any foul or noxious gas or substance, conditioned or delayedpermit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors, vibrations, nor shall Tenant bring into or keep on or about the Premises any birds or animals. (c) In connection 11. Tenant shall not use any method of heating or air-conditioning other than supplied by Landlord. Heating and air conditioning shall be supplied by Landlord between 7:00 AM and 6:00 PM Monday through Friday and 8:00 AM through 1:00 PM on Saturday, holidays excluded. Tenant may override the HVAC system for additional heating and cooling outside of the established hours. This usage is electronically monitored and will be billed to the tenant at a reasonable cost. 12. Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air-conditioning and to comply with any Alteration: (i) the fair market value governmental energy-saving rules, laws or regulations of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike mannerwhich Tenant has actual notice, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration refrain from attempting to adjust controls other than room thermostats installed for Tenant's use. Tenant shall keep corridor and exterior doors closed and shall close window coverings at the end of each business day. 13. Landlord reserves the right, exercisable without notices and without liability to Tenant, to change the permitted use name and street address of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsBuilding. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. Borrower shall not alter, remove or demolish or permit the alteration, removal or demolition of, any Improvement except as the same may be necessary in connection with (ai) Upon a Restoration in connection with a taking or casualty in accordance with the terms and conditions of the Agreement, and (ii) other Alterations permitted in accordance with the terms and conditions of this Section 7.14. If no Event of Default exists, Borrower may undertake any alteration, improvement, demolition or removal of Improvements or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (1) Borrower provides Lender with at least thirty (30) days’ prior written notice of any such Alteration, (2) such Alteration is undertaken in accordance with the applicable provisions of this Agreement, is not prohibited by, and is in full compliance with, and does not violate, any Material Contracts or Legal Requirements and does not, during Construction and upon completion, have a Material Adverse Effect, (3) such Alteration is (x) in the nature of a Restoration required or permitted under the Agreement or (y) if not in the nature of the Alterations contemplated by (x), if the cost of such Alteration, as estimated by Lender, exceeds $100,000, then such Alteration has been consented to Landlordby Lender, Tenant such consent will not be unreasonably withheld, conditioned or delayed (and in the case of Alterations the cost of which, as estimated by Lender, does not exceed $100,000, no such consent shall be required), (4) Borrower has delivered to Lender copies of all plans and specifications detailing the Alteration and (5) prior to commencement and from time to time upon request from Lender, Borrower delivers an Officer’s Certificate certifying that conditions (1)–(3), inclusive, have been satisfied. Any Alteration shall, unless Lender otherwise approves or the Agreement otherwise provides, be conducted under the supervision of an independent architect approved by Lender (an “Independent Architect”). No Alteration (the cost of which is in excess of $100,000) shall be undertaken until Lender has approved plans and specifications prepared by such Independent Architect or another Person approved by Lender, such approvals not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained in this Section 7.14 to the contrary, Borrower shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and Alterations to the Improvements, the cost of which does not exceed the Threshold Amount $100,000 per Alteration, without Lender’s consent and without complying with respect to such Leased Property, in the aggregate, in any calendar yearclause (3) set forth above; provided, thathowever, Tenant complies that Borrower shall provide Lender with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(sat least ten (10) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) days prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any commencing such Alteration and prior to commencing any permitted Alteration, Borrower shall (subject have delivered to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out Lender a copy of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with proposed plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsfor such Alteration. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to not make any Alteration(s) Alterations which would result, after giving consideration to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Propertycompleted alteration, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, a material diminution in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after Premises or a diminution in the completion cubic content of the building on the Leased Premises (other than to a de minimis extent) without Landlord's written consent. Tenant may make any other Alterations without the prior written consent of the Landlord provided such Alteration, or its structural integrity impaired; (ii) Alterations comply with all such of the provisions of the following sentence. All Alterations shall be performed in a good and workmanlike mannermanner with materials substantially equivalent in quality to the original work, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration Alteration, and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no all such Alteration Alterations shall create any debt or other encumbrance(s) on be the affected Leased Property property of Landlord and (viii) in the case of shall be subject to this Lease; and any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations Fifty Thousand Dollars ($50,000) shall be made under the supervision of an a licensed architect or engineer and in accordance with detailed plans and specifications which shall be submitted to Landlord at least twenty (20) days prior to the commencement of the Alterations. Upon completion of any Alteration involving structural changes or changes to Building Systems, Tenant will provide as-built plans and specifications or record drawings marked to show such changes to Landlord and Lender. (db) All Alterations Promptly upon completion of any Alterations, Tenant shall cause to be delivered to Landlord (excluding Trade Fixtures installed 1) a certification from an inspecting architect, engineer or other consultant reasonably acceptable to Landlord describing the completed work, verifying the completion of the work substantially in connection therewithaccordance with the plans therefor previously delivered to Landlord and, if applicable, certifying that the Leased Premises is, as a result of such work, in compliance with all applicable Legal Requirements relating to the work so performed, and (2) shall become the property of Landlordaffidavits, shall be free lien waivers or other evidence reasonably satisfactory to Landlord showing that all materialmen, laborers, subcontractors and clear of all any other parties who might or could claim statutory or common law liens and rights of others are furnishing or have furnished materials or labor to the Leased Premises have been paid all amounts due for such labor and shall become a part of materials furnished to the related Leased Property as if originally demised hereinPremises.

Alterations. (a) Upon Tenant may, at its expense, make additions to and alterations of the Improvements, and construct additional Improvements (collectively, "Alterations"), provided that (1) the fair market value, utility and useful life of the Premises shall not be reduced or lessened in any material respect thereby, (2) such Alterations shall be expeditiously completed in a good and 19 workmanlike manner, free and clear of liens and encumbrances, and in compliance with all applicable Legal Requirements and the requirements of all insurance policies required to be maintained by Tenant hereunder, (3) Tenant shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other matter affecting title to or use of the Premises and (4) no Material Alterations (as hereinafter defined), shall be made unless Landlord's and Lender's prior written notice to Landlord, Tenant consent shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingbeen obtained, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned, unless an Event of Default shall have occurred and be continuing in which case such consent may be withheld by Landlord or Lender in its sole discretion. "Material Alteration" is defined as Work that reduces the footprint or rentable square footage of the Improvements or the parking area or for which the estimated cost is in excess of $500,000 multiplied by 1.015 raised to the n power where n is the number of whole (12 month) years that have elapsed since the Commencement Date and prior to commencement of Work. In addition to the limitations set forth in (1) through (4) above, Tenant agrees that all Alterations, Material Alterations, restoration, repair and any other work which Tenant shall be required or permitted to do under the provisions of this Lease (hereinafter collectively called the "Work") shall be performed in each case subject to the following: (i) No Material Alterations shall be commenced until detailed plans and specifications (including layout, architectural, mechanical and structural drawings), prepared by an Architect shall have been submitted to and approved by Landlord and, if a Loan is outstanding, Lender, and no such Work shall be undertaken except under the supervision of the Architect. (ii) All Work shall be commenced only after all required municipal and other governmental permits, authorizations and approvals shall have been obtained by Tenant, at its own cost and expense. (iii) If the Work shall constitute a Material Alteration, it shall not be commenced until Tenant shall have obtained and delivered to Landlord, and as required by an Indenture, Lender, either (A) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in the state in which the Premises are located and satisfactory to Landlord and, as required by an Indenture, Lender), each in an amount equal to the estimated cost of such Work and in form otherwise satisfactory to Landlord, and as required by an Indenture, Lender, or (B) such other security as shall be reasonably satisfactory to Landlord, and as required by an Indenture, Lender; provided, however, that if at the time the Work is commenced, either Tenant or a Guarantor then maintains and continues to maintain until such Work is completed an Investment Grade Rating and no Event of Default shall have occurred and be continuing and estimated cost of the Work does not exceed $1 million, Tenant shall not be required to comply with this subsection (iii). (iv) Subject to the terms of Section 2.6 hereof, the cost of all Work shall be paid promptly, in cash, so that the Premises and Tenant's leasehold estate therein shall at all times be free from (A) liens for labor or materials supplied or claimed to have been supplied to the Premises or Tenant, and (B) chattel mortgages, conditional sales contracts, title retention agreements, security interest and agreements, and financing agreements and statements. (v) Upon completion of any Work, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Work required by any governmental authority and shall furnish Landlord with copies thereof, and, if the Work constituted Material Alterations, together with "as-built" plans and specifications for such Work. (vi) Any Work shall be subject to inspection at any time and from time to time by any of Landlord or, as required by an Indenture, Lender, their respective architect(s), or their duly authorized construction representatives, and if any such party upon any such inspection shall be of the opinion that the Work is not being performed in accordance with the provisions of this Section or the plans and specifications, or that any of the materials or workmanship are unsound or improper, Tenant shall correct any such failure and shall replace any unsound or improper materials or workmanship. Anything contained herein to the contrary notwithstanding, any different procedure for the performance of Work which may be required under any Indenture shall take precedence over and be in addition to the procedures provided for in this Lease. (vii) Except as may be expressly provided to the contrary hereunder with respect to Tenant's Personal Property, all Alterations installed in or upon the Premises at any time during the Term shall become the property of Landlord and shall remain upon and be surrendered with the Premises unless Landlord, by notice to Tenant no later than ninety (90) days prior to the scheduled expiration (or within 90 days after any earlier termination) of this Lease, elects to have the same removed or demolished by Tenant, in which event, the same shall be removed from the Premises by Tenant prior to the scheduled expiration (or within 90 days after any earlier termination) of this Lease, at Tenant's expense. Landlord shall not require Tenant to remove or demolish any Alterations unless in Landlord's reasonable judgment, such Alterations (A) materially reduce the fair market value or fair market rent of the Premises (B) are functionally obsolete (C) are special purpose or (D) are in violation of then applicable law. Tenant may expressly request in Tenant's written request for consent that Landlord determine its election prior to installation (which written request shall include the estimated cost of removal and restoration). Tenant shall immediately repair any damage to the Premises caused by its removal of any of Tenant's Personal Property or Alterations that remain the property of Tenant pursuant to the terms of this Section. All property permitted or required to be removed by Tenant at the end of the Term remaining in the Premises after Tenant's removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord's property or may be removed from the Premises by Landlord at Tenant's expense. The provisions of this Section shall survive the expiration or earlier termination of the Term. 21 (b) Tenant may, at its cost and expense, install, or place upon or reinstall, or replace and remove from the Premises any Tenant's Personal Property. (c) In connection Tenant shall complete the following work on the Improvements on or before December 31, 2001: replace the roof cover; replace the shake shingles on the mansard roof with any Alteration: (i) standing seam metal roof material comparable to that at 900 South Rancho Drive, Las Vegas; replace or upgrade the fair market value central HVXX xxxxx, xxxxxxxxx xxxxxxxx xxxxribution and piping as necessary; and complete relocation of the affected Leased Property shall not be lessened after close observation unit to the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations first floor adjacent to the urgent care center and relocate pediatrics to the second floor. Such work shall be performed in a good and workmanlike manner, "Material Alteration" and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsthis section 3.7. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Borrower shall obtain Lender’s prior written notice consent prior to Landlord, Tenant shall have the right permitting Mortgage Borrower and/or Operating Lessee to make any Alteration(s) alterations to any Leased Property, that are non-structural and the cost of Improvements (which does alterations shall not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) include FF&E Expenditures for purposes of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(sSection 5.1.21), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheldwithheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s, conditioned Mortgage Borrower’s, Operating Lessee’s or delayed. (c) In connection with any Alteration: (i) Mezzanine A Borrower’s financial condition or the fair market value of the affected Leased applicable Individual Property upon completion of such alterations. Notwithstanding the foregoing, Lender’s consent shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any alterations (a) for Required Repairs, (b) that will not have a Material Adverse Effect on Borrower’s, Mezzanine A Borrower’s, Mortgage Borrower’s or Operating Lessee’s financial condition or the value of the applicable Individual Property upon completion of such Alteration; alterations, and such alterations shall (viii) with respect to the aggregate for all Individual Properties then subject to any alterations being performed at one time, be subject to contracts, the aggregate remaining cost of which are no more than an amount equal to $30,000,000 and (ii) with respect to any Individual Property subject to any alterations being performed at such Alteration time, be subject to contracts, the aggregate remaining cost of which are no more than five percent (5%) of the Release Amount of such Individual Property (clauses (i) and (ii), the “Threshold Amount”), (c) are specifically provided for in the Approved Annual Budget or otherwise consented to by Lender and shall create be funded from reserves on deposit in the Replacement Reserve Fund in accordance with this Agreement, (d) that are related to a tenant improvement the cost of which is to be paid by the tenant pursuant to a Lease entered into in accordance with the terms of this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement or (e) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement. If the total unpaid amounts due and payable or the estimated cost to complete such alterations to the Improvements (other than the costs incurred in connection with (i) the Restoration of an Individual Property, (ii) Replacement Reserve Funds, and are to be used for such alterations in accordance with this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement, (iii) Required Repairs or (iv) alterations which are required to be paid by any debt tenant at an Individual Property) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s and Operating Lessee’s obligations under the Loan Documents any of the following (the “Alterations Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that the applicable Approved Rating Agencies have provided a Rating Agency Confirmation with respect to such securities, or other encumbrance(s(D) a Letter of Credit. Such security shall be in an amount equal to the (1) Borrower shall submit a request for payment to Lender at least five (5) Business Days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the alterations for which payment is requested, (2) on the affected Leased Property date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, and (viii3) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations request shall be made under accompanied by an Officer’s Certificate (x) stating that the supervision applicable portion of an architect the alterations at the applicable Individual Property funded or engineer to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with plans all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $25,000 and specifications which shall be submitted to Landlord prior to any licenses, permits or other approvals by any Governmental Authority required in connection with the commencement applicable portion of the Alterations. , (dy) All Alterations (excluding Trade Fixtures installed identifying each contractor that supplied materials or labor in connection therewithwith the applicable portion of the alterations funded or to be funded by the requested disbursement and (z) stating that each such contractor has been paid in full or will be paid in full (or will respect to the applicable portion of the work performed) upon such disbursement. Each Alterations Deposit shall become be held by Lender in an interest-bearing account and, until disbursed in accordance with the property provisions of Landlordthis Section 5.1.21, shall be free constitute additional security for the Debt and clear of all liens and rights of others and shall become a part other obligations under the Loan Documents. Upon the completion of the related Leased Property alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as if originally demised hereinapplicable, in each case, with respect to invoices in excess of $25,000, and any licenses, permits or other approvals by any Governmental Authority required in connection with alterations (to the extent not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid or will be paid in full upon such disbursement. Notwithstanding the foregoing to the contrary, Borrower shall be relieved of its obligation to deposit such security provided that (1) (I) Mortgage Borrower and/or Operating Lessee is required to and does deposit such security pursuant to the Mortgage Loan Documents or (II) Mezzanine A Borrower is required to and does deposit such security pursuant to the Mezzanine A Loan Documents and (2) Lender receives evidence reasonably acceptable to Lender of the deposit of such security with Mortgage Lender or Mezzanine A Lender.

Alterations. (a) Upon Unless otherwise specifically set forth herein and except for any Lender approval required in connection with any Property Reserves Escrow Fund, Borrower shall obtain Lender's prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause consent (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. ) to (a) any Alterations to any Improvements on the Premises that could upon completion thereof, reasonably be expected to have a Material Adverse Effect, (b) any demolition, reduction or expansion of the gross leasable area of the Improvements, (c) In connection with any Alteration: Alterations for which the cost will exceed the Threshold Amount, or (id) any other Alterations other than those listed in the fair market value of following sentence. Notwithstanding the affected Leased Property foregoing, Lender's consent shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; Alterations which are (viii) no such Alteration shall create any debt or other encumbrance(s) on tenant improvement work performed pursuant to the affected Leased Property and (viii) in the case terms of any Alteration Lease executed on or before the estimated cost Closing Date, (ii) (a) tenant improvement work performed pursuant to the terms and provisions of a Lease entered into by Borrower in accordance with the terms of this Agreement, or (b) tenant improvement work which is commercially reasonable to facilitate re-letting of any portion of the Premises, either of which does not materially adversely affect (x) any structural component of any Improvements, (y) any mechanical, electrical, utility or heating, cooling or ventilation system contained in any one instance exceeds Improvements, or (z) the exterior (including the roof) of any building constituting a part of any Improvements, (iii) performed in connection with the restoration of the Premises after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (iv) required under Legal Requirements. If the total unpaid amounts due and payable with respect to Alterations to the Improvements at the Premises (other than amounts to be paid or reimbursed by tenants under the Lease(s)) shall at any time exceed the Threshold Amount Amount, Borrower shall promptly notify Lender and upon Lender's reasonable request shall deliver to Lender, as security for the affected Leased Propertypayment of such amounts and as additional security for Borrower's obligations under the Loan Documents, such any of the following: (i) a cash deposit, (ii) a letter of credit acceptable to Lender, (iii) a completion bond from a bonding company reasonably acceptable to Lender, or (iv) a completion and/or payment guaranty from Guarantor, in form and substance reasonably acceptable to Lender; provided no additional security shall be required to the extent of escrows already deposited with Lender for tenant improvements or related deposits. All Alterations shall be made under the supervision of an architect or engineer completed on a timely basis subject to Force Majeure, in a good workmanlike manner and in accordance with plans and specifications which all Legal Requirements. So long as no Event of Default then exists under the Loan Documents, Lender shall release said additional security from time to time upon receipt of acceptable written evidence of payment of actual costs for the Alterations together with those items as Lender reasonably deems necessary in its discretion. Funds held as additional security for Alterations that exceed the Threshold Amount shall be submitted to Landlord prior subject to the commencement applicable terms of the AlterationsArticle VI of this Agreement. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice The Lessee may, without the consent of the Lessor, at the Lessee’s sole cost and expense, make Alterations to Landlordthe Facility, Tenant so long as such Alterations do not adversely effect the as-built value, utility, residual value at the end of the Lease Term or the useful life of the Facility. Subject to the terms of the foregoing proviso, the Lessee shall have the right to make change and/or seek variances, exceptions and other exemptions in respect of the Applicable Laws (including building and/or zoning laws, regulations and agreements) relating to the Facility or any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12portion thereof. (b) Upon at least 30 days’ prior written notice The Lessee shall make all Alterations to Landlordthe Facility required so as to cause the same to comply with Applicable Laws, Tenant shall have and the limitations on the Lessee’s right to make any Alteration(sAlterations contained in Section 9.2(a) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (iand Section 9.2(d) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheldapplicable to such Alterations, conditioned regardless of their effect on the as-built value, utility, residual value at the end of the Lease Term or delayedthe useful life of the Facility. (c) In connection with The Lessee shall cause any Alteration: (i) the fair market value of the affected Leased Property shall not Alterations to be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed done and completed in a good and workmanlike manner, free from faults and shall be expeditiously completed defects, and in compliance with all Legal Requirements; (iii) no such Alteration Applicable Laws. The Lessee shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount be responsible for the affected Leased Property, such Alterations shall be made under the supervision acts and omissions of an architect or engineer all of its employees and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement all other Persons performing any of the Alterations. (d) All No Alterations with costs exceeding $2,500,000 (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlordhereunder a “Material Alteration”), shall be free made or undertaken except upon not less than thirty (30)(1) days prior written notice by Lessee to Lessor (a “Notice of Alteration”). Each Notice of Alteration shall be accompanied with reasonably detailed plans and clear of all liens and rights of others and shall become a part specifications. If the Lessor in good faith determines that such Alterations would adversely affect the as-built value, utility, residual value at the end of the related Leased Property as if originally demised hereinLease Term or the useful life of the Facility, the Lessor shall give notice of its objection (a “Notice of Objection”) within 15 Business Days after the Lessor’s receipt of a Notice of Alterations. If the Lessor and the Lessee cannot agree whether or not such Alterations would adversely affect the as-built value, utility, residual value at the end of the Lease Term or the useful life of the Facility within 15 Business Days after the Lessee’s receipt of a Notice of Objection, an Appraiser reasonably acceptable to the Lessor and the Lessee shall resolve the dispute by appraising the property both with and without such Alterations. Lessee shall pay for the cost of such appraisal together with all reasonable out-of-pocket costs, including reasonable attorneys’ fees incurred by the parties in connection with any such dispute between the parties. If such appraisal indicates that such Alterations would adversely affect the as-built value, utility, residual value or useful life of the Facility, the Lessee shall not proceed to make such Alterations, without the prior written consent of the Lessor. If such appraisal does not indicate that such Alterations would have any such adverse effect on the Facility, no such written consent of the Lessor will be required for Lessee to make such Alterations.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, Provided that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Lease Event of Default has occurred and is then continuing, at any time and from time to time, Lessee, at its sole cost and expense (ii1) Tenant complies with clause (c) of this Pxxxxxxxx 00may make non-structural and structural Alterations to the Property, (xxx) prior to making without any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, notice or consent; and (iv2) Landlord shall have consented make structural or non-structural Alterations required by Applicable Law; provided that notice thereof shall be provided to such Alterations in writing, which consent the Lessor if the estimated cost of any Alteration exceeds $500,000.00; provided further that no elective Alteration shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) impair the utility, remaining useful life or current or residual fair market value of the affected Leased Property shall not be lessened after or any portion thereof, in each case assuming that the completion of any such AlterationImprovements are then being operated and maintained in accordance with this Article VIII, or its structural integrity impaired; (ii) all such Alterations shall cause the Property or any portion thereof to be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted characterized as "limited use of the affected Leased Property property" (as described in Paragraph 4Section 4.09 of Revenue Procedure 75-28 or Revenue Procedure 76-30), (iii) result in the removal of any built-in equipment or fixtures currently on the Property (unless such equipment or fixtures are replaced with similar equipment and fixtures) or any parts on or attached to the Equipment (unless such parts are replaced with similar or improved parts), (iv) all work done reduce the square feet of the Improvements on the Property, or (v) increase in connection with any such material respect the risk of liability to the Lessor or any Indemnity under any Environmental Laws, other Applicable Laws or otherwise. (b) Every Alteration shall comply with all Insurance Requirements; the following terms (vwhich compliance shall be at Lessee's sole cost and expense): (i) Tenant shall timely pay all costs and expenses of any such to the extent costing more than $500,000.00 the Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an a certified architect or civil engineer who shall be licensed in the appropriate jurisdiction, (ii) the structural integrity of the existing Improvements will not be impaired and in accordance with plans the value, utility and specifications remaining useful life of the Equipment will not be adversely affected, (iii) Lessee shall obtain any licenses or permits required, copies of which shall be submitted delivered to Landlord prior Lessor upon written request, (iv) such Alterations will not encroach upon any adjacent premises unless appropriate easements and consents shall have been obtained and, to the commencement extent necessary or prudent filed in all appropriate land records or other recording offices. In connection with any Alteration, Lessee shall perform and complete all work in a good and workmanlike manner in compliance with Applicable Laws without the imposition of any Liens, assessments or encumbrances other than Permitted Liens or Permitted Encumbrances. Lessee shall either (i) maintain or cause to be maintained at all times during construction (x) builder's risk insurance naming Agent as the Alterations. named insured and (dy) All Alterations commercial general liability insurance required under this Lease naming each Indemnity as additional insureds or (excluding Trade Fixtures installed in connection therewithii) shall become self insure the property of Landlordrisks otherwise insured by the policies required hereunder, which self insurance shall be free subject to, and clear available only upon satisfaction of, the provisions of all liens and rights of others and shall become a part of the related Leased Property as if originally demised hereinSection 9.01(b).

Alterations. The Lessee shall have the right, at any time and from time to time, to make such Alterations, structural or otherwise, to the Leased Property as the Lessee shall deem necessary or desirable, subject to the following conditions: (a) Upon prior written notice to Landlord, Tenant No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the right same may be required from time to make any Alteration(s) to any Leased Propertytime, that are non-structural all required municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction, and the cost of which does not exceed Lessor, at the Threshold Amount with respect to such Leased PropertyLessee's expense, shall join in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.application for such permits or authorizations whenever such action is necessary; (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are Any structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such AlterationAlterations, or its structural integrity impaired; (ii) all such any Alterations shall be performed in undertaken as a good single project and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the involving an estimated cost of which in any one instance exceeds aggregating more than $200,000, shall, if requested by the Threshold Amount for the affected Leased PropertyLender, such Alterations shall be made conducted under the supervision of an architect or engineer licensed as such in the State; selected by the Lessee and in accordance with reasonably acceptable to the Lender, and no such work shall be undertaken until preliminary plans and outline specifications which and budget estimates therefor, prepared and approved in writing by such architect or engineer, stating that the same comply with the provisions of this Article, shall have been submitted to and approved by the Lessor and the Lender; (c) All Alterations will comply in all respects with the provisions of the Operative Documents and shall be submitted to Landlord prior to of such a character that, when completed, the commencement Fair Market Sales Value of the Improvements shall be not less than the Fair Market Sales Value of the Improvements immediately before any such Alterations. (d) All Alterations (excluding Trade Fixtures installed work done in connection therewith) shall become the property of Landlord, with any Alterations shall be done in a good and workmanlike manner and in compliance with applicable building and zoning laws and with all other Applicable Laws; the cost of any such Alterations shall be paid in cash or its equivalent, so that the Leased Property shall at all times be free of Liens for labor and clear materials supplied or claimed to have been supplied (other than inchoate liens or liens bonded off in accordance with Applicable Law and with Lender's consent); and the work of any Alterations shall be prosecuted with reasonable dispatch, unavoidable delays excepted; (e) Worker's compensation insurance covering all liens persons employed in connection therewith and rights of others with respect to whom death or bodily injury claims could be asserted against the Lessor, the Lender or the Lessee or the Leased Property and shall become a part general liability and property damage insurance (which may be effected by indorsement, if obtainable, on the insurance required to be carried pursuant to Section 9.2) for the mutual benefit of the related Leased Property as if originally demised hereinLessor, the Lender or the Lessee with limits of not less than those required to be carried pursuant to said Section 9.2 shall be maintained by the Lessee at all times when any work is in process in connection with any Alterations.

Alterations. Borrower shall not (a) Upon prior written notice to Landlordcommit or suffer any material waste of the Property, Tenant shall have the right to (b) make any Alteration(schange in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or intentionally take any action that might invalidate or allow the cancellation of any Required Policy, or do or permit to be done thereon anything that may in any way materially impair the value of the Property or the security of the Security Instrument or otherwise cause a Material Adverse Effect, (c) permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof, or (d) permit or cause any alterations to any Leased PropertyImprovements that (i) would reasonably be likely to have a Material Adverse Effect, (ii) result in a decrease of annualized net operating income for the Property by two percent (2%) or more for a period of thirty (30) days or longer, (iii) violate the terms of any Lease, (iv) concern any structural component of any Improvements, any utility or HVAC system contained in the Improvements, or the exterior of any building constituting a part of any Improvements, or (v) cost, in the aggregate of all related alterations, Two Hundred Thousand and No/100ths Dollars ($200,000) or more; provided however that are non-structural the foregoing limitations shall not apply to alterations consisting of (A) tenant improvement work performed pursuant to any Lease existing on the date hereof or entered into hereafter in accordance with the provisions of this Agreement, (B) any Immediate Repairs, (C) any Project Expenditures, or (D) alterations performed as part of a Restoration required hereunder. Without limiting the foregoing, if the total unpaid amounts due and payable with respect to alterations to the cost Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases, and other than with respect to the alterations described in the foregoing clauses (A) though ID)) shall at any time exceed Four Hundred Thousand and No/100ths Dollars ($400,000), Borrower shall promptly deliver to Administrative Agent as security for the payment of which does not exceed such amounts (and as additional security for the Threshold Amount Debt) cash, a Letter of Credit, or a completion and performance bond (issued by a surety acceptable to Administrative Agent) (or a combination thereof), in an amount equal to the excess of the total unpaid amounts with respect to such Leased Propertyalterations (other than such amounts to be paid or reimbursed by tenants under the Leases), in and Administrative Agent may apply such security from time to time at the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) option of this Paragraph 12. (b) Upon at least 30 days’ prior written notice Administrative Agent to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount pay for such Leased Propertyalterations (or, in the aggregate, in any calendar year; provided, that, (i) no upon an Event of Default has occurred and is then continuingDefault, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value payment of the affected Leased Property shall not be lessened after Debt). If the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done Deemed Approval Requirements set forth herein are fully satisfied in connection with any such Alteration shall comply Borrower’s request for Administrative Agent’s approval with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject respect to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Propertya matter pursuant to this Section 5.2.4, such Alterations Administrative Agent’s approval shall be made under the supervision of an architect or engineer and in accordance deemed given with plans and specifications which shall be submitted respect to Landlord prior to the commencement of the Alterationssuch matter. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Borrower shall obtain Lender’s prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) consent to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) alterations to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingImprovements, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) . Notwithstanding the fair market value of the affected Leased Property foregoing, Lender’s consent shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any alterations (i) that are permitted to be made by Operator under the Operating Lease without Borrower’s consent (or if Borrower does not have any discretion to withhold such Alterationconsent under the terms of the Operating Lease) and (ii) that could not reasonably be expected to have a Material Adverse Effect; provided that, in all cases, such alterations (viiA) no such Alteration shall create do not adversely affect any debt structural component of any Improvements or any HVAC system or other encumbrance(sbuilding system such as electrical, plumbing and vertical transport contained in any Improvements and the aggregate cost thereof does not exceed, with respect to any Individual Property, the greater of (i) on the affected Leased Property Five Million Dollars ($5,000,000.00) and (viiiii) five percent (5%) of the Allocated Loan Amount (as defined in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount Mortgage Loan Agreement) for the affected Leased such Individual Property, such Alterations shall be made under or (B) are performed in connection with the supervision Restoration of an architect or engineer and Individual Property after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement, the Senior Mezzanine Loan Agreement and the Mortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at any Individual Property (other than such amounts already reserved pursuant to Article VI, and amounts to be paid or reimbursed by tenants under the Leases (other than the Master Lease or any Operating Lease) (the “Remaining Costs”)) shall at any time exceed the Individual Property Threshold Amount, or in the event that the Remaining Costs do not exceed the Individual Property Threshold Amount but the Remaining Costs in respect of all alterations to the Improvements at the Property (in the aggregate and calculated including the Remaining Costs under such Individual Property (such amount, the “Aggregate Remaining Costs”)) shall at any time exceed the Aggregate Property Threshold Amount (the Individual Property Threshold Amount or the Aggregate Property Threshold Amount, as applicable, the “Threshold Amount”), Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (the “Alteration Security”): (A) cash, (B) U.S. Obligations, or (C) other securities having a rating acceptable to Lender. Such security shall be in an amount equal to the excess of the Remaining Costs or the Aggregate Remaining Costs, as applicable, over the applicable Threshold Amount and, provided no Event of Default shall occurred and be continuing, Lender shall disburse, from time to time (but not more than once in any calendar month, a portion of such security consisting of cash to pay or reimburse Borrower, at Borrower’s request, for the payment of costs and expenses incurred in respect of such alterations, as evidenced by an Officer’s Certificate of Borrower. Provided no Event of Default shall be continuing, at such time as Lender shall have determined in its reasonable discretion that the remaining total unpaid amounts due and payable with respect to an alteration is less than the applicable Threshold Amount, Lender shall promptly return to Borrower any portion of the Alteration Security with respect to such alteration (if any) then remaining on deposit with Lender. Borrower shall be relieved of any obligation to deliver an Alteration Security in accordance with this Section 5.1.23(a) so long as Mortgage Borrower has complied with its identical obligations set forth in Section 5.1.23(a) of the Mortgage Loan Agreement, or alternatively, any Senior Mezzanine Borrower has complied with its identical obligations set forth in Section 5.1.23(a) of the applicable Senior Mezzanine Loan Agreement. (b) With respect to any alteration proposed by Borrower which requires Lender’s prior approval pursuant to Section 5.1.23(a), Borrower shall deliver to Lender detailed plans, specifications and a budget for the proposed alteration, together with all materials, financial statements and any other information (and in such detail) as reasonably requested by Lender in order to evaluate such proposed alteration. Any proposed alteration which is approved by Lender hereunder shall only extend to the proposed alteration as detailed in the plans and specifications which and in the financial and other information with respect thereto delivered to Lender in accordance with this Section 5.1.23(b), subject to immaterial modifications, and Borrower shall be submitted required to Landlord prior resubmit to Lender for its approval in accordance with this Section 5.1.23 any proposed alteration which does not satisfy the foregoing condition, which re-submittal shall indicate the changes from the plans and specifications and/or the financial or other information with respect to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed proposed alteration delivered to Lender in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised hereinwith this Section 5.1.23.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right right, without having obtained the prior written consent of Landlord, to make any Alteration(s) to any Leased PropertyAlterations; provided, that (x) if any Alterations at any single Demised Property are structural in nature, (y) if a single, non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Alteration, at any Demised Property, which Alteration involves the installation, removal, repair or replacement of any Building Equipment (each such Alteration, a “Building Equipment Alteration”), costs in the aggregateexcess of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) or (z) if a single, non-structural Alteration, at any Demised Property, which Alteration is not a Building Equipment Alteration, costs in any calendar year; provided, that, Tenant complies with excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) (clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, thatx), (iy) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(sz), Tenant each, a “Major Alteration”), then such Major Alteration shall provide Landlord with require the plans and specifications, estimated budgets and proposed schedule prior consent of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingLandlord, which consent shall not be unreasonably withheld, conditioned or delayed. (cb) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) Any and all such Alterations shall be performed conducted and completed in a commercially reasonable time period, in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change applicable Law, permits, and requirements of all Governmental Authorities having jurisdiction over the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to relevant Demised Properties and in compliance with the requirements of all insurance policies required to be maintained by Tenant hereunder. No Alteration shall be permitted if such Alteration lessens the market value or usefulness of the Demised Properties. Landlord shall have the right to require Tenant to remove, no later than the expiration date of this Lease (or any early termination thereof) any Alterations (subject to Tenant’s right to give a Post-Occupancy Removal Notice to Landlord in accordance with the provisions of Paragraph 18Section 21.03) except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required; provided, Landlord notifies Tenant, at least six (6) months prior to the expiration of this Lease or thirty (30) days prior to the early termination thereof, as applicable, of such removal requirement. Upon completion of any Major Alteration, Tenant shall furnish to Landlord, for informational purposes only, (i) a complete set (in electronic form, with the right of Landlord to request up to three sets of the plans in “hard copy”) of any “as-built” plans for such Major Alteration and (ii) certificates of final approval (or as applicable, evidence of permit closures or inspection reports) of such Major Alteration required by any Governmental Authority. (c) The interest of Landlord in the Demised Properties shall not be subject in any way to any Liens for improvements to or other work performed to the Demised Properties by or on behalf of Tenant. Tenant shall have no power or authority to create any Lien or permit any Lien to attach to the present estate, reversion, or other interest of Landlord in the Demised Properties. All mechanics, materialmen, contractors, laborers, artisans, suppliers, and other parties contracting with Tenant, its representatives or contractors with respect to the Demised Properties are hereby given notice that they must look solely to Tenant to secure payment for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding any of the Demised Properties through or under Tenant during the Lease Term. Such parties, and Landlord and Tenant agree that any work carried on at the Demised Properties shall not be done and shall not be deemed to have been done at the request of Landlord. If any contractor or party entitled to lien rights gives notice to Landlord pursuant to Section 19 of the Construction Lien Act (Ontario) or Section 2728 of the Civil Code of Quebec, Landlord shall have the right to refuse to assume responsibility. Tenant, at its expense, shall discharge all liens any lien or charge filed against the affected Leased Property arising out of Demised Properties or the same; (vi) Tenant shall procure and pay for all permits and licenses required Land in connection with any such Alteration; Alterations within twenty (vii20) no such Alteration shall create any debt days after Tenant’s receipt of notice thereof by (i) payment, (ii) filing the bond required by law or other encumbrance(s(iii) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and otherwise in accordance with plans all applicable Laws (and specifications which Landlord may perform same at Tenant’s sole cost and expense if Tenant fails to do so within such twenty (20) day period). Tenant shall be submitted provide evidence reasonably satisfactory to Landlord prior to the commencement of the Alterationsthat such lien has been removed or bonded within such twenty (20) day period. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, a. Tenant shall have not make Alterations which would (after the right to make any Alteration(scompletion thereof) to any impair the structural integrity of the Leased PropertyPremises, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior without Landlord's written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writingconsent, which consent shall Landlord agrees not be unreasonably withheld, conditioned to withhold or delayeddelay. Tenant may make any other Alterations without the prior written consent of the Landlord provided such Alterations comply with all of the provisions of the following sentence. (c) b. In the event that Landlord gives its prior written consent to any Alterations, Tenant agrees that in connection with any Alteration: (i) the fair market value of the affected Leased Property Premises shall not be lessened in any material respect after the completion of any such Alteration, or its structural integrity impaired; (ii) the Alteration and any Alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Improvements by more than ten percent (10%); (iii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration Alteration, and shall (subject to and in compliance with the provisions of Paragraph 1818 hereof) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no all such Alteration Alterations shall create any debt or other encumbrance(s) on be the affected Leased Property property of Landlord and shall be subject to this Lease; and (viii) all Alterations shall be made (in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made Two Hundred Fifty Thousand Dollars ($250,000.00)) under the supervision of an architect or engineer and and, in accordance with plans and specifications which shall be submitted to Landlord (for informational purposes only) prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have not make or suffer to be made any alterations, additions or improvements in, on or to the right to make Premises or any Alteration(s) to any Leased Property, that are non-structural and the cost of part thereof which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, would (i) no Event materially reduce the value of Default has occurred and is then continuingthe Premises to a third party user for any legally permitted use, (ii) Tenant complies with clause (c) create or increase the likelihood of this Pxxxxxxxx 00a hazardous or illegal condition, (xxxiii) together with any other related Alterations or series of related Alterations, cost in excess of Two Hundred Fifty Thousand Dollars ($250,000) in any twelve (12) month period, (iv) alter the footprint of the Improvements or the structural components of the Improvements, (v) increase the risk of any Hazardous Material being released or discharged at or from the Premises or otherwise increase any environmental risk to the Premises, (vi) result in Tenant or Landlord being obligated to perform any remediation of any Hazardous Material, or (vii) result in the rescinding or modification of any waiver or stand-still agreement as to environmental compliance matters, zoning or any other Legal Requirements granted by any governmental agency without, in each case, the prior to making written consent of Landlord and any Mortgagee (any such Alteration(salterations, additions or improvements described in any of clauses (i) through (vii) being referred to as "Alterations"). Without limitation of Landlord's right to withhold its consent to such Alterations (A) Landlord may withhold its consent if an Event of Default then exists and (B) any consent to the making of Alterations may be conditioned on the requirement that Tenant remove any such Alterations at the end of the Term (as it may be extended) and put the Premises back into its former condition, and repair any damage to the Premises caused thereby. If Landlord's consent to Alterations is required under this Paragraph 11, Tenant shall not commence the work until and unless Landlord and any Mortgagee shall have approved plans and specifications for such Alterations, which approval shall not be unreasonably withheld or delayed. In the event Tenant makes any changes in or to any mechanical component of the Premises (for example, a portion of the HVAC system), Tenant shall provide replace the same with new mechanicals of equal or greater value and utility. In the event Tenant makes any Alterations of the Premises in connection with the use of the Premises (or a portion thereof) for any permitted purpose which is materially different from Tenant's use upon the commencement of this Lease, then upon Landlord's request at the end of the Term (as it may be extended), Tenant shall remove any such Alterations and put the Premises back into its former condition suitable for the use permitted on the date hereof under Paragraph 3, and repair any damage to the Premises caused thereby; provided, however, if Tenant provides Landlord with the plans reasonable prior notice of such Alterations (including all information and specifications, estimated budgets and proposed schedule of construction with respect theretodrawings pertaining thereto as Landlord may reasonably request), and Tenant expressly requests in such notice that Landlord do so, then Landlord shall, within ten (iv10) business days after receipt of such notice (and related information and drawings), give Tenant notice as to whether or not Landlord shall have consented will require Tenant to remove any such Alterations in writingat the end of the Term and repair any damage caused thereby. Minor decorations to the Premises, which consent such as painting and wallpapering, shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value constitute Alterations for purposes of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such this Lease. All Alterations shall be performed constructed in a good and workmanlike manner, and shall be expeditiously completed manner in compliance with all Legal Requirements; (iii) no such Alteration . Tenant shall change satisfy the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done following conditions in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.:

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) So long as no Event of Default has or event which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default shall have occurred and is then be continuing, (ii) Tenant complies with clause (c) may, at its expense, make Alterations, subject to the advance written consent of this Pxxxxxxxx 00, (xxx) prior Landlord and subject to making any such Alteration(s), Tenant shall provide the Deeds of Trust provided that the consent of Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheldrequired for non-structural Alterations which do not involve the exterior of the building or changes in utilities, conditioned electrical, mechanical or delayed. (c) In connection with any Alteration: other existing systems and which as in each separate Alteration do not exceed $500,000 in cost. Landlord agrees not to withhold, delay or condition its consent provided that (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations Alterations, construction and installations shall be performed in a good and workmanlike manner; (ii) all such Alterations, construction and installations shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration Alterations, construction or installation shall comply with all Insurance Requirementsthe requirements of any insurance policy required to be maintained by Tenant hereunder; (viv) Tenant shall timely promptly pay all costs and expenses of any such Alteration Alteration, construction or installation and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against any of the affected Leased Property arising Premises arising, out of the same; (viv) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration, construction or installation; (vi) all such Alterations, construction and installations (except as provided in subparagraph 13(c) below) shall be the property of Landlord and shall be subject to this Lease; (vii) no such Alteration the design of any Alterations visible from the exterior of the Leased Premises shall create comply with the terms of the Restrictive Covenants (including obtaining any debt or other encumbrance(s) on the affected Leased Property and consents required thereunder); (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, contractor performing such Alterations alterations shall be made under reputable, licensed and insured and shall, if required by Landlord, be required to obtain performance and payment bonds; and (ix) Landlord shall incur no expense or cost whatsoever in connection with such Alterations, including without limitation, costs for reviewing and approving plans, additional common area maintenance fees, tap fees or other utility fees, and costs incurred by Landlord in obtaining the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement approval of the Credit Facility Provider and the State. Landlord may require, as a condition to its consent to any Alterations, reasonable appropriate payments, assurances and undertakings from Tenant to ensure that all such conditions are satisfied. Notwithstanding the foregoing, it shall not be unreasonable for Landlord to withhold its consent, or to condition its consent, if either of the Beneficiaries withholds its consent to any of the foregoing, or requires that certain conditions or requirements be satisfied or observed. (db) In the event that any Alterations shall encroach upon any property, street or right-of-way adjoining or adjacent to the Leased Premises, or shall violate the agreements or conditions contained in any restrictive covenant affecting the Leased Premises or any part thereof, or shall hinder or obstruct any easement or right-of-way to which the Leased Premises are subject or shall impair the rights of others under any such easement or right-of-way, then promptly after written request of Landlord or of any Person affected by any such encroachment, violation, hindrance, obstruction or impairment, Tenant shall, at its expense, either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation, hindrance, obstruction or impairment, whether the same shall affect Landlord, Tenant or both, or (ii) take such other action as shall be necessary to remove such encroachments, hindrances or obstructions and to end such violations or impairments. (c) All Alterations (excluding Trade Fixtures installed in connection therewith) shall Tenant improvements that can be removed without damage to the structural integrity of the Leased Premises or the normal functions of the Leased Premises or that are not necessary for the normal use of a building as a tenantable shell building, and which were not financed with the proceeds of the Bonds or the State Loans, shall, on termination of this Lease, become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised hereinTenant.

Alterations. (a) Upon Borrower shall obtain Lender’s prior written notice consent prior to Landlord, Tenant shall have the right permitting Mortgage Borrower and/or Operating Lessee to make any Alteration(s) alterations to any Leased Property, that are non-structural and the cost of Improvements (which does alterations shall not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) include FF&E Expenditures for purposes of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(sSection 5.1.21), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheldwithheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s, conditioned Mortgage Borrower’s or delayed. (c) In connection with any Alteration: (i) Operating Lessee’s financial condition or the fair market value of the affected Leased applicable Individual Property upon completion of such alterations. Notwithstanding the foregoing, Lender’s consent shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any alterations (a) for Required Repairs, (b) that will not have a Material Adverse Effect on Borrower’s, Mortgage Borrower’s or Operating Lessee’s financial condition or the value of the applicable Individual Property upon completion of such Alteration; alterations, and such alterations shall (viii) with respect to the aggregate for all Individual Properties then subject to any alterations being performed at one time, be subject to contracts, the aggregate remaining cost of which are no more than an amount equal to $30,000,000 and (ii) with respect (1) Borrower shall submit a request for payment to Lender at least five (5) Business Days prior to the date on which Borrower requests that such Alteration payment be made, which request for payment shall create any debt or other encumbrance(sspecify the alterations for which payment is requested, (2) on the affected Leased Property date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, and (viii3) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations request shall be made under accompanied by an Officer’s Certificate (x) stating that the supervision applicable portion of an architect the alterations at the applicable Individual Property funded or engineer to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with plans all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $25,000 and specifications which shall be submitted to Landlord prior to any licenses, permits or other approvals by any Governmental Authority required in connection with the commencement applicable portion of the Alterations. , (dy) All Alterations (excluding Trade Fixtures installed identifying each contractor that supplied materials or labor in connection therewithwith the applicable portion of the alterations funded or to be funded by the requested disbursement and (z) stating that each such contractor has been paid in full or will be paid in full (or will respect to the applicable portion of the work performed) upon such disbursement. Each Alterations Deposit shall become be held by Lender in an interest-bearing account and, until disbursed in accordance with the property provisions of Landlordthis Section 5.1.21, shall be free constitute additional security for the Debt and clear of all liens and rights of others and shall become a part other obligations under the Loan Documents. Upon the completion of the related Leased Property alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as if originally demised hereinapplicable, in each case, with respect to invoices in excess of $25,000, and any licenses, permits or other approvals by any Governmental Authority required in connection with alterations (to the extent not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid or will be paid in full upon such disbursement. Notwithstanding the foregoing to the contrary, Borrower shall be relieved of its obligation to deposit such security provided that (1) Mortgage Borrower and/or Operating Lessee is required to and does deposit such security pursuant to the Mortgage Loan Documents and (2) Lender receives evidence reasonably acceptable to Lender of the deposit of such security with Mortgage Lender.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) . Upon at least 30 days’ ' prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any the Leased PropertyPremises, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased PropertyAmount, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx Xxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) . In connection with any Alteration: (i) the fair market value of the affected Leased Property Premises shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in material compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property Premises (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property Premises and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyAmount, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) . All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property Premises as if originally demised herein.

Alterations. Borrower shall not alter, remove or demolish or permit the alteration, removal or demolition of, any Improvement except as the same may be necessary in connection with (aA) Upon prior written notice to Landlorda Restoration in connection with a taking or casualty in accordance with the terms and conditions of the Agreement, Tenant shall have (B) the right to make any Alteration(sBase Building Improvements, or (C) to any Leased Property, that are non-structural other Alterations permitted in accordance with the terms and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) conditions of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) Section 7.14. If no Event of Default has occurred and is then continuingexists, Borrower may undertake any alteration, improvement, demolition or removal of Improvements or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (i) Borrower provides Lender with at least thirty (30) days’ prior notice of any such Alteration, (ii) Tenant complies such Alteration is undertaken in accordance with clause (c) the applicable provisions of this Pxxxxxxxx 00Agreement, is not prohibited by, and is in full compliance with, and does not violate, any Material Contracts, Leases or Legal Requirements and does not, during Construction and upon completion, have a Material Adverse Effect, (xxxiii) Borrower provides Lender with evidence, satisfactory to Lender, that Borrower has sufficient funds, through a combination of Reserves, Loan proceeds, Proceeds, funds deposited with Lender or otherwise to complete and pay all of the costs of the Alterations, (iv) (a) such Alteration is in the nature of a Base Building Improvements permitted under this Agreement or a Restoration required or permitted under the Agreement or (b) has been consented to by Lender (such consent will not be unreasonably withheld, conditioned or delayed) and (v) prior to making any such Alteration(scommencement and from time to time upon request from Lender, Borrower delivers an Officer’s Certificate certifying that conditions (i)–(iv), Tenant inclusive, have been satisfied. No Alteration shall provide Landlord with the plans be undertaken until Lender has reasonably approved Plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and Specifications (iv) Landlord shall have consented to such Alterations in writing, which consent approval shall not be unreasonably withheld, conditioned or delayed. ) and cost estimates for the Alterations, prepared by an independent architect or another Person approved by Lender (c) In connection an “Independent Architect”). Notwithstanding anything to the contrary in this Section 7.14, without the necessity of complying with any Alteration: conditions (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration), or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) and (v) above, Borrower shall have the right, without having obtained the prior written consent of Lender and provided no Event of Default exists, (x) to make any improvements, alterations or modifications to the Mortgaged Property the cost of which is less than Two Hundred and Fifty Thousand Dollars ($250,000) (so long as such Alteration shall change improvements do not devalue the permitted use of the affected Leased Mortgaged Property (as described in Paragraph 4or increase Lender’s obligations or liability, if any), (ivy) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with make non-structural Alterations which are reasonably required or desirable for the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out operation of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Mortgaged Property and which are not visible from the exterior of the Improvements, or (viiiz) to install or replace any Fixtures and Personalty in the case of Improvements or accessions to any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer Fixtures and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the AlterationsPersonalty. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have the right to not make any Alteration(s) Alterations which would result, after giving consideration to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Propertycompleted alteration, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, a material diminution in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after Premises without Landlord's written consent. So long as there are no Events of Default under this Lease, Tenant may make any other Alterations without the completion prior written consent of any such Alteration, or its structural integrity impaired; (ii) all the Landlord provided such Alterations comply with all of the provisions of the following sentence. All Alterations to Improvements shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (ivi) all work done in connection with any such Alteration shall comply with all Insurance Requirements; , (vii) Tenant shall timely promptly pay all costs and expenses of any such Alteration Alteration, and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; , (viiii) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; , (viiiv) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations One Million ($1,000,000) Dollars shall be made under the supervision of an a licensed architect or engineer and in accordance with detailed plans and specifications which shall be submitted to Landlord and Lender at least twenty (20) days prior to the commencement of the Alterations, and (v) any Alteration the estimated cost of which exceed Five Hundred Fifty Thousand ($550,000.00) Dollars shall be secured by a payment and performance bond issued by a company having a rating of BBB or higher from Standard & Poor's. Upon completion of any Alteration costing in excess of ($1,000,000), Tenant will provide as-built plans and specifications or record drawings to Landlord and Lender. (db) All Title to all Alterations that (excluding a) are readily removable without causing damage by more than a de minimis extent to the Leased Premises, (b) will not reduce the value, useful life or utility of the Leased Premises if removed, and (c) are not required for the lawful use or occupancy of the Leased Premises ("Severable Alterations") will vest in the Tenant. The Landlord shall have the right, but not the obligation, to purchase from the Tenant any or all such Severable Alterations for their fair market value at the end of the Term. (c) Title to all Alterations that are not Severable Alterations, exclusive of Trade Fixtures installed ("Non-Severable Alterations"), will immediately vest in connection therewith) the Landlord and become subject to the Lease whether or not the cost thereof shall become have been paid or financed by or through the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. (a) Upon Tenant shall not make any Alterations which would (after the completion thereof) impair the structural integrity of the Leased Premises or include the expansion or addition of any above-ground storage tanks in addition to those which presently exist on the Leased Premises, without Landlord’s prior written notice consent, which consent Landlord agrees not to Landlordunreasonably withhold, condition or delay. Tenant shall have the right to may make any Alteration(s) to any Leased Property, that are non-structural and other Alterations without the cost prior written consent of which does not exceed the Threshold Amount Landlord provided such Alterations comply with respect to such Leased Property, in all of the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) provisions of this Paragraph 12the following sentence. (b) Upon at least 30 days’ In the event that Landlord gives its prior written notice consent to Landlordany Alterations, or if such consent is not required, Tenant shall have the right to make any Alteration(s) to any Leased Property, agrees that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property Premises shall not be lessened in any material respect after the completion of any such Alteration, or its structural integrity impaired; (ii) the Alteration and any Alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Improvements by more than ten percent (10%); (iii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely promptly pay all costs and expenses of any such Alteration Alteration, and shall (subject to and in compliance with the provisions of Paragraph 1818 hereof) discharge all liens filed against any of the affected Leased Property Premises arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no all such Alteration Alterations shall create any debt or other encumbrance(s) on be the affected Leased Property property of Landlord and shall be subject to this Lease; and (viii) all Alterations shall be made in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made One Million ($1,000,000) Dollars under the supervision of an architect or engineer and and, in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

Alterations. The Lessee shall have the right, at any time and from time to time, to make such Alterations, structural or otherwise, to the Leased Property as the Lessee shall deem necessary or desirable, subject to the following conditions: (a) Upon prior written notice to Landlord, Tenant No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the right same may be required from time to make any Alteration(s) to any Leased Propertytime, that are non-structural all required municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction, and the cost of which does not exceed Lessor, at the Threshold Amount with respect to such Leased PropertyLessee's expense, shall join in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.application for such permits or authorizations whenever such action is necessary; (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are Any structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this Pxxxxxxxx 00, (xxx) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such AlterationAlterations, or its structural integrity impaired; (ii) all such any Alterations shall be performed in undertaken as a good single project and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the involving an estimated cost of which in any one instance exceeds aggregating more than $100,000, shall, if requested by the Threshold Amount for the affected Leased PropertyLender, such Alterations shall be made conducted under the supervision of an architect or engineer licensed as such in the State where the applicable Parcel is located; selected by the Lessee and in accordance with reasonably acceptable to the Lender, and no such work shall be undertaken until preliminary plans and outline specifications which and budget estimates therefor, prepared and approved in writing by such architect or engineer, stating that the same comply with the provisions of this Article, shall have been submitted to and approved by the Lessor and the Lender; (c) All Alterations will comply in all respects with the provisions of the Operative Documents and shall be submitted to Landlord prior to of such a character that, when completed, the commencement Fair Market Sales Value of the Improvements shall be not less than the Fair Market Sales Value of the Improvements immediately before any such Alterations. (d) All Alterations (excluding Trade Fixtures installed work done in connection therewith) shall become the property of Landlord, with any Alterations shall be done in a good and workmanlike manner and in compliance with applicable building and zoning laws and with all other Applicable Laws; the cost of any such Alterations shall be paid in cash or its equivalent, so that the Leased Property shall at all times be free of Liens for labor and clear materials supplied or claimed to have been supplied (other than inchoate liens or liens bonded off in accordance with Applicable Law and with Lender's consent); and the work of any Alterations shall be prosecuted with reasonable dispatch, unavoidable delays excepted; and (e) Worker's compensation insurance covering all liens persons employed in connection therewith and rights of others with respect to whom death or bodily injury claims could be asserted against the Lessor, the Lender or the Lessee or the Leased Property and shall become a part general liability and property damage insurance (which may be effected by indorsement, if obtainable, on the insurance required to be carried pursuant to Section 9.2) for the mutual benefit of the related Leased Property as if originally demised hereinLessor, the Lender or the Lessee with limits of not less than those required to be carried pursuant to said Section 9.2 shall be maintained by the Lessee at all times when any work is in process in connection with any Alterations.