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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. 3.7.1 The Tenant will not: 3.7.1.1 unite the Property with any other premises; or 3.7.1.2 make any alteration to the parts of the Property which provide structural integrity and/or protection from the weather; or 3.7.1.3 make or alter any connection to any Service Media serving other premises; or 3.7.1.4 alter the external appearance of the Property; or 3.7.1.5 make any other alteration to the Property unless: (a) Upon prior written notice to the 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's consent by deed has been obtained; provided, that, Tenant complies with clause (c) of this Paragraph 12.and (b) Upon the Tenant has executed as a deed and delivered to the Landlord a licence containing such obligations as the Landlord may reasonably require (including those relating to reinstating the Property at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make determination of the Contractual Term and making good any Alteration(s) to any Leased Property, that are structural and/or damage so caused if 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) prior to making any such Alteration(sLandlord so requires), 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 3.7.2 The Tenant will not have to reinstate any Alteration: (i) permitted alterations to the fair market value Property pursuant to the terms of such a licence at the determination of the affected Leased Property shall not be lessened after Contractual Term if: 3.7.2.1 the completion requisite parties have entered into a binding agreement for the grant 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 new lease to take effect on the permitted use determination of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any Contractual Term and containing provisions for reinstatement of such Alteration shall comply with all Insurance Requirementsalterations at the end of the term of such new lease and such new lease is actually entered into; (v) or 3.7.2.2 the Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject has applied to and in compliance with the court for a new tenancy under the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out part II of the same; (vi) 1954 Act in which case the obligation to reinstate will not have effect until that application has been finally determined and either the court has not ordered the grant of a new lease containing provisions for reinstatement of such alterations at the end of the term of such new lease or the Tenant shall procure and pay for all permits and licenses required in connection with has elected not to enter into a new lease as ordered by the court. 3.7.3 The Tenant will carry out 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 work permitted under the supervision of an architect or engineer and this lease in accordance with plans good building practice then current and specifications which shall be submitted to Landlord prior to the commencement Landlord's reasonable satisfaction. 3.7.4 If the CDM Regulations apply to any work that the Tenant carries out (or has carried out by a person acting with its authority) at the Property, the Tenant will: 3.7.4.1 (in relation to any such work for which the Tenant and the Landlord are both clients for the purposes of the Alterations.CDM Regulations) be treated as the only client for the purposes of the CDM Regulations and accept sole responsibility for performing the client's duties to the extent that this is allowed by the CDM Regulations; (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become 3.7.4.2 perform such client's duties; 3.7.4.3 provide the property of Landlord, shall be free and clear Landlord with Certified Copies of all liens notifications and rights declarations required to be given by such client under the CDM Regulations and all relevant notices relating to the work it receives from the Health and Safety Executive or other relevant body; 3.7.4.4 promptly on completion of others and shall become such work give the Landlord a part copy of the health and safety file produced in accordance with the CDM Regulations and, as soon as practicable, any information to be added to such file; and 3.7.4.5 take all practicable steps to obtain for the Landlord an unencumbered licence to copy and use all information comprised in or added to such file for any purpose related Leased Property as if originally demised hereinto the Landlord's Interest and to grant sub- licences and transfer such licence to third parties.

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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. (aA) Upon prior Tenant, upon at least ten (10) days written notice to Landlord, but without obtaining Landlord’s consent, may make Alterations which are purely decorative in nature such as painting, carpeting, wall covering, and the like (such Alterations, hereinafter “Decorative Alterations”). Tenant shall have the right not make or permit to make be made 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’ other 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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, provided that (1) the outside appearance of the Building shall not be affected; (2) the strength of the Building shall not be affected; (3) the structural parts of the Building shall not be affected; (4) except as otherwise expressly provided in this Lease, no part of the Building outside of the Premises shall be affected; and (5) the proper functioning of the Building Systems shall not be affected and the use of such systems by Tenant shall not be increased beyond Tenant’s allocable portion of reserve capacity thereof, if any. Reference is made to Schedule B hereto, which contains the Tenant Alteration Guidelines applicable to the Building, which is incorporated by reference in this Lease. To the extent of a conflict between the express provisions of this Lease and the provisions of the Tenant Alteration Guidelines, the provisions of this Lease shall control. Landlord reserves the right to make reasonable changes and additions to the Tenant Alteration Guidelines, provided however, that such changes or additions shall not conflict with the express provisions of this Lease. (cB) In connection with (1) Prior to making any Alteration: Alterations, Tenant shall, at Tenant’s expense, (i) the fair market value other than with respect to Decorative Alterations, submit to Landlord three (3) sets of the affected Leased Property final, stamped and detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings) that comply with all Laws for each proposed Alteration, and Tenant shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications, which approval shall not be lessened after the completion of any such Alterationunreasonably withheld, conditioned or its structural integrity impaired; delayed, (ii) at Tenant’s expense, obtain all such Alterations shall be performed in a good permits, approvals and workmanlike mannercertificates required by any Government Authorities, 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 furnish to Landlord certificates evidencing worker’s compensation insurance (as described in Paragraph 4)covering all persons to be employed by Tenant, (iv) all work done 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, and as otherwise specified in Schedule I annexed to this Lease, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Within thirty (30) days after completion of such Alteration or as soon thereafter as is reasonably practicable, Tenant, at Tenant’s expense, shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses obtain certificates of final approval of such Alterations required by any such Alteration Government Authority and shall (subject to and in compliance furnish Landlord with copies thereof, together with the provisions of Paragraph 18“as-built” plans and specifications (or final plans with field notations) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant for such Alterations, in AutoCad, Release 14 format, either on a 31/2” disk or CD Rom, or such other format as 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 from time to time be reasonably designated by Landlord. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Laws and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall be new and no such materials or affixed equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, except for Decorative Alterations, any Alteration for which the cost of labor and materials (as estimated by Landlord’s architect, engineer or contractor) is in excess of Seventy Five Thousand ($75,000.00) Dollars and for which plans are required to be filed with the New York City Department of Buildings, shall be performed only under the supervision of an a licensed architect or engineer and in accordance with plans and specifications which shall be submitted reasonably satisfactory 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 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 P▇▇▇▇▇▇▇▇ ▇▇the Leased Premises so that they will bear a load in excess of that for which they were originally designed, (▇▇▇iii) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. (a) Upon Lessee shall not make any alterations to the Premises without the prior written notice to Landlord, Tenant shall have consent of 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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, City which consent shall not be unreasonably withheld, conditioned . City shall be deemed to have reasonably withheld or delayed. (c) In connection with any Alteration: withdrawn consent unless each and every proposed alteration (i) shall not, individually or in the aggregate, lessen the fair market value of the affected Leased Property shall not be lessened after Premises or materially affect the completion usefulness of any such Alterationthe Premises, either for Lessee’s business or its structural integrity impaired; the business of potential successor tenants, (ii) be accompanied by all such Alterations final plans and specifications with any deviation therefrom constituting a separate alteration subject to this Section 10, (iii) be constructed by a California licensed contractor and under the direction of a California licensed architect satisfactory to the City, and (iv) once consented to by the City, shall be performed completed expeditiously in a good and workmanlike manner, with first class quality materials, 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)applicable legal and insurance requirements, (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 be constructed in strict compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; additional conditions set forth in Section 10.4 hereof, and (vi) Tenant shall procure become a “Lessee Improvement” and pay for all permits part of the Premises and licenses required in connection with subject to this Lease, provided, at the City’s option, Lessee shall remove any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on alteration and restore 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 Premises to Landlord their condition prior to the commencement making of same, normal wear and tear excepted, upon the expiration or earlier termination of the Alterations. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) term hereof. The City shall become exercise its option by 30 days’ notice given no later than 30 days after such expiration or termination and, if Lessee has not so removed and restored within 30 days after the property of LandlordCity gives said notice, Lessee shall be free and clear of all liens and rights of others and shall become a part pay the City upon demand the reasonable rental value of the related Leased Property as if originally demised hereinPremises during the period beginning with the date immediately following said 30 days after the City gives its notice and ending with the date upon which the removal and restoration is completed and the City may, but shall not be obligated to, remove such alteration and restore the Premises and ▇▇▇▇▇▇ also shall pay the City its cost of same upon demand.

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 P▇▇▇▇▇▇▇▇ ▇▇Paragraph 12, and (▇▇▇iii) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto. In the event that Landlord gives its prior written consent to any Alterations, 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. (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 P▇▇▇▇▇▇▇▇ ▇▇, structural Alterations to the Property costing less than $1,000,000 (▇▇▇the “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 Tenant shall not make or cause or permit to be made any Alteration, unless such Alteration: (i) equals or exceeds the then-current standard for the Building, including the minimum performance criteria of all design and construction elements contributing to energy savings beyond the LEED baseline claimed in the whole building energy simulation per ANSI/ASHRAE/IESNA 90.l-2007, and utilizes only new and first-grade materials; (ii) is in conformity with Laws, and is made after obtaining any required permits and licenses; (iii) is made with the prior written notice to consent of Landlord, Tenant which consent, in the case of nonstructural, cosmetic Alterations such as carpeting or painting that have absolutely no impact or effect on the structure or the roof, exterior, mechanical, water, electrical, gas, plumbing, fire, life safety, HVAC, telephone, sewer or other systems or facilities of the Building, shall have be given or denied within five (5) business days after receipt by Landlord of Tenant’s written request therefor, accompanied by a reasonably detailed description of the right change, addition or improvement to make any Alteration(sbe made; (iv) is made pursuant to any Leased Propertyplans and specifications approved in advance by Landlord or, if such Alteration does not require a building permit, is made pursuant to a description of such proposed work; provided, that are non-structural Landlord may not charge Tenant a fee for the review of such plans and specifications or description; (v) is carried out by persons approved by Landlord, who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may reasonably require, with Landlord named as an additional insured; and (vi) is done only at such time and in such manner as Landlord may reasonably specify. Notwithstanding the foregoing to the contrary, Paragraphs 9.2(a)(iii), (iv) and (v) (only) shall not apply if (1) the cost of which such Alteration does not exceed the Threshold Amount with respect to such Leased Propertyexceed, in the aggregate, $10,000 in any calendar year; providedtwelve (12)-month period, that(2) such Alteration is purely cosmetic and nonstructural in nature and does not affect or involve the roof, exterior or electrical, gas, plumbing, fire, life safety, HVAC or other systems or facilities of the Building (that is, painting, wall covering and carpet only), and (3) Tenant complies with clause gives Landlord at least five (c) of this Paragraph 125)-business days’ notice prior to making such Alteration. (b) Upon at least 30 days’ prior written notice Subject to LandlordParagraph 17.1, 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 therewithonly Tenant’s Property) shall immediately become and remain the property of Landlord, unless otherwise agreed by the Parties in writing prior to the installation of such Alteration. Tenant shall pay when due the entire cost of any such Alteration. Within thirty (30) days following the imposition of any lien resulting from any such Alteration, Tenant shall cause such lien to be free and clear released of all liens and rights record by payment of others and shall become money or posting of a part of the related Leased Property as if originally demised hereinproper bond.

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 P▇▇▇▇▇▇▇▇ ▇▇Paragraph 12, and (▇▇▇iii) 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 P▇▇▇▇▇▇▇▇ ▇▇hereunder, (▇▇▇iii) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. 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 P▇▇▇▇▇▇▇▇ ▇▇a completed operations endorsement to the Commercial General Liability Insurance policy referred to in Section 6.1(iv), (▇▇▇iii) 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. 3.7.1 The Tenant will not: 3.7.1.1 unite the Property with any other premises; or 3.7.1.2 make any alteration to the parts of the Property which provide structural integrity and/or protection from the weather; or 3.7.1.3 make or alter any connection to any Service Media serving other premises; or 3.7.1.4 alter the external appearance of the Property; or 3.7.1.5 make any other alteration to the Property unless: (a) Upon prior written notice to the 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's consent by deed has been obtained; provided, that, Tenant complies with clause (c) of this Paragraph 12.and (b) Upon the Tenant has executed as a deed and delivered to the Landlord a licence containing such obligations as the Landlord may reasonably require (including those relating to reinstating the Property at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make determination of the Contractual Term and making good any Alteration(s) to any Leased Property, that are structural and/or damage so caused if 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) prior to making any such Alteration(sLandlord so requires), 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 3.7.2 The Tenant will not have to reinstate any Alteration: (i) permitted alterations to the fair market value Property pursuant to the terms of such a licence at the determination of the affected Leased Property shall not be lessened after Contractual Term if: 3.7.2.1 the completion requisite parties have entered into a binding agreement for the grant 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 new lease to take effect on the permitted use determination of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any Contractual Term and containing provisions for reinstatement of such Alteration shall comply with all Insurance Requirementsalterations at the end of the term of such new lease and such new lease is actually entered into; (v) or 3.7.2.2 the Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject has applied to and in compliance with the court for a new tenancy under the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out part II of the same; (vi) 1954 Act in which case the obligation to reinstate will not have effect until that application has been finally determined and either the court has not ordered the grant of a new lease containing provisions for reinstatement of such alterations at the end of the term of such new lease or the Tenant shall procure and pay for all permits and licenses required in connection with has elected not to enter into a new lease as ordered by the court. 3.7.3 The Tenant will carry out 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 work permitted under the supervision of an architect or engineer and this lease in accordance with plans good building practice then current and specifications which shall be submitted to Landlord prior to the commencement Landlord's reasonable satisfaction. 3.7.4 If the CDM Regulations apply to any work that the Tenant carries out (or has carried out by a person acting with its authority) at the Property, the Tenant will: 3.7.4.1 (in relation to any such work for which the Tenant and the Landlord are both clients for the purposes of the Alterations.CDM Regulations) be treated as the only client for the purposes of the CDM Regulations and accept sole responsibility for performing the client's duties to the extent that this is allowed by the CDM Regulations; (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become 3.7.4.2 perform such client's duties; 3.7.4.3 provide the property of Landlord, shall be free and clear Landlord with Certified Copies of all liens notifications and rights declarations required to be given by such client under the CDM Regulations and all relevant notices relating to the work it receives from the Health and Safety Executive or other relevant body; 3.7.4.4 promptly on completion of others and shall become such work give the Landlord a part copy of the health and safety file produced in accordance with the CDM Regulations and, as soon as practicable, any information to be added to such file; and 3.7.4.5 take all practicable steps to obtain for the Landlord an unencumbered licence to copy and use all information comprised in or added to such file for any purpose related Leased Property as if originally demised hereinto the Landlord's Interest and to grant sub-licences and transfer such licence to third parties.

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 P▇▇▇▇▇▇▇▇ ▇▇Section 12, and (▇▇▇C) 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 Tenant shall not execute or perform any alterations, additions or improvements to the Premises (each an "Alteration"), without the prior written notice to Landlordconsent of Owner, in each instance. Before commencing any Alteration, Tenant shall have furnish Owner for Owner's review and approval: (i) all plans and specifications for the Alteration; (ii) the names and addresses of all proposed contractors, subcontractors and material men providing goods or services in connection with such Alteration; (iii) copies of all contracts and certificates of insurance (in form and amount reasonably satisfactory to Owner) from all contractors and subcontractors performing labor or providing materials in connection with such Alteration. Tenant shall not execute any contract for any Alteration or commence any Alteration without Owner's prior written approval of the plans, and each such contractor and subject to Owner's right at any time to make any Alteration(s) deny access to any Leased Propertycontractor that does not work harmoniously with other contractors or laborers engaged in the construction, that are non-structural maintenance or operation of the Property and the cost Building. All Alterations shall, upon installation become the property of which does not exceed Owner and be surrendered on the Threshold Amount with respect to such Leased Property, in Expiration Date or sooner termination of the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12Term hereof. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant All Alternations 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 Alterationperformed: (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 impairedat Tenant's sole cost and expense; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed ; (iii) in full compliance with all building, zoning and other Legal Requirements; (iv) only after Tenant shall have obtained and delivered to Owner all permits and approvals as may be required under applicable Legal Requirements; and (v) in compliance with Owner's reasonable insurance requirements. (c) Promptly following completion of any Alteration, Tenant shall furnish Owner with: (i) full and final waivers of lien and receipted bills covering all labor and materials expended and used in connection with the Alteration; (ii) "as-built" drawings showing in detail the full extent and nature of the Alteration; (iii) no such a certificate of completion issued by the architect who supervised the Alteration which shall change state that all work has been completed in accordance with the permitted use of the affected Leased Property (as described in Paragraph 4), approved plans and specifications; and (iv) all work done in connection with any such Alteration shall comply with all Insurance a certificate of occupancy or an equivalent permit or certificate which may be required by applicable Legal 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) Owner, in its sole discretion and expense, reserves the right to supervise any Alteration and/or engage an independent architect or engineer to supervise such Alteration and/or to review Tenant's plans or specifications therefore. All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of LandlordOwner except as otherwise agreed in writing by Owner and Tenant. Owner may, shall be free and clear of all liens and rights of others and shall become a part at its option, require Tenant to remove any Alteration at the end of the related Leased Property as if originally demised hereinTerm, provided Owner notifies Tenant of such requirement at the time Owner consents to such Alteration. In such event, Tenant will restore the Premises to the condition they were in prior to such Alteration.

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 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 P▇▇▇▇▇▇▇▇ ▇▇] relating to alterations, to alter or change the Premises in any way, including, without limitation, dividing the Premises (▇▇▇excluding any subdivision of any land) and adding additional signage; provided that (i) Tenant gives Landlord prior to making written notice of any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect theretomaterial alterations, and (ivii) Landlord shall have consented at any one time Tenant may not make any proposed structural alterations to such Alterations the Premises in writingexcess of Two Million Four Hundred Thousand Dollars ($2,400,000) per Lease Year, increased annually based on increases in the CPI (the “Alteration Cap”), without Landlord’s prior written consent, which consent shall not be unreasonably unreasonably, withheld, conditioned or delayed., it being understood, however, that the refusal or failure of Landlord’s Mortgagee to grant consent (to the extent required and applicable) to the alterations shall 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 ▇▇▇▇▇▇▇▇▇]. 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 4.1 The full free right and liberty on giving 7 days prior written notice to Landlordenter upon the Premises to build on or into any dividing boundary or party walls or fences upon the Premises subject to all damage thereby occasioned being made good with all convenient speed by the person or persons exercising such right. 4.2 The full, free right and liberty to execute work and repairs and to make erections upon or to erect, rebuild or alter the Estate, the Building (exclusive of the Premises) and adjoining buildings and the erection of scaffolding notwithstanding that the execution of the said works and repairs may temporarily interfere with the occupation, use, amenity or enjoyment of the Premises and subject to any damage thereby occasioned made good at all convenient speed. 4.3 The full, free right and liberty to the Landlord at all reasonable times to enter upon the Premises to view the state and condition of and to repair and maintain the Building and nearby premises if the works required to be done upon same cannot otherwise be carried out in a reasonably practicable manner, acknowledging that the access of light and air enjoyed by the Premises or any part thereof may thereby be interfered with; and subject to any damage thereby occasioned to the Premises being made good at all convenient speed by the person exercising such rights. 4.4 To the Landlord and the Vendor the full, free right and liberty to build upon or under, alter or develop or use in any manner (including the erection of scaffolding upon the Building) the Estate excluding the Premises and to authorise any present or future owner or occupier of the Estate to demolish., build or rebuild, alter or develop the buildings thereon or use the same in any manner provided same does not materially affect the Tenant’s use and enjoyment of the Premises and business carried on therein. 4.5 The full, free right and liberty after due notice (if the Tenant shall have fail to comply with any of the right covenants on the Tenant’s part relating to make any Alteration(sthe repair, maintenance, upkeep, or layout of the Premises) to any Leased Property, that are non-structural and enter 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 Premises for the affected Leased Property, purpose of carrying out such Alterations shall be made under the supervision of an architect or engineer and works as are necessary to ensure that such covenants are complied with in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterationsfull. (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 will not make any demolition, alteration, installation, improvement, expansion, reduction or decoration (each, an “Alteration”) of or to the Leased Property or any part thereof except in accordance with the following terms and conditions: (a) Upon prior written notice to Landlord, Tenant The Alteration shall have be undertaken in accordance with 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) applicable provisions of this Paragraph 12Lease, Landlord’s Loan Documents, the Property Documents and all Legal Requirements. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant No Event of Default shall have occurred and be continuing and no Default shall occur as a result of such action. (c) The Alteration, upon completion, shall not materially adversely affect the right Primary Intended Use of the Leased Property in question. (d) A Material Alteration shall be conducted under the supervision of a Qualified Architect and shall not be undertaken until ten (10) Business Days after there shall have been delivered to make any Alteration(s) to any Leased PropertyLandlord and Landlord’s Lender, that are structural and/or the cost of which exceeds the Threshold Amount for information purposes only and not for approval by Landlord (unless Landlord’s approval shall be required for such Leased Property, in the aggregate, in any calendar year; provided, thatMaterial Alteration under paragraph (g) of this Section 8.1), (i) no Event of Default has occurred detailed plans and is then continuing, specifications and cost estimates therefore and (ii) Tenant complies with clause an estimated date of completion therefore, which date, so long as any of Landlord’s Debt is outstanding, shall be not later than the date which is six (c6) of this P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) months prior to making any the maturity date of such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and Landlord’s Debt (iv) Landlord shall have unless otherwise consented to such Alterations in writingwriting by Landlord’s Lender, which consent shall not be unreasonably withheld, conditioned or delayed) (the “Target Completion Date”), all prepared and approved in writing by such Qualified Architect. Such plans and specifications may be revised at any time and from time to time, provided that material revisions of such plans and specifications shall be delivered to Landlord and Landlord’s Lender for information purposes only unless Landlord’s approval shall be required for such Material Alteration under paragraph (g) of this Section 8.1. (ce) In All work done 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 Alteration shall be performed with due diligence (and in any event shall be substantially completed prior to the Target Completion Date subject to Unavoidable Delays), 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 materials used in connection with any such Alteration shall comply be not less than the standard of quality of the materials generally used at the applicable Leased Property as of the date hereof and all work shall be performed and all materials used in accordance with all applicable Legal Requirements and Insurance Requirements; . (vf) 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 The cost of any Alteration shall be promptly and fully paid for by Tenant or a Facility Subtenant, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Tenant, an Affiliate of Landlord, or an Affiliate of Tenant. No Alteration the cost of which, when aggregated with all related Alterations, involves estimated costs exceeding $100 million (the “Alteration Cost Threshold”) shall be performed by or on behalf of Tenant unless Tenant shall have delivered to Landlord’s Lender Eligible Collateral as security in an amount not less than the amount by which the estimated cost (as set forth in the Qualified Architect’s written estimate referred to above) of which in any one instance such Alteration exceeds the Threshold Amount for the affected Leased Property, such Alterations Alteration Cost Threshold. Such Eligible Collateral shall be made under returned to Tenant (or replaced with Eligible Collateral in a lesser amount if the supervision Eligible Collateral shall have been delivered in the form of an architect or engineer and a Letter of Credit) as Tenant shall provide written evidence, in accordance with plans and specifications which shall be submitted form reasonably satisfactory to Landlord prior to the commencement and Landlord’s Lender of the Alterations. (d) All Alterations (excluding Trade Fixtures installed payment of the costs of such Material Alteration in connection therewith) shall become the property of Landlordsuch amount, shall be free and clear of all liens Liens (i.e., assuming that the first costs paid are those in excess of the Alteration Cost Threshold). (g) Tenant shall obtain Landlord’s and rights Landlord’s Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of others Default shall then exist, and shall become a part be deemed given unless Landlord’s Lender shall give notice of its disapproval with the reasons therefor within ten (10) business days after Landlord’s Lender’s receipt of the related Leased Property as notice of Material Alteration described in paragraph (d) of this Section 8.1 above) for any Material Alteration if originally demised herein(x) a Tenant Security Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma Lease Coverage Ratio during the twelve (12) months following the commencement of such proposed Material Alteration.

Alterations. (aA) Upon prior written notice to After completion of Landlord's Initial Construction as set forth in Article 5 hereof, Tenant shall have make no alterations, installations, additions or improvements (hereinafter collectively referred to as "Alterations") in or to the right Demised Premises. Tenant may make written request to make any Alteration(s) Landlord that certain Alterations be made to any Leased Propertythe Demised Premises, 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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) but all such Alterations shall be performed performed, if at all, (i) in a good the sole and workmanlike mannerabsolute discretion of Landlord (including, the manner and shall be expeditiously completed in compliance with all Legal Requirements; timing of such performance), (ii) by Landlord or its designee and (iii) no at the sole cost and expense of Tenant. Any Alteration to be performed in, on or to the Demised Premises shall be performed by Landlord (which term as used in this Article 15(A) shall be deemed to include Landlord and/or Landlord's contractor) and Tenant shall pay Landlord for the value of such Alteration Alteration. As used herein, the term "value" shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) mean that Landlord shall perform all work done in connection with any the Alteration on a "cost-plus" basis, whereby "value" shall include, but not be limited to, the cost of sub-contractors, material, equipment rental, permits, fees, taxes, insurance, debris removal, safety, labor, project management and all other expenses incurred by Landlord in the performance of such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration work and shall also include a general contractor's fee equal to (subject i) fifteen (15%) percent (with regard to and in compliance Alteration projects having an out-of-pocket cost of less than $150,000.00), or (ii) ten (10%) percent (with the provisions respect to Alteration projects having an out-of-pocket cost of Paragraph 18) discharge all liens filed against the affected Leased Property arising out $150,000.00 or more), of the same; (vi) Tenant shall procure and pay for total of 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) costs included 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 Alterationscalculation thereof. (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. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 prior written notice to Landlord, Tenant 9.1 The Lessee shall have the right to not make any Alteration(s) structural alterations whatsoever in, or additions to, the Premises without the written consent of the Lessor first being had and obtained: 9.2 The Lessor shall be entitled to any Leased Propertyrequire that all alterations, that are non-structural and the cost repairs or maintenance carried out in terms 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 9.1 shall have the right to make any Alteration(s) to any Leased Property, that are structural be effected by a builder 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule approval 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 and/or under the supervision of an architect to be nominated by the Lessor, and such alterations, repairs or engineer and maintenance shall in accordance with plans and specifications which all cases be executed to the satisfaction of the Lessor. 9.3 The Lessee shall not be entitled to any compensation for any work or improvements effected by him in pursuance of 9.1. 9.4 In the event of the Lessor electing to make any alterations or additions to the during the currency of this lease he shall be submitted entitled to Landlord prior do so without let or hindrance from the Lessee, and 9.4.1 he shall be entitled to erect such scaffolding or pillars as may be considered necessary for the purpose of such rebuilding or alterations or additions, and 9.4.2 the Lessee hereby expressly waives any claim which he may have otherwise enjoyed to restrain the Lessor or to claim damages from him as a result of any damage or loss that he may sustain as a result of such rebuilding operations, and 9.4.3 the Lessor undertakes to minimise to the commencement utmost extent any possible inconvenience to the Lessee and 9.4.4 The Lessee shall be entitled to a pro rata remission of rental in respect of any period during which the Lessee is deprived of the Alterationsbeneficial use of the dwelling on account of any alterations or rebuilding activities in terms of 9.4 9.5 The Lessor shall not be responsible for the installation of electrical wiring, lighting, switchgear or any other electrical installations or appurtenances in the dwelling. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) 9.6 No installations or improvements of whatever nature by the Lessee may be removed without the prior written consent of the Lessor at the termination of this lease, however upon termination such installations and improvements shall become the property of Landlordthe Lessor who shall not be obliged compensate to the Lessee therefor. 9.7 In so far as concerns the removal of any articles which the Lessee is entitled to remove, the Lessee shall be free and clear obliged to make good or alternatively pay to the Lessor the cost of all liens and rights of others and shall become a part of making good any damage or disfigurement to the related Leased Property as if originally demised hereinLessor's property occasioned by such removal.

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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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, ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’s approval is required under this Section 5.1.21(a), provided no Event of Default is continuing, ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 prior written notice to Landlord, Tenant shall have the right to may not make any Alteration(s) improvement, alteration, addition or change to the Premises or to any Leased Propertymechanical, that are non-structural and plumbing or HVAC facilities or other systems serving 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 Premises (can “Alteration”) of this Paragraph 12. (b) Upon at least 30 days’ without Landlord’s 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 be requested by Tenant not less than 30 days before commencement of work and shall not be unreasonably withheld, conditioned or delayed. (c) In connection with delayed by Landlord. Notwithstanding the foregoing, provided that Landlord receives 10 business days’ prior notice, Landlord’s prior consent shall not be required for any Alteration: Alteration 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 impairedis decorative in nature; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirementsis not visible from outside the Premises; (iii) no such Alteration shall change the permitted use does not affect any system or structural component of the affected Leased Property (as described in Paragraph 4), Building; and (iv) all does not require work done in connection with to be performed inside the walls or above the ceiling of the Premises (a “Cosmetic Alteration”). For any such Alteration Alteration, (a) Tenant, before commencing work, shall comply with all Insurance Requirementsdeliver to Landlord, and obtain Landlord’s approval of, which approval shall not be unreasonably, withheld, conditioned, or delayed, plans and specifications (provided, however, that for Cosmetic Alterations, Tenant may satisfy this requirement by delivery of a reasonably detailed description of the Cosmetic Alteration); (vb) Landlord, in its reasonable discretion, may require Tenant to obtain security for performance satisfactory to Landlord; (c) Tenant shall timely pay all costs and expenses of any such Alteration and shall deliver to Landlord “as built” drawings (subject to and in compliance with the provisions of Paragraph 18CAD format, if reasonably requested by Landlord) 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) than in the case of any Alteration the estimated cost of Cosmetic Alterations, in which in any one instance exceeds the Threshold Amount for the affected Leased Property, case no such Alterations drawing shall be made under required), completion affidavits (other than in the supervision case of an architect or engineer and Cosmetic Alterations, in accordance with plans and specifications which case no such affidavits shall be submitted to Landlord prior to the commencement of the Alterations. required), full and final lien waivers, and all governmental approvals; and (d) All Alterations Tenant shall pay Landlord upon demand (excluding Trade Fixtures installed i) Landlord’s reasonable out- of-pocket expenses incurred in connection therewithreviewing the work, and (ii) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part coordination fee equal to 3% of the related Leased Property as cost of the work; provided, however, that this clause (d) sentence shall not apply to any Tenant Improvements constructed pursuant to Exhibit B, if originally demised hereinany or to any Cosmetic Alterations.

Alterations. Tenant will, at Tenant’s expense, make any demolition, alteration, installation, improvement, expansion, reduction or decoration (each, an “Alteration”) of or to any Leased Property or any part thereof required to cause the Leased Property to comply with Legal Requirements, any Property Document or any provision of this Lease (each, a “Required Alteration”). Tenant shall comply with the provisions of clauses (a), (d), (e) and (f) of this Section 8.1 in connection with any Required Alteration. Tenant will not make any Alteration (other than Required Alterations), except in accordance with the following terms and conditions: (a) Upon prior written notice to Landlord, Tenant The Alteration shall have be undertaken in accordance with 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) applicable provisions of this Paragraph 12Lease, Landlord’s Loan Documents, the Property Documents and all Legal Requirements. (b) Upon at least 30 days’ prior written notice No Event of Default shall have occurred and be continuing and no Default shall occur as a result of such action. (c) The Alteration shall not materially adversely affect the (i) Primary Intended Use or (ii) fair market value of the Leased Property in question (it being understood and agreed that Alterations undertaken to conform, upgrade or comply with then applicable Concept system standards shall be in compliance with this clause (c)). (d) A Material Alteration shall be conducted under the supervision of a Qualified Architect and shall not be undertaken until ten (10) Business Days after there shall have been delivered to Landlord, for information purposes only and not for approval by Landlord, detailed plans and specifications and cost estimates therefor, prepared and approved in writing by such Qualified Architect. Such plans and specifications may be revised at any time and from time to time, provided that material revisions of such plans and specifications shall be delivered to Landlord for information purposes only. (e) All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall be not less than the standard of quality of the materials generally used at the applicable Leased Property as of the date hereof and all work shall be performed and all materials used in accordance with all applicable Legal Requirements and Insurance Requirements. (f) The cost of any Material Alteration shall be promptly and fully paid for by Tenant. Unless otherwise consented to by Landlord, such consent not to be unreasonably withheld, conditioned or delayed, construction contracts for Material Alterations shall require at least 5% retainage until substantial completion and, thereafter, retainage of 105% of the cost to complete the work. During a Tenant shall have the right to make any Alteration(s) to any Leased PropertySecurity Period, that are structural and/or no Alteration 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 by or on behalf of Tenant unless Tenant shall have delivered to Landlord Eligible Collateral as security in a good and workmanlike manneran amount not less than the amount by which the estimated cost (as set forth in the Qualified Architect’s written estimate referred to above) of such Alteration exceeds the Threshold Amount, and provided that with respect to any Required Alteration, Tenant’s obligation to deliver Eligible Collateral 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 the limitations set forth in compliance with the provisions Section 3.1(g). In addition to payment or reimbursement from time to time 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 Tenant’s expenses incurred in connection with any such Alteration; (vii) no , the amount of 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 security 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 reduced on any given date to the commencement Qualified Architect’s written estimate of the Alterations. cost to complete the Alteration (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlordincluding any retainages being withheld by Tenant from its contractors), shall be free and clear of all liens Liens, other than Permitted Encumbrances. Eligible Collateral provided by Tenant pursuant to this Section 8.1(f) shall be held and rights of others paid by Landlord solely as provided in this Section 8.1(f) and Section 8.1(g) and shall become a part serve as security for funding the costs of completion of the related applicable Material Alteration and shall not otherwise be available to secure any other obligations of Tenant under this Lease. (g) At any time after substantial completion of any Alteration in respect of which Eligible Collateral is deposited pursuant hereto, the whole balance of any Eligible Collateral so deposited by Tenant with Landlord and then remaining on deposit (together with earnings thereon) may be withdrawn by Tenant and shall be paid by Landlord to Tenant, and any other Eligible Collateral so deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Tenant, within ten (10) days after receipt by Landlord of an application for such withdrawal and/or release together with an officer’s certificate from Tenant, and signed also (as to the following clause (a)) by the Qualified Architect, setting forth in substance as follows: (i) that the Alteration in respect of which such Eligible Collateral was deposited has been substantially completed in all material respects substantially in accordance with any plans and specifications therefor previously filed with Landlord under Section 8.1 and that, if applicable, a certificate of occupancy has been issued with respect to such Alteration by the relevant governmental authority(ies) or, if not applicable, that a certificate of occupancy is not required; and (ii) that to the knowledge of the certifying person all amounts which Tenant is or may become liable to pay in respect of such Alteration through the date of the certification have been paid in full or adequately provided for or are being contested in accordance with the terms of this Lease and that, except to the extent of such contests, lien waivers have been obtained from the general contractor and major subcontractors performing such Alterations (or such waivers are not customary and reasonably obtainable by prudent owners in the area where the Leased Property as is located). (h) Tenant shall obtain Landlord’s prior written approval for any Alteration (x) which would, after completion of the Alteration, have a material adverse effect on the value or utility of the Leased Property (it being understood and agreed that Alterations undertaken to conform, upgrade or comply with then applicable Concept system standards shall be deemed not to have a material adverse effect on the value or utility of the Leased Property), provided that Landlord shall approve such Alteration if originally demised hereinTenant covenants with Landlord to restore the applicable Leased Property at the expiration or earlier termination of this Lease to its state prior to such alteration and Landlord is reasonably assured of Tenant’s ability to do so (y) during a Tenant Security Period, which would affect the material structural elements or systems of the applicable Leased Property; provided that Landlord shall not unreasonably withhold, condition or delay its approval.

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 (c) 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 P▇▇▇▇▇▇▇▇ ▇▇Paragraph 12, and (▇▇▇iii) 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) 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) All Alterations Notwithstanding anything to the contrary contained herein, Tenant shall not make any Alterations, at any time, which would (excluding Trade Fixtures installed in connection therewithafter the completion thereof) 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. (a) Lessee will not make or permit any alterations, decorations, additions or improvements, structural or otherwise, in or to the Demised Premises or the Building, without the prior written consent of Lessor, which consent may be conditioned upon Lessee's agreement to remove the same and restore the Demised Premises to its condition prior to the making of such alterations, at Lessee's sole cost and expense, upon the expiration or sooner termination of this Lease. Lessor hereby grants Lessee the right to install (i) a Kastle card reader at the suite entry door to the Demised Premises, (ii) a supplemental heating, ventilation and air conditioning system package, and (iii) a supplemental fire suppression system in the Demised Premises, subject to the following terms and conditions: (A) Lessee shall submit to Lessor in advance of each such installation, for Lessor's approval, complete plans and specifications for such installation; (B) All such installations shall be performed in accordance with all applicable laws, regulations and codes, and otherwise in compliance with all applicable terms and conditions of this Lease (including, but not limited to, this Section 9) and with such other reasonable restrictions and conditions as Lessor may impose with regard thereto, all at Lessee's sole cost and expense. Without limiting the foregoing, Lessee shall be solely responsible for causing any HVAC equipment installed by Lessee to be separately metered for electricity and water, and Lessee shall pay to Lessor the metered cost of consumption of such utilities; (C) Lessee shall, prior to commencing such installation work, procure all approvals, licenses, permits and other required authorizations from the applicable governmental authorities as required to perform such installations; (D) Lessee shall further obtain and maintain in full force and effect throughout the Lease Term all approvals, licenses, permits and other required authorizations (including, but not limited to, any periodic inspections of the same) from the applicable governmental authorities as are required to maintain and operate such installations; (E) Upon the expiration of the Lease Term, or any earlier day on which removal may be required in order to comply with any applicable law, regulation, code or order, Lessee shall remove such installations and shall restore the Demised Premises to its condition prior to the performance of such installations, all at Lessee's sole cost and expense; provided that, Lessor shall have the right, to be exercised by written notice to LandlordLessee prior to the expiration of the Lease Term and without payment of compensation or other consideration, Tenant to require that such installations remain upon the Demised Premises at the expiration of the Lease Term; (F) Lessee shall obtain and maintain throughout the Lease Term all necessary policy endorsements required to insure against any and all costs, claims, expenses, fees, liabilities, loss, suits or damages which may be occasioned by the installation, operation, maintenance, repair and/or removal of such installations; and (G) Lessor shall have no liability, and Lessee hereby relieves and releases Lessor from any and all liability, with respect to the proper functioning of, or any loss or damage to, such installations. Lessee shall and does hereby undertake to defend, indemnify and hold Lessor and the Property harmless from and against any and all claims, costs, damages, expenses, fees, liabilities, losses and suits which may arise, directly or indirectly, from or out of, or in connection with, the installation, operation, maintenance, repair and/or removal of such installations, including, but not limited to, any bodily injury, damage, loss or loss of use of property, and any third party liability which Lessor may suffer or incur, whether due to an accidental release or otherwise. (b) If any mechanic's lien is filed against the Demised Premises, or the real property of which the Demised Premises are a part, for work claimed to have been done for, or materials claimed to have been furnished to, Lessee, such mechanic's lien shall be discharged by Lessee within ten (10) days thereafter, at Lessee's sole cost and expense, by the payment thereof or by filing any bond required by law. Lessee shall promptly inform Lessor upon receipt, by Lessee, of any notice of the filing of any such mechanics lien(s). If Lessee shall fail to discharge any such mechanic's lien, Lessor may, at its option and without inquiring into the validity thereof discharge the same and treat the cost thereof as additional Rent payable with the monthly installment of Rent next becoming due; it being hereby expressly covenanted and agreed that such discharge by Lessor shall not be deemed to waive, or release, the default of Lessee in not discharging the same. Lessee hereby covenants and agrees to defend, indemnify /and hold Lessor, the Demised Premises and the property upon which the Demised Premises is constructed, harmless from and against any and all claims, damages, cost, expense, liability, liens and other detriment which they may suffer or which may arise by reason of the making of any such alterations, decorations, additions or improvements. If any such alteration, decoration, addition or improvement is made without the prior written consent of Lessor, Lessor may correct or remove the same, and Lessee shall be liable for any and all expenses incurred by Lessor in the performance of this work. All alterations, decorations, additions or improvements in or to the Demised Premises made by either party shall immediately become the property of Lessor and shall remain upon and be surrendered with the Demised Premises as a part thereof at the end of the Lease Term without disturbance, molestation or injury; provided, however, that if Lessee is not in default in the performance of any of its obligations under this Lease, Lessee shall have the right to make any Alteration(s) to any Leased Propertyremove, 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 expiration or termination of the Alterations. (d) All Alterations (excluding Trade Fixtures Lease Term, all movable furniture, furnishings or equipment installed in connection therewith) the Demised Premises at the expense of Lessee, and if such property of Lessee is not removed by Lessee prior to the expiration or termination of this Lease the same shall become the property of Landlord, Lessor and shall be free and clear of all liens and rights of others and shall become a part of surrendered with the related Leased Property as if originally demised herein.Demised

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 consent shall have been obtained, which consent shall not be unreasonably withheld, delayed or conditioned, 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 have not be required to comply with this subsection (iii). (iv) Subject to the right to make any Alteration(s) to any Leased Propertyterms of Section 2.6 hereof, that are non-structural and 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 does not exceed may be required under any Indenture shall take precedence over and be in addition to the Threshold Amount procedures provided for in this Lease. (vii) Except as may be expressly provided to the contrary hereunder with respect to such Leased Tenant's Personal Property, all Alterations installed in or upon the aggregatePremises at any time during the Term shall become the property of Landlord and shall remain upon and be surrendered with the Premises unless Landlord, in by notice to Tenant no later than ninety (90) days prior to the scheduled expiration (or within 90 days after any calendar year; provided, that, Tenant complies with clause (cearlier termination) of this Paragraph 12.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) Upon Tenant may, at least 30 days’ prior written notice to Landlordits cost and expense, Tenant shall have install, or place upon or reinstall, or replace and remove from the right to make Premises any Alteration(s) to any Leased Tenant's Personal 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 PTenant 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 standing seam metal roof material comparable to that at 900 South Rancho Drive, Las Vegas; replace or upgrade the central HV▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans ▇▇▇ ▇▇▇▇ribution and specifications, estimated budgets piping as necessary; 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 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 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 P▇▇▇▇▇▇▇▇ ▇▇may make non-structural and structural Alterations to the Property, (▇▇▇) 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 Indemnitee 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 Indemnitee 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. (a) Upon prior written notice It is understood that Tenant, in the conduct of its ----------- business, may deem it necessary from time to time to make certain alterations in the Building in order to accommodate changes in the arrangements of its fixtures, display of merchandise and/or equipment, decor and methods of operation. In this regard, and subject to Landlord's written approval, Tenant shall have the right to make any Alteration(s) remodel the Building, as Tenant deems appropriate, including but not limited to any Leased Propertyrelocation or removal of interior partitions, that are non-structural relocation or extension of interior electrical wiring or fixtures, replacement of floor coverings, painting, and the cost of which does not exceed the Threshold Amount with respect to other such Leased Propertyalterations, in the aggregateadditions or modifications, in any calendar year; provided, however, that: (a) Such alterations shall conform to applicable building laws, Tenant complies with clause (c) rules and regulations of this Paragraph 12. those governmental authorities having jurisdiction hereof; (b) Upon at least 30 days’ Landlord's 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 shall be obtained by Tenant before Tenant enlarges the size of the Building on the Leased Premises or delayed.makes any alteration which would likely affect the structural integrity of the Building; (c) In connection with any Alteration: (i) Except as set forth to the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alterationcontrary in subparagraph 8(b), or its structural integrity impaired; (ii) all such Alterations work shall be performed done at Tenant's sole cost and expense 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 When returned to Landlord, the Leased Premises shall be free and clear of any liens arising from such work conducted by Tenant; and (e) Tenant agrees to pay promptly when due, the entire costs of Tenant's alterations: to use reasonable efforts to obtain from each contractor with whom Tenant has contracted for such work, prior to paying any amount to such contractor, a statement in writing under oath, or verified by affidavit, of the names of all parties furnishing materials and labor for such work and the amounts due, or to become due, to each and, at the time of payment to use reasonable efforts to obtain from each contractor a Waiver of Lien in the amount paid to each; to keep the Leased Premises at all times free of liens and rights claims for liens for labor and materials for work undertaken by Tenant; and to defend, indemnify and save Landlord harmless from and against all injury, loss, claims or damage to any person or property occasioned by or growing out of others such work. If any claim for a lien arises against the Leased Premises by reason of work undertaken by Tenant, and such claim is not discharged, bonded or otherwise satisfied by Tenant within thirty (30) days after Tenant is made aware of such lien(s), Landlord may pay such claim and proceed to obtain the discharge and release thereof, and Tenant shall become a part pay Landlord as additional Rent the amount paid by Landlord to obtain the discharge and release thereof, together with all court costs and all attorneys' fees upon demand. Nothing contained in this Lease is intended to, nor shall be construed by anyone to, permit the creation of any lien against Landlord's interest in the Leased Premises. Tenant shall be under no obligation to restore or remove any such changes upon the expiration or termination hereof, except to leave such in the same condition as required for the remainder of the related Leased Property as if originally demised hereinPremises pursuant to Paragraph 5 hereof.

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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇a hazardous or illegal condition, (▇▇▇iii) 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 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 P▇▇▇▇▇▇▇▇ ▇▇a hazardous or illegal condition, (▇▇▇iii) together with any other related Alterations or series of related Alterations, cost in excess of One Hundred Thousand Dollars ($100,000) 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 all Alterations: (1) Tenant shall pay or cause to be paid the entire cost of such Alteration Alterations; (2) Tenant shall take all necessary steps to prevent the imposition of liens against the Premises as a result of such Alterations; (3) Tenant shall obtain and pay for all necessary permits and shall comply with all Insurance Requirements; applicable governmental requirements; (v4) Tenant shall timely cause the construction of Alterations, once commenced, to be diligently pursued to completion; (5) If the Alterations include any changes or new matter which would be shown on an updated ALTA/ACSM Class A Urban survey of the Premises (including Table A and other items customarily required by institutional lenders), then Tenant shall obtain and submit to Landlord and Mortgagee, promptly following substantial completion of the Alterations, a revised ALTA/ACSM Class A Urban survey of the Premises certified, and in a form reasonably satisfactory, to Landlord and Mortgagee; (6) Tenant shall provide Landlord with "as built" plans for all Alterations promptly following substantial completion of the Alterations; and (7) If the Alterations, together with any other related Alterations or series of related Alterations are reasonably expected to cost in excess of One Hundred Thousand Dollars ($100,000) in the aggregate, (i) Tenant shall provide a construction budget showing all "hard" and "soft" costs to be incurred in connection with all such Alterations, plus a reasonable contingency (the "Alterations Budget"), together with evidence reasonably acceptable to the Landlord and any Mortgagee supporting the total costs reflected in the Alterations Budget, which may include, among other things, one or more fixed price or guaranteed maximum price contract(s), completion and labor and materials bonds and costs analyses by reputable architects and engineers, and (ii) Tenant shall demonstrate to the reasonable satisfaction of the Landlord and any first Mortgagee the availability of liquid funds in an amount sufficient to complete such Alterations and pay all costs and expenses in connection therewith, which may be in the form of: (A) a segregated bank account, containing an amount at least equal to the total costs (including contingency) shown in the Alterations Budget, at a bank whose financial condition is reasonably acceptable to Landlord and any first Mortgagee, which account shall be pledged, (including subordination of such bank's rights of setoff with respect to such account) to Landlord and its first Mortgagee as security for the performance by Tenant of its obligation to complete and pay for such Alterations (it being agreed that the funds in any such Alteration account shall be available for application by Tenant to the costs of the Alterations as such costs are incurred, subject to receipt of customary evidence of completion of the work for which payment is being made, receipt of appropriate lien waivers, and the sufficiency of the funds remaining in the account to complete the Alterations); or (B) an irrevocable letter of credit, in an amount at least equal to the total costs (including contingency) shown in the Alterations Budget, from a bank or other financial institution regularly in the business of issuing letters of credit and whose financial condition is reasonably acceptable to Landlord and any first Mortgagee, which letter of credit shall be for a term and otherwise in form and content reasonably acceptable to Landlord and any first Mortgagee and which shall secure the performance by Tenant of its obligation to complete and pay for such Alterations (it being agreed that the amount of such letter of credit may be reduced as costs of the Alterations are paid, subject to receipt of customary evidence of completion of the work for which payment has been made, receipt of appropriate lien waivers, and the sufficiency of the remaining balance of the letter of credit to complete the Alterations); or (C) subject to the further provisions of the last grammatical paragraph of this Paragraph 11, a loan, in an amount at least equal to the total costs (including contingency) shown in the Alterations Budget, from a bank or other financial institution regularly in the business of making loans for construction, alterations, or improvements to commercial or industrial properties and whose financial condition is reasonably acceptable to Landlord and any first Mortgagee, with such loan to be evidenced by legally binding loan documents executed by Tenant and such lender that provide for disbursement of the necessary funds on a regular basis as required for payment of such costs subject only conditions customary for such loans and that are otherwise in a form customary for such loans; or (D) any combination of the facilities described in clauses (A), (B) and/or (C) above. For purposes of this Paragraph 11, the financial condition of a bank or other financial institution shall be reasonably acceptable if it meets guidelines published from time to time by Standard & Poors or another nationally recognized credit rating agency for holders of deposits in connection with issues of rated debt instruments. In addition, any such bank or financial institution shall have its principal offices in the continental United States or shall have substantial branch operations and substantial assets in the continental United States. Notwithstanding anything to the contrary stated in this Paragraph 11, in the event Tenant is required to make Alterations to the Premises in order to comply with any Legal Requirements, Tenant may make or cause to be made such Alterations without the prior written consent of (but upon the prior notification to) Landlord and Mortgagee. Tenant shall (subject to and the maximum extent possible in compliance with all Legal Requirements) satisfy the provisions conditions specified in clauses (1) through (7) of this Paragraph 18) discharge all liens filed against 11 with respect to such Alterations and Tenant shall make or cause to make such Alterations in the affected Leased Property arising out manner which will have the least negative impact on the market value 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 AlterationsPremises. (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 LandlordAfter initially opening the Premises for business, Tenant shall have not make or cause to be made to thc Premises or the right to make Tenant Utility Facilities any Alteration(s) to any Leased Propertyaddition, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Propertyrenovation, in the aggregatealteration, in any calendar year; providedreconstruction or change (collectively, that, Tenant complies with clause (c) of this Paragraph 12."Alterations") (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 continuinginvolving structural changes or additions, (ii) Tenant complies with clause (c) affecting the exterior storefront, fire sprinkler systems, exterior walls, floor slab, or roof of this P▇▇▇▇▇▇▇▇ ▇▇the Premises, (▇▇▇iii) prior to making requiring or resulting in any such Alteration(s)penetration of the roof, Tenant shall provide Landlord with demising walls or floor slab of the plans and specificationsPremises, estimated budgets and proposed schedule without first obtaining the written 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(iv) costing in excess of Five Thousand Dollars ($5,000.00) and not described in clauses (i), (ii) or (iii) above. (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) 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 All Alterations shall be made under the supervision of an a competent licensed architect or competent licensed structural engineer satisfactory to Landlord and shall be made in accordance with plans and specifications which shall be submitted to with respect thereto, approved in writing by Landlord prior to before the commencement of the Alterationswork. (dc) All Tenant shall provide Landlord with not less than fifteen (15) days prior written notice of the commencement of any Alterations (excluding Trade Fixtures installed in the Premises and Landlord shall have the right to enter upon the Premises to post customary notices of non-responsibility with respect thereto. Tenant, at its cost, shall obtain all required governmental permits and approvals for all Alterations and all such Alterations shall be performed strictly in accordance with all applicable laws, ordinances, rules or regulations of any public authority, in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. Construction work in connection therewith) shall become the property of Landlord, with any Alterations shall be free and clear performed in such manner as not to obstruct the access to the Premises or otherwise interfere with the operation of all liens and rights business by any other occupant of others the Project. Such Alterations shall be considered as improvements and shall become a an integral part of the related Leased Property as Premises upon installation thereof and shall not be removed by Tenant; provided, however, if originally demised herein.Landlord elects, Landlord shall have the right to cause Tenant to remove any or all such Alterations upon the expiration of the Lease Term or

Alterations. (a) Upon prior written notice to Landlord, Tenant shall have 24.01 The provisions of “ARTICLE XXIV” of 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 P▇▇▇▇▇▇▇▇▇ ▇▇, (are deemed to be included herein and shall apply as between LANDLORD and TENANT hereunder as if the said “ARTICLE XXIV” were fully set forth herein as a direct obligation between LANDLORD and TENANT hereunder and any obligations of the LANDLORD to the OVERLANDLORD shall be complied with by TENANT and OVERLANDLORD shall have any rights contained in the ▇▇▇) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction ▇▇▇▇▇▇ against TENANT with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayedthe Demised Premises. (c) 24.02 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 addition to and not in compliance with limitation of paragraph “24.01” hereof, TENANT shall submit to LANDLORD for LANDLORD’S and/or OVERLANDLORD’S approval the provisions names of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant TENANT’S contractor who will be responsible for TENANT’S alterations. 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 also deliver to Landlord LANDLORD prior to the commencement of any alterations a contract with TENANT’S contractor setting forth an accurate price for the Alterations. alterations and a Payment and Performance Bond issued by a bonding company reasonably approved by LANDLORD and/or OVERLANDLORD guarantying December 15, 2005 12 /s/ JD Initial /s/ JU the full performance of the work set forth on TENANT’S plans and full payment therefor. In the event that during the course of TENANT’S work there shall be any modifications of said plans, all such modifications (d) All Alterations (excluding Trade Fixtures installed in connection therewithto the extent they increase the contract price) shall become be subject to LANDLORD’S and/or OVERLANDLORD’S prior review and approval and if they increase the property of Landlordcontract price, there shall be free and clear of all liens and rights of others and shall become a part an increase in the amount of the related Leased Property as if Payment and Performance Bond or in the alternative, the Bond shall originally demised hereincovered any and all changes.

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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. (a) Upon prior written notice Tenant may, at its own expense, make such changes, alterations, additions or improvements to the Property subsequent to the Commencement Date ("Alterations") and install such Tenant Property on the Property as will, in the judgment of Tenant, better adapt the same for its needs, provided that Tenant complies with the following provisions: (i) The Alterations shall not result in a violation of or require a change in any certificate of occupancy applicable to the Buildings. (ii) The outside appearance of the Building shall not be materially adversely affected; such Alterations shall not weaken or impair the structure, or materially reduce the value of the Premises or the Building. (iii) No part of the Building outside of the Premises shall be physically affected. (iv) The proper functioning of the building equipment shall not be materially adversely affected. (v) Prior to performing any construction activities, Tenant shall submit to Landlord, for Landlord's review and, if appropriate, approval, three (3) copies of final plans and specifications for the Alterations. (vi) Upon completion of any Alterations (other than decorations), Tenant shall have upon Landlord's request deliver to Landlord three (3) copies of the right to make any Alteration(s"as-built" plans for such Alterations. (vii) to any Leased Property, that are non-structural The Alterations do not cause a violation of existing floor loads within the Premises and do not adversely affect in a material manner the structure of the Buildings. (viii) The cost of which the Alterations does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, One Million and no/100 Dollars ($1,000,000.00) in any calendar year; provided, that, Tenant complies with clause . (cix) The Alterations will not result in an increased burden upon the mechanical systems located within the Buildings. (x) The Alterations will not result in the increased usage of this Paragraph 12chilled water from the Energy Center. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) With respect to any Leased Property, Alterations 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, do not comply with Paragraph 16 (a) (i) no Event of Default has occurred and is then continuing, through 16 (iia) Tenant complies with clause (c) of this P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) prior to making any such Alteration(six), 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, must obtain Landlord's prior written consent which consent shall not be unreasonably withheld, conditioned unreasonably delayed or delayedunreasonably qualified. (c) In the event the cost of the Alteration is in excess of One Million and no/100 Dollars ($1,000,000.00), Tenant shall require its general contractor to post a payment and performance bond and Landlord shall be listed as an additional obligee on such bond. In the event the cost of the Alteration is less than One Million and no/100 Dollars ($1,000,000.00) and Tenant elects to require its general contractor to post a payment and performance bond, Tenant shall have the Landlord listed as an additional obligee on such bond. In addition to the foregoing, in connection with any Alteration: Alterations and in connection with the installation of Tenant's personal property, Tenant shall defend, indemnify and hold Landlord harmless from and against all injuries to persons or property arising as a result of the construction of the Alterations other than injuries arising as a result of the gross negligence or willful misconduct of Landlord's employees, agents, guests, and invitees, which indemnity shall include reasonable attorneys fees and paralegal fees incurred by Landlord in connection with such Alterations. (d) Tenant agrees that all Alterations shall at all times comply with all applicable Legal Requirements (including, if applicable, the Americans with Disabilities Act) and that Tenant, at its expense, shall (i) obtain all necessary municipal and other governmental permits, authorizations, approvals and certificates for the fair market value construction of the affected Leased Property shall not be lessened after the completion of any such AlterationAlterations, or its structural integrity impaired; (ii) deliver a copy of such items to Landlord (iii) cause all such Alterations shall to be performed constructed 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 any increases in Taxes arising as a result of such Alterations. Tenant, at its expense, shall promptly procure the cancellation or discharge of all permits and licenses required in connection notices of violation arising from or otherwise connected with Alterations issued by any such Alteration; (vii) no such Alteration shall create any debt public authority having 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 Alterationsasserting jurisdiction. (de) All Throughout the making all Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlordother than mere decorations, Tenant, at its expense, 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.carry or cause its contractors to carry its workers, compensation insurance in

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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 such 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 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 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, and (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. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. (a) Upon prior written notice to LandlordAs provided in Section 3.4 of the Original Sublease, Tenant Subtenant shall have the no right to make construct or install, or cause to be constructed or installed, any Alteration(s) Alterations, additions or improvements in or to any Leased PropertySuite 200 or Suite 250 unless such Alterations are approved by Sublandlord such consent not to be unreasonably withheld, that are non-structural conditioned or delayed, and Master Landlord. To the cost of which does not exceed extent permitted by Master Landlord and subject to all the Threshold Amount with respect to such Leased Property, terms and conditions set forth in the aggregateTenant Work Letter attached as Exhibit B to the Master Lease (the “Work Letter”), in any calendar year; providedas modified herein, that, Tenant complies with clause Master Landlord shall provide to Subtenant (cor to Sublandlord for disbursement to Subtenant) of this Paragraph 12. a tenant improvement allowance (b“Allowance”) 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 aggregateamount of Six Hundred Thirty-One Thousand Three Hundred Fifty and 00/100 Dollars ($631,350.00) (which equates to Twenty-Five Dollars ($25.00) per rentable square feet of the aggregate rentable square footage of Suite 200 and Suite 250), and such Allowance shall be applied and disbursed in any calendar year; provided, that, accordance with the provisions of the Work Letter. Subtenant acknowledges and agrees that the availability and disbursement of such Allowance to Subtenant is conditioned upon (i) no Event of Default has occurred Master Landlord making such Allowance available to Subtenant or to Sublandlord for disbursement to Subtenant for its Alterations, additions and is then continuing, (ii) Tenant complies with clause (c) of this P▇▇▇improvements to ▇▇▇▇▇ ▇▇, (▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇▇ and (ii) prior the satisfaction of the conditions to making disbursement of such Allowance set forth in the Work Letter, including, without limitation, the condition that any portion of the Allowance that has not been requested within the first eighteen (18) months of the term of the Master Lease shall revert to the Master Landlord and cannot be used by Subtenant. The Work Letter attached as Exhibit B to the Master Lease is incorporated herein by reference and made a part hereof, except that, for purposes of the design, permitting and construction of Alterations, additions or improvements in or on ▇▇▇▇▇ ▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇▇ by or on behalf of Subtenant and/or the disbursement of the Allowance to Subtenant, all references in such Alteration(sWork Letter to Tenant shall mean Subtenant. Subtenant shall timely perform all of its respective obligations set forth in the Work Letter. Except for any of Sublandlord’s obligations to repair and maintain ▇▇▇▇▇ ▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇▇ set forth in the Sublease (and in the Master Lease to the extent not assumed by Subtenant under the Sublease), Tenant Sublandlord shall have no obligation to alter, improve or refurbish Suite 200 or the Expansion Premises as a condition to Subtenant’s leasing of the Expansion Premises or extending the Sublease Term of the Original Sublease as to Suite 200 as provided above. In addition, as a condition to Subtenant’s subleasing of the Expansion Premises or the extension of the Sublease Term of the Original Sublease, Sublandlord shall have no obligation to provide any improvement allowance to Subtenant except as provided in this Section 7. All costs of Alterations, additions or improvements performed, or caused to be performed, by or on behalf of Subtenant in excess of the Allowance disbursed to Subtenant shall be borne solely by Subtenant. Sublandlord hereby approves the drawings for Alterations attached hereto as Exhibit B and the same are also approved as the Final Space Plan (as defined in the Work Letter). Notwithstanding the terms of the immediately preceding sentence, such Alterations referred to in the immediately preceding sentence shall not be undertaken, or caused to be undertaken, by Subtenant unless Master Landlord approves the same in writing and also agrees in writing that such Alterations shall not have to be removed by Subtenant by the expiration or earlier termination of the Sublease. All Alterations that may be installed in or about the Sublease Premises by or on behalf of Subtenant in accordance with the plans drawings for Alterations attached hereto as Exhibit B, shall become the property of Master Landlord and specificationsremain in place at the Sublease Premises following the expiration or earlier termination of the Sublease as to ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇, estimated budgets as applicable, subject to Sublandlord’s final review and proposed schedule of construction with respect thereto, and approval (iv) Landlord shall have consented not 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 final plans and specifications for such Alterations and Master Landlord’s written approval of any such Alteration, or its structural integrity impaired; (ii) all Alterations and written confirmation that such Alterations shall not have 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 removed by Subtenant by the permitted use expiration or earlier termination 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 AlterationsSublease. (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, 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 Landlord's consent for such work must be separately sought and (iii) any such work shall be subject to all the provisions of the Master Lease with clause (c) 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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ & Coppin Co., Inc. has not made investigations or obtained reports regarding the subject matter of this PNotice, 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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. 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 requires that places of public accommodation undertake "readily achievable" removal of communication and access barriers to the disabled. This requirement of Title III of the ADA is effective January 26, 1992. It is important that building owners identify and undertake "readily achievable" removal of any such barriers in the common areas, sidewalks, parking lots and other 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 any improvements installed by lessor and lessee. ▇▇▇) prior to making any such Alteration(s)▇▇▇ & ▇▇▇▇▇▇ Company, Tenant shall provide Landlord with Inc. recommends that both parties seek expert advice regarding 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 implications 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 (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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. The Landlord reserves the right at any time and from time to time (ai) Upon prior written notice to Landlordchange or alter the location, layout, nature or arrangement of the Common Areas or any portion thereof, including but not limited to the arrangement and/or location of entrances, passageways, doors, corridors, stairs, lavatories, elevators, Parking Areas, and other public areas of the Building (collectively referred to herein as the “Overflo Alterations”), and (ii) to construct additional improvements on the Project and make alterations thereof or additions thereto and build additional stories on or in any such buildings adjoining the same; provided, however, that no such change or alteration shall deprive the Tenant of access to the Premises. To the extent that any Overflo Alteration materially impacts Tenant’s right to use the Premises as contemplated in this Lease, Tenant shall have the right to make review and approve such Overflo Alteration, such approval not to be unreasonably withheld. The alterations made in accordance with this Section shall not be included in Operating Costs. Tenant hereby agrees that any Alteration(s) future subdivision of the Project, so as to create two or more separate subdivided lots within the Project, shall not be deemed an Overflo Alteration, and Tenant, therefore, shall have no approval rights over 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 yearfuture subdivision; provided, thathowever, Tenant complies that such waiver does not apply to any improvements made or to be made to the subdivided lots that will conflict with clause (c) the terms of this Paragraph 12Lease. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. 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 P▇▇▇▇▇▇▇▇ ▇▇Paragraph 12, and (▇▇▇iii) 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. (a) Upon prior written notice After completion of the Facility, 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 All repairs and alterations at the Premises shall be done in a good and workmanlike manner and shall be completed in accordance with all Legal Requirements in all material respects and, subject to Landlordthe Permitted Encumbrances, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural free and the cost clear of which does not exceed the Threshold Amount Liens or claims for materials supplied or for labor or services performed in connection with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12repairs and alterations or otherwise. (b) Upon at least 30 days’ Neither Agent’s nor any Lender’s prior written notice approval shall be required in connection with any alterations or repairs to Landlord, Tenant shall have the right to make Improvements (including entering into any Alteration(scontract regarding such alterations or repairs) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 delayeda Material Alteration. (c) In connection with Loan Parties shall not perform any Alteration: Material Alteration without the Requisite Lenders’ prior written consent, which consent shall be conditioned on the satisfaction of the following conditions but shall not be unreasonably withheld or delayed: (i) the fair market value of Requisite Lenders shall have determined in their reasonable discretion that (x) each Loan Party has the affected Leased Property shall not financial resources to complete the Material Alteration on a timely and lien-free basis and (y) the Material Alteration can be lessened after completed prior to the completion of any such Alteration, or its structural integrity impaired; Maturity Date; (ii) if applicable considering the size, scope and nature of the alteration or repair, Agent shall have received architectural or engineering plans and specifications for the Material Alteration and an estimate of the costs and expenses of such Material Alteration, all such Alterations of which shall be reasonably acceptable to Agent and Agent’s construction consultants; (iii) if requested by Agent, Agent shall have received copies of the agreements pursuant to which the Material Alteration shall be done all of which shall be in form and substance reasonably satisfactory to the Requisite Lenders and, which also shall be reasonably satisfactory to the Requisite Lenders as to the party performing the construction obligations thereunder; (iv) Agent shall have received the assignment to Agent of all construction and design-professional contracts related to the Material Alteration, together with the written consent to such assignments by all parties to such contracts (which may be included in any such contract), all of which shall be in form and substance reasonably satisfactory to Agent; (v) with respect to any Material Alteration which is being performed in connection with a good new Lease, such Lease shall have been approved by Agent if required under Section 6.10; (vi) Agent shall have received all authorizations, consents and workmanlike manner, approvals given by and shall be expeditiously completed licenses and permits issued by Governmental Authorities that are required and then obtainable for the performance of the Material Alterations in compliance accordance with all Legal Requirements, each of which shall be reasonably acceptable to Agent and Agent’s construction consultants; (vii) with respect to any proposed Material Alteration which will increase the rentable square footage of the Premises, Agent shall have received evidence reasonably satisfactory to Agent that the Premises, after giving effect to such Material Alteration, comply with applicable zoning regulations; and (iiiviii) no Agent shall have received such other information and documentation as Agent may reasonably request regarding the Material Alteration and the cost thereof. Loan Parties shall not perform any Material Alteration except in compliance with this Section 6.9. After completion of the Material Alteration, Loan Parties shall provide Agent with a copy of the as-built plans and specifications for same, if available. Notwithstanding anything to the contrary set forth herein, the approval by Agent of a Lease in accordance with this Loan Agreement which requires the performance of a Material Alteration shall change constitute approval of such Material Alteration under this Section 6.9 (provided that Loan Parties shall be required to satisfy the permitted use of the affected Leased Property conditions set forth in clauses (as described in Paragraph 4), i) through (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 through (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 6.9(c). (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 LandlordAfter initially opening the Premises for business, Tenant shall have not make or cause to be made to the right to make Premises or the Tenant Utility Facilities any Alteration(s) to any Leased Propertyaddition, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Propertyrenovation, in the aggregatealteration, in any calendar year; providedreconstruction or change (collectively, that, Tenant complies with clause (c) of this Paragraph 12.“Alterations”) (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 continuinginvolving structural changes or additions, (ii) Tenant complies with clause (c) affecting the exterior storefront, fire sprinkler systems, exterior walls, floor slab, or roof of this P▇▇▇▇▇▇▇▇ ▇▇the Premises, (▇▇▇iii) prior to making requiring or resulting in any such Alteration(s)penetration of the roof, Tenant shall provide Landlord with demising walls or floor slab of the plans and specificationsPremises, estimated budgets and proposed schedule without first obtaining the written 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(iv) costing in excess of Five Thousand Dollars ($5,000.00) and not described in clauses (i), (ii) or (iii) above. (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) 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 All Alterations shall be made under the supervision of an a competent licensed architect or competent licensed structural engineer satisfactory to Landlord and shall be made in accordance with plans and specifications which shall be submitted to with respect thereto, approved in writing by Landlord prior to before the commencement of work. (c) Tenant shall provide Landlord with not less than fifteen (15) days prior written notice of the commencement of any Alterations in the Premises and Landlord shall have the right to enter upon the Premises to post customary notices of non-responsibility with respect thereto. Tenant, at its cost, shall obtain all required governmental permits and approvals for all Alterations and all such Alterations shall be performed strictly in accordance with all applicable laws, ordinances, rules or regulations of any public authority, in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. Construction work in connection with any Alterations shall be performed in such manner as not to obstruct the access to the Premises or otherwise interfere with the operation of business by any other occupant of the Project. Such Alterations shall be considered as improvements and shall become an integral part of the Premises upon installation thereof and shall not be removed by Tenant; provided, however, if Landlord elects, Landlord shall have the right to cause Tenant to remove any or all such Alterations upon the expiration of the Lease Term or earlier termination of this Lease pursuant to Section 22.8 below, except, however, that Tenant shall not be required to remove any vault installed in the Premises by Tenant. All improvements to the Premises by Tenant including, but not limited to, light fixtures, floor coverings and partitions and other items comprising Tenant’s Work pursuant to Exhibit C, but excluding trade fixtures and signs, shall be deemed to be the property of Landlord upon installation thereof. Within thirty (30) days after the completion of any Alterations, Tenant shall deliver to Landlord a set of “as built” plans depicting the Alterations as actually constructed or installed. If Tenant shall make any permitted Alterations, Tenant shall carry “Builder’s All Risk” insurance in an amount determined by Landlord covering the construction of such Alterations and such other insurance as Landlord may reasonably require. All of such Alterations shall be insured by Tenant pursuant to Section 14.1(d) immediately upon completion thereof. (d) All Alterations (excluding Trade Fixtures installed in connection therewith) Tenant shall become pay all costs for work performed by or on account of it and shall keep the property of Landlord, shall be Premises and the Project free and clear of all mechanics’ liens and rights or any other liens. Tenant shall give Landlord immediate notice of others and any lien filed against the Premises or the Project as a result of any work of improvement performed by or on behalf of Tenant. Tenant shall become immediately cause any lien to be discharged or removed of record by either paying the amount thereof or recording a part statutory lien release bond in an amount equal to one hundred fifty percent (150%) of the related Leased Property amount of said lien, or such other amount as if originally demised hereinmay be adequate to cause the lien to be released as an encumbrance against the Premises and the Project. If Tenant fails to do so, Landlord shall have the right, but not the obligation, in addition to all other rights and remedies available to Landlord under this Lease, and after ten (10) days prior written notice to Tenant, to either pay and discharge such lien, without regard to the validity thereof, or procure and cause to be recorded a statutory lien release bond and to (i) collect from Tenant as Additional Rent; or (ii) deduct from any tenant improvement allowance or any other amount payable by Landlord to Tenant under this Lease (A) all costs incurred by Landlord in paying and discharging such lien, or in procuring such bond, and (B) all expenses incurred by Landlord in connection with such lien, including attorneys’ fees and costs, recording fees and administrative costs and expenses.

Alterations. Borrower shall not perform or undertake or consent to or permit Operating Lessee or any other Person to perform or undertake any Alteration, except in accordance with the following terms and conditions: (a) Upon prior written notice to Landlord, Tenant The Alteration shall have be undertaken in accordance with 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) applicable provisions of this Paragraph 12Agreement, the other Loan Documents, the Leases and all Legal Requirements. (b) Upon at least 30 days’ prior written notice to Landlord, Tenant No Event of Default shall have occurred and be continuing or shall occur as a result of such action. (c) A Material Alteration, to the right to make extent architects are customarily used for alterations or expansions of those types, but including any Alteration(s) structural change to any Leased Propertyof the Property or the Improvements, shall be conducted under the supervision of an independent architect (“Independent Architect”) and shall not be undertaken until ten (10) Business Days after there shall have been filed with Lender, for information purposes only and not for approval by Lender, detailed plans and specifications and cost estimates therefor, prepared and approved in writing by such Independent Architect. Such plans and specifications may be revised at any time and from time to time, provided that are structural and/or revisions of such plans and specifications shall be filed with Lender, for information purposes only. (d) The Alteration may not in and of itself, either during the cost Alteration or upon completion, be reasonably expected to have a Material Adverse Effect with respect to the Property or adversely affect the annual Net Operating Income following the completion of which exceeds the Threshold Amount for Alteration; provided that if, as reasonably determined by the Lender, such Leased PropertyAlteration would reduce annual Net Operating Income by more than 5% of the projected Net Operating Income during the term of the Alteration, Borrower may proceed with the Alteration provided Borrower delivers to Lender Eligible Collateral in the aggregateamount that the estimated reduction in Net Operating Income resulting from the Alteration exceeds 5% of the projected Net Operating Income as additional security for the Indebtedness, in any calendar year; provided, that, (i) which Eligible Collateral shall be returned to Borrower after evidence of completion of the applicable Alteration and no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. (ce) In All work done 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 Alteration shall be performed with due diligence to final completion in a good and workmanlike manner, all materials used in connection with any Alteration shall be not less than the standard of quality of the materials generally used at the Property as of the date hereof (or, if greater, the then-current customary quality in the sub-market in which the Property is located) and all work shall be performed and all materials used in accordance with all applicable Legal Requirements and Insurance Requirements. (f) The cost of any Alteration shall be promptly and fully paid for by Borrower, subject to the next succeeding sentence. No payment made prior to the Final Completion (excluding punch-list items) of an Alteration or Restoration to any contractor, subcontractor, materialman, supplier, engineer, architect, project manager or other Person who renders services or furnishes materials in connection with such Alteration shall exceed ninety percent (90%) of the aggregate value of the work performed by such Person from time to time and materials furnished and incorporated into the Improvements. (g) With respect to any Material Alteration: (i) Borrower shall have delivered to Lender Eligible Collateral in an amount equal to at least the total estimated remaining unpaid costs of such Material Alteration which is in excess of the Threshold Amount, which Eligible Collateral shall be held by Lender as security for the Indebtedness and released to Borrower as such work progresses in accordance with Section 5.1.22(g)(iii); provided, however, (A) in the event that any Material Alteration shall be made in conjunction with any Restoration with respect to which Borrower shall be entitled to withdraw Net Proceeds pursuant to Section 6.4 hereof (including any Net Proceeds remaining after completion of such Restoration), the amount of the Eligible Collateral to be furnished pursuant hereto need not exceed the aggregate cost of such Restoration and such Material Alteration (in either case, as estimated by the Independent Architect) less the sum of the amount of any Net Proceeds which the Borrower is entitled to withdraw pursuant to Section 6.4 hereof and the Threshold Amount; (B) Borrower shall not be required to deliver to Lender Eligible Collateral as required in subsection (i) above if (1) Manager is in possession of funds sufficient to cover the amount otherwise required to be covered by Eligible Collateral, such amounts are not intended to be used for other purposes under the Annual Budget, and such amounts have been set aside and are not subject to a lien by Manager for any reason, and (2) either (aa) Manager certifies to Lender as to the items set forth in (1) above, or (bb) Borrower delivers to Lender a guaranty of completion from Guarantor as to the Material Alteration; (ii) Prior to commencement of construction of such Material Alteration, Borrower shall deliver to Lender a schedule (with the concurrence of the Independent Architect) setting forth the projected stages of completion of such Alteration and the corresponding amounts expected to be due and payable by or on behalf of Borrower in connection with such completion, such schedule to be updated quarterly by Borrower (and with the concurrence of the Independent Architect) during the performance of such Alteration. (iii) Any Eligible Collateral that a Borrower delivers to Lender pursuant hereto (and the proceeds of any such Eligible Collateral) shall be invested (to the extent such Eligible Collateral can be invested) by Lender in Permitted Investments for a period of time consistent with the date on which the Borrower notifies Lender that the Borrower expects to request a release of such Eligible Collateral in accordance with the next succeeding sentence. From time to time as the Material Alteration progresses, the amount of any Eligible Collateral so furnished may, upon the written request of Borrower to Lender, be withdrawn by Borrower and paid or otherwise applied by or returned to Borrower in an amount equal to the amount Borrower would be entitled to so withdraw if Section 6.4 were applicable, subject to the satisfaction of the conditions precedent to withdrawal of funds set forth in Sections 6.4 hereof (other than those condition unique to a Casualty or Condemnation Restoration). In connection with the above-described quarterly update of the projected stages of completion of the Material Alteration (as concurred with by an Independent Architect), Borrower shall increase (or be permitted to decrease, as applicable) the Eligible Collateral then deposited with Lender as necessary to comply with Section 6.4 hereof. (iv) At any time after final completion of such Material Alterations, the whole balance of any Cash deposited with Lender pursuant to this Section 5.1.21 then remaining on deposit may be withdrawn by Borrower and shall be expeditiously paid by Lender to Borrower, and any Eligible Collateral so deposited shall, to the extent it has not been called upon, reduced or theretofore released, be released by Lender to Borrower, within ten (10) days after receipt by Lender of an application for such withdrawal and/or release and satisfaction of each of the following conditions, as certified by an Officer’s Certificate that such statements are true, and as to the following clauses (A) and (B) of this clause also a certificate of the Independent Architect: (A) such Material Alteration(s) shall have been completed in all material respects in accordance with any plans and specifications therefor previously filed with Lender under Section 5.1.21(c) hereof; (B) that to the Best of Borrower’s Knowledge and the knowledge of the certifying person (x) such Material Alteration(s) has been completed in compliance with all Legal Requirements; , and (iiiy) to the extent required for the legal use or occupancy of the portion of the Property affected by such Alteration(s), the applicable Borrower has obtained a temporary or permanent certificate of occupancy (or similar certificate) or, if no such Alteration shall change certificate is required, a statement to that effect; (C) that to the permitted use best of Borrower’s knowledge and the knowledge of the affected Leased certifying person, all amounts that a Borrower is or may become liable to pay in respect of such Material Alteration(s) through the date of the certification have been paid in full or adequately provided for and, to the extent that such are customary and reasonably obtainable by prudent property owners in the area where the applicable Property is located, that Lien waivers have been obtained from the general contractor and subcontractors performing such Alteration(s) or at its sole cost and expense, Borrower shall cause a nationally recognized title insurance company to deliver to Lender an endorsement to the Title Policy, updating such policy and insuring over such Liens without further exceptions to such policy other than Permitted Encumbrances, or shall, at its sole cost and expense, cause a reputable title insurance company to deliver a lender’s title insurance policy, in such form, in such amounts and with such endorsements as the Title Policy, which policy shall be dated the date of completion of the Material Alteration and shall contain no exceptions other than Permitted Encumbrances; provided, however, that if, for any reason, Borrower are unable to deliver the certification required by this clause (as described in Paragraph 4C) with respect to any costs or expenses relating to the Alteration(s), then, assuming Borrower are able to satisfy each of the other requirements set forth in clauses (ivA) all work done in connection with any and (B) above, Borrower shall be entitled to the release of the difference between the whole balance of such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay Eligible Collateral and the total of all costs and expenses to which Borrower are unable to certify; and (D) that to the best of any such Alteration Borrower’s Knowledge and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out knowledge of the same; (vi) Tenant shall procure certifying person, no Event of Default has occurred 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 Alterationsis continuing. (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 P▇▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. (a) Upon prior written notice Tenant shall not make any Alterations which would impair the structural integrity of the Leased Premises. Subject to Landlordthe restrictions and limitations of the preceding sentence of this Paragraph 13(a), Tenant shall have the right to may make any Alteration(s) to any Leased Property, that are non-structural and interior 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 (cprovisions of Paragraph 13(b) of this Paragraph 12hereof. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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; (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 1819 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 and No/100 Dollars ($1,000,000.00) under the supervision of an architect or engineer and and, in accordance with plans and specifications which shall be submitted to Landlord for approval prior to the commencement of the Alterations. Such approval not to be unreasonably withheld and any disapproval must be in writing and state all reasons for any such disapproval. (dc) All Alterations Tenant hereby grants, conveys and transfers to Landlord all of Tenant's right, title and interest in and to the Improvements (excluding Trade Fixtures installed in connection therewith) whether now existing or hereafter constructed), and Tenant agrees that any and all Improvements of whatever nature at any time constructed, placed or maintained upon any part of the Land shall become be and remain the property of Landlord, shall be free subject to Tenant's rights under this Lease. Tenant agrees to execute, acknowledge, deliver and clear file all documents necessary or appropriate to effect the purposes of all liens and rights of others and shall become a part of the related Leased Property as if originally demised hereinthis Paragraph 13(c).

Alterations. Section 5.1. Tenant shall not make any Alterations that affect the load-bearing walls, curtain wall, columns, foundation or other structural elements of any of the Improvements (a) Upon “Structural Alterations”), without Landlord’s prior written notice consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. Subject to Landlordthe provisions of this Article 5, Tenant shall have the right to make any Alteration(s) Alterations to any Leased Propertythe Improvements, that are non-structural and other than Structural Alterations, without the cost prior written consent of which does not exceed the Threshold Amount with respect to such Leased PropertyLandlord, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12. (b) Upon at least 30 days’ but upon prior written notice to Landlord. Section 5.2. Tenant agrees and, during the performance of any Alteration, including any Structural Alteration to which Landlord has given its prior written consent, Tenant shall have the right be deemed to make any Alteration(s) represent and warrant to any Leased PropertyLandlord, 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 such Alteration: (ia) the fair market value of the affected Leased Property applicable Premises and the Improvements located thereon shall not be lessened materially reduced after the completion of any such Alteration, or its nor shall the structural integrity impairedof the Improvements located thereon be impaired or adversely affected; (iib) the Alteration and any Alterations theretofore made or thereafter to be made shall not in the aggregate reduce the square foot area of the Improvements by more than ten percent (10%); (c) all such Alterations shall be performed in a good and workmanlike mannermanner (the quality of materials and workmanship being at least equal to that currently existing in the applicable Improvements), and shall be expeditiously completed in compliance with all Legal RequirementsLaws and the provisions of this Lease; (iiid) no such Alteration shall change the permitted use 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 RequirementsPremises; (ve) 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 the affected Leased Property any Premises arising out of the samesame as provided in Section 5.5; (vif) Tenant all such Alterations shall procure become a part of the Improvements and pay for all permits and licenses required in connection with any such Alterationshall be subject to this Lease; (viig) the Alteration will not materially impair the utility, useful life or operation of such Improvements or any other portion of the applicable Premises; (h) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property all or any portion of such Premises, and (viiii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased PropertyStructural Alteration, such Structural Alteration shall be made in accordance with plans and specifications therefor approved by Landlord and the provisions of Section 5.3. No Alteration that does not satisfy all of the foregoing requirements of this Section 5.2 shall be made without Landlord’s prior written consent, which consent may be granted or withheld in Landlord’s sole discretion. Section 5.3. Prior to making any Structural Alterations, Tenant shall (a) submit to Landlord, for Landlord’s written approval, detailed plans and specifications therefor in form satisfactory to Landlord, together with a certificate from an architect and/or engineer licensed in the State in which the applicable Premises are located stating that such Structural Alterations, if constructed in accordance with the proposed plans and specifications, will not adversely affect the structural integrity or Building Systems of the Improvements and will conform with all applicable Laws, (b) if such Structural Alterations require a filing with any Governmental Authority or require the consent of such authority, then such plans and specifications shall (i) be prepared and certified by a registered architect or licensed engineer, and (ii) comply with all Laws to the extent necessary for such governmental filing or consent, (c) at its expense, obtain all required permits, approvals and certificates, (d) furnish to Landlord duplicate original policies or certificates of insurance which evidence worker’s compensation coverage (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations), comprehensive general liability insurance (including property damage coverage), comprehensive form automobile liability insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and any Mortgagee and Superior Lessor as an additional insured, and (e) with respect to any Alteration costing more than $1,000,000.00 to complete, furnish to Landlord such evidence of Tenant’s ability to complete and to fully and completely pay for such Alteration as is satisfactory to Landlord. All Structural Alterations shall be made planned and constructed under the supervision of an architect or and/or engineer licensed in the State in which the applicable Leased Premises are located. Upon completion of any Structural Alteration, Tenant, at its expense, shall promptly obtain certificates of final approval of such Structural Alteration as may be required by any Governmental Authority, and in accordance shall furnish Landlord with copies thereof, together with “as-built” plans and specifications which for such Structural Alterations prepared on an Autocad Computer Assisted Drafting and Design System, Version 12 or later (or such other system or medium as Landlord may accept in Landlord’s sole discretion). Tenant shall be submitted to promptly reimburse Landlord, as Additional Rent within ten (10) days after demand, for all costs and expenses incurred by Landlord prior to the commencement in connection with Landlord’s review of the AlterationsTenant’s plans and specifications. (d) Section 5.4. All of Tenant’s Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord upon the expiration or sooner termination of this Lease and, upon the Expiration Date or earlier termination of the Term, (a) Tenant shall remove Tenant’s Property from the Premises, and (b) unless Landlord notifies Tenant no later than thirty (30) days prior to the Expiration Date that any of Tenant’s Alterations shall not be removed from the Premises, Tenant shall remove Tenant’s Alterations from the Premises, at Tenant’s sole cost and expense. Tenant shall repair any damage to the Improvements caused by the removal of Tenant’s Property and Tenant’s Alterations in a good and workmanlike manner and, upon the expiration or sooner termination of this Lease, shall restore the Improvements to their condition as existing on the date hereof (reasonable wear and tear excepted). Any of Tenant’s Alterations or Tenant’s Property not so removed by Tenant at or prior to the Expiration Date or earlier termination of the Term shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or be removed from the Premises by Landlord at Tenant’s expense. The provisions of this Section 5.4 shall survive the expiration or earlier termination of this Lease. Section 5.5. If, because of any act or omission of Tenant or any Tenant Party, any mechanic’s lien, U.C.C. financing statement or other lien, charge or order for the payment of money shall be free filed against Landlord, or against all or any portion of any Premises, Tenant shall, at its own expense, cause the same to be discharged of record, by bonding or otherwise, within thirty (30) days after the filing thereof, and clear of Tenant shall indemnify, defend and save Landlord harmless against and from all liens costs, expenses, liabilities, suits, penalties, claims and rights of others demands (including reasonable attorneys’ fees and shall become a part of the related Leased Property as if originally demised hereindisbursements) resulting therefrom.

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 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 P▇▇▇▇▇▇▇▇ ▇▇Paragraph 12, and (▇▇▇iii) 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. 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 Landlorda. Except as set out in clause 23(b), Tenant shall have the right tenant agrees not to make any Alteration(srenovation, alterations or addition to the Premises without prior written consent of the Landlord (which the Landlord may give or withhold in its absolute discretion) b. The Tenant agrees not to make any renovation, alterations or additions to the Premises which is a ‘minor change’ within the meaning ascribed to that term by section 42B of the RTA without the Landlord’s prior written consent, which the Landlord shall not unreasonably withhold provided the following conditions are satisfied: i. The Tenant must first provide the Landlord with sufficient plans and specifications (including colours, if applicable) as the Landlord may reasonably require in order for the Landlord to properly consider the Tenant’s request; ii. The Tenant agrees to carry out the minor change, or procure it be carried out, in a good quality manner; iii. The Tenant agrees, if requested by the Landlord, to have the minor change carried out by the Landlord’s contractor at the Tenant’s cost. c. If any Leased Property, that are non-structural and tenancy works have been carried out under clauses 23(a) or 23(b) during the cost term of which does not exceed the Threshold Amount with respect to such Leased Propertythis tenancy (including, in the aggregateevent the tenancy is transferred or assigned under clause 7, by any preceding Tenant) then the Tenant shall reinstate at the end of the tenancy as set out in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 1223(d). (b) Upon at least 30 days’ prior written notice to Landlord, d. The Tenant shall have reinstate any tenancy works by the right to make any Alteration(s) to any Leased Propertyend of the tenancy (unless the Landlord has notified the Tenant, 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 that it does not require this to be unreasonably withheld, conditioned or delayed. done) and deliver the Premises back to the Landlord in the same condition (cincluding colour) In connection with any Alteration: as at the commencement date (i) fair wear and tear excepted). If the fair market value Tenant has failed to reinstate by the end of the affected Leased Property shall not be lessened after tenancy (time of the completion of essence) then any such Alterationcosts incurred by the Landlord, or its structural integrity impaired; losses suffered (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 4lost rent), (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 may be recoverable by the provisions of Paragraph 18) discharge all liens filed against Landlord from 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 AlterationsTenant. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 plans the terms and specifications which 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 submitted to Landlord prior in an amount equal to the commencement excess of the AlterationsRemaining 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. (db) All Alterations With respect to any alteration proposed by Borrower which requires Lender's prior approval pursuant to Section 5. (excluding Trade Fixtures installed 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 connection therewithsuch detail) 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.reasonably requested by Lender in order to evaluate such proposed

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 P▇▇▇▇▇▇▇▇ ▇▇, structural Alterations to the Property costing less than $1,000,000 (▇▇▇the "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 (cwhether consent is necessary or not) In connection with any Alteration: shall (i) impair in any material respect the utility, remaining useful life, or current or residual fair market value of the affected Leased Property shall not be lessened after Property, in each case assuming that the completion of any such AlterationImprovements are then being operated and maintained in accordance with this Article 8, or its structural integrity impaired; (ii) all such Alterations shall cause the Property 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 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 done in connection with any already performed or being performed unless such work either violates the terms of this Lease or violates Applicable Law. (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 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 with drawings for non-structural Alterations and with plans prepared by a certified architect or civil engineer and in accordance with plans and specifications which who shall be submitted to Landlord prior licensed in the appropriate jurisdiction to the commencement extent required for the filing of the Alterations. (d) All Alterations (excluding Trade Fixtures installed any plans 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.connection

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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. Section 6.1. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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) all such Alterations the strength of the Building shall not be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirementsaffected; (iii) no such Alteration shall change the permitted use structural parts of the affected Leased Property (as described in Paragraph 4), Building shall not be adversely affected; (iv) all work done 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 connection 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 Alteration 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 Insurance Requirements; other requirements of this Article 6. (v1) Prior to making any Alterations, Tenant shall timely pay (i) submit to Landlord three (3) sets of detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings), that comply with all costs Requirements, for each proposed Alteration, and expenses of 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, (subject 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 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 Tenant’s contractors and pay for all permits and licenses required subcontractors, in connection with any such Alteration; ) and commercial general liability insurance (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property including premises operation, bodily injury, personal injury, death, independent contractors, products and (viiicompleted 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 case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount layout plans for the affected Leased PropertyInitial 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(l) (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 engineer and contractor) is less than Twenty-Five Thousand ($25,000) Dollars, either individually or in accordance 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 which referred to in subsection (B) (1) (i) (unless required by any Requirements), but in lieu of such detailed plans and specifications, Tenant shall be submitted submit to Landlord prior three (3) sets of documentation sufficient adequately to the commencement inform Landlord and its architect and engineer of the AlterationsAlterations proposed to be made by Tenant. (d2) All 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 (excluding Trade Fixtures installed specifying the reasons for such disapproval) of the Alterations shown in connection therewithsuch plans and specifications. If Landlord fails to approve or disapprove (specifying the reasons for such disapproval) shall become Tenant’s plans and specifications within the property of Landlordtime period specified in the preceding sentence, Tenant shall be free entitled to send Landlord a notice stating in capitalized and clear 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 all liens such notice, Tenant’s plans and rights of others and specifications shall become a part of the related Leased Property as if originally demised hereinbe deemed approved.

Alterations. a. Tenant shall not make Alterations which would (aafter the completion thereof) Upon impair the structural integrity of the Leased Premises, without Landlord's written consent. Tenant may make any other Alterations without the prior written notice consent of the Landlord provided such Alterations comply with all of the provisions of the following paragraph. b. In the event that Landlord gives its prior written 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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; (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. 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 P▇▇▇▇▇▇▇▇ ▇▇Agreement, 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, (▇▇▇iii) 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. Borrower may, without L▇▇▇▇▇’s consent, perform (or permit Owner to perform) alterations to the Improvements and Equipment which (a) Upon prior written notice to Landlorddo not constitute a Material Alteration, Tenant shall have (b) do not materially and adversely affect Borrower’s or Owner’s financial condition, the right to make any Alteration(s) to any Leased Property, that are non-structural value of the Property or the net operating income of the Property 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 ordinary course of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this PB▇▇▇▇▇▇▇▇ ▇▇, ’s or Owner’s business. Borrower shall not perform (and shall not permit Owner to perform) any Material Alteration without L▇▇▇) ▇▇’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 in writingwritten consent, which consent shall not be unreasonably withheld, conditioned or delayed. (c) . In connection with any Material Alteration: , (i) at Lender’s election, if the fair market value of aggregate cost for the affected Leased Property Material Alteration is expected to exceed $[***], (A) Lender shall have received and approved (which approval shall not be lessened after unreasonably withheld or delayed), any general contractor’s agreement, architect’s agreement and the completion plans and specifications for such work prepared by a licensed architect, in such instances where it is customary to have such plans and specifications prepared by a licensed architect (e.g., work of a structural nature), and (B) Lender shall have approved (which approval, including as to any reasonable list of proposed general contractors or architects submitted by B▇▇▇▇▇▇▇, shall not be unreasonably withheld or delayed) the general contractor and architect retained for such Alteration, or its structural integrity impairedwork; (ii) all such Alterations shall be performed in a good and workmanlike mannerif, 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 work the cost of which equals or exceeds $[***], L▇▇▇▇▇ has retained a Construction Consultant (at Borrower’s sole cost and expense) to monitor the work in question, Lender shall have received a report from such Alteration shall comply with Construction Consultant that all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and the work completed has been done substantially in compliance with the provisions of Paragraph 18approved plans and specifications and applicable Legal Requirements; and (iii) discharge all liens filed against Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender security for the affected Leased Property arising out payment of the same; cost of such Material Alteration in an amount equal to one hundred ten percent (vi110%) Tenant of the cost of the Material Alteration as reasonably and in good faith estimated by L▇▇▇▇▇, which amount shall procure periodically be disbursed to Borrower during the course of such Material Alteration in accordance with the procedures and pay requirements set forth in Section 3.5(b) of the Mortgage Loan Agreement relating to disbursement of funds for Approved Capital Expenses. (provided, however, that no such security will be required if Owner has provided adequate security for the same to Mortgage Lender in accordance with the Mortgage Loan Documents). Upon substantial completion of the Material Alteration, Borrower shall (or shall cause Owner to) provide evidence reasonably and in good faith satisfactory to Lender that (x) the Material Alteration was constructed in accordance with applicable Legal Requirements in all permits material respects and licenses required substantially in accordance with the plans and specifications approved by Lender, if applicable, (y) 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 an Unconditional Lien Waiver (unless the requested disbursement shall be used to pay for such Material Alteration expenses directly (and not reimburse Borrower for the expenses previously paid for by B▇▇▇▇▇▇▇), in which case Borrower shall be required to deliver such items with respect to the expenses which was the subject of the previous disbursement and a Conditional Lien Waiver with respect to the requested items to be paid for from the requested disbursement) and (z) all material Licenses necessary for the use, operation and occupancy of the portion of the Property that is the subject of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. Borrower shall reimburse Lender within thirty (30) days of written demand for all out-of-pocket costs and expenses (including the reasonable fees of Construction Consultant and any such Alteration; (vii) no such Alteration shall create any debt architect, engineer or other encumbrance(sprofessional engaged by L▇▇▇▇▇) on the affected Leased Property and (viii) actually incurred by L▇▇▇▇▇ 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 reviewing plans and specifications which or in making any determinations necessary to implement the provisions of this Section 5.4.2. The engagement of any Construction Consultant shall be submitted to Landlord prior subject to the commencement terms and conditions of the AlterationsSection 2.9.8 hereof. (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 the right to make any Alteration(s) to any Leased Property, and construct additional Improvements 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 market value of Default has occurred and is then continuingthe Premises shall not be lessened thereby, (ii) Tenant complies such work shall be expeditiously completed in a good and workmanlike manner and in compliance with clause all applicable Legal Requirements and the requirements of all insurance policies required to be maintained by Lessee hereunder, and (ciii) no Improvements shall be demolished, except interior non-structural portions of this Pthe Improvements in the ordinary course of business and use of the space in the Premises, unless ▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) '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 consent shall have consented to such Alterations in writingbeen obtained, which consent shall not be unreasonably withheld. All such additions and alterations shall be and remain part of the realty and the property of ▇▇▇▇▇▇ and shall be subject to this Lease. Lessee may place upon the Premises any inventory, conditioned trade fixtures, machinery or delayedequipment belonging to Lessee or third parties ("Trade Fixtures") and may remove the same at any time during the term of this Lease. Lessee shall repair any damage to the Premises caused by such removal. (cb) In connection Lessor and ▇▇▇▇▇▇ contemplate that, after the commencement of the Primary Term, Lessee may desire to construct additional improvements on the Premises. Lessee may, but shall not be required to, request Lessor to arrange for the financing of construction on the Premises not required under paragraphs 9 and 11 of this Lease. Such request shall set forth in reasonable detail the estimated amount of such costs and expenses, such amount to be not less than $500,000. Upon receipt of such request, ▇▇▇▇▇▇ agrees to make every reasonable effort to arrange for the financing of such improvements on terms and conditions satisfactory to Lessor and ▇▇▇▇▇▇. Lessor and ▇▇▇▇▇▇ shall negotiate in good faith concerning the financing of construction of such improvements and the amendment of the rental provisions of this Lease, having regard to then existing economic, financial and money market conditions. Since the likely principal source of funds to finance such costs and expenses will be the sale of notes by Lessor, the parties hereto recognize that such amendment of the rental provisions of this Lease must be of such nature as to permit the sale of such notes or other debt obligations. Lessor shall incur no liability by reason of its inability to arrange for such financing, and this Lease shall continue in full force and effect notwithstanding such inability. If Lessor shall be unable to arrange such financing, ▇▇▇▇▇▇ shall then have the option to purchase the interests of Lessor in the Unimproved Land (as hereinafter defined) as herein provided. Lessee shall have the option, exercisable on any Payment Date and upon not less than 210 days prior written notice to Lessor, if such proposed improvements are to be either contiguous to any of the Improvements or freestanding upon land constituting part of the Premises, to purchase and acquire, free of this Lease and the Mortgage (as hereinafter defined), so much of the unimproved land portion of the Premises (the Unimproved Land) as is necessary for the construction and operation of such proposed improvements with any Alteration: access to and from a public street and easements for the maintenance of utilities and as shall be of sufficient size to comply with applicable subdivision and zoning requirements, provided, however, and upon the condition that the portion of the Premises remaining subject to this Lease after such acquisition shall (i) be capable of being operated as a separate economic unit without additional cost to Lessor, (ii) be a single parcel of land, (iii) include the buildings located on the land described in Schedule A at the commencement of the term of this Lease (or the replacements of such buildings), (iv) have adequate access to and from public streets and easements for the maintenance of all utilities, and (v) not be in violation of any applicable law, rule, regulation, ordinance, covenant or restriction and provided further that (x) neither the value nor the use of the Premises remaining subject to this Lease shall be adversely affected by such acquisition and (y) this Lease shall continue in full force and effect with respect to such remaining portion. The purchase price for the Unimproved Land shall be the greater of (x) the product of $3,556,995 multiplied by a fraction, the denominator of which is the number of square feet of land contained in the Premises on the date this Lease commences and the numerator of which is the number of square feet of Unimproved Land and (y) the fair market value of such portion, as determined by Lessor and Lessee, and in the affected Leased Property event of their failure to agree, as determined by appraisers selected in the manner provided in paragraph 13. ▇▇▇▇▇▇ agrees that it shall bear the costs of such appraisals. If Lessee shall exercise the option contained in the second preceding paragraph, then on the Payment Date designated in the notice electing such option, there shall be conveyed and assigned to Lessee, in accordance with paragraph 15, ▇▇▇▇▇▇'s interest in the Unimproved Land against payment by ▇▇▇▇▇▇ of the purchase price therefor, and this Lease shall terminate with respect to the Unimproved Land except with respect to obligations and liabilities of Lessee under this Lease, actual or contingent, which have arisen on or prior to such Payment Date. The options assigned and created hereby are exercisable only so long as this Lease is in effect; and ▇▇▇▇▇▇ and Lessee agree that Lessee shall exercise such rights only if Lessee is not be lessened in default hereunder. The options assigned and created hereby shall expire upon the termination of this Lease. After the purchase of any Unimproved Land (i) each installment of Basic Rent payable on or after the completion first Payment Date occurring one month or more after the date of any such Alterationpurchase shall be reduced by an amount determined by multiplying such purchase price by .9492% with respect to the first 10 years of the Primary Term, or its structural integrity impairedby 1.0750% with respect to the next 5 years, by 1.1342% with respect to the remaining 10 years of the Primary Term; and (ii) all such Alterations Schedule C shall be performed in recomputed to reflect at each period a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change dollar amount representing the permitted use present value of the affected Leased Property remaining instalments of Basic Rent (as reduced as described in Paragraph 4)above) during the Primary Term of this Lease using a discount rate of .9325% per month. Notwithstanding the foregoing, (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 computation 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) additional rent based on the affected Leased Property and (viii) increases in the case of any Alteration the estimated cost of which Consumer Price Index, as set forth in any one instance exceeds the Threshold Amount for the affected Leased PropertySchedule B, 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 hereinthere were no changes in the Basic Rent under this paragraph or under paragraph 11.

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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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-▇▇▇▇▇▇▇▇▇ 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, 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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. The cost of any Trade Fixtures installed by Tenant shall not be considered an Alteration for purposes of this Section 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 P▇▇▇▇▇▇▇▇ ▇▇Paragraph 12, and (▇▇▇iii) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed. (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 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 solely 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 (excluding Trade Fixtures) 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. (e) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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. Section 6.01 The provisions of this Article shall apply to the Initial Construction, except to the extent Article V may impose a higher standard, as well as all other Alterations. Section 6.02 Tenant may, at its sole option and at its sole cost and expense, make any additions, replacements, changes, alterations, installations, repairs or improvements to the Premises (the “Alterations”) that Tenant, in its sole discretion, deems necessary or appropriate; except that Tenant shall not, without Landlord’s consent, which may be granted or denied in Landlord’s absolute discretion: (a) Upon prior written notice demolish all or substantially all of the Improvements, (b) alter the Improvements so as to Landlordreduce the aggregate rentable square footage of the Improvements, 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) reduce the height 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, thatImprovements, (id) no Event alter the Improvements so as to adversely affect the structural integrity of Default has occurred and is then continuingthe Improvements, or (iie) Tenant complies with clause (c) alter the nature of this Pthe Facility from the nature of the Facility required to be constructed under Section 5.02. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 ’s consent shall not be unreasonably withheld, conditioned withheld or delayeddelayed to any of the Alterations described in clauses (a) – (d) if such Alterations result from a material casualty not caused by Tenant or from a condemnation. (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 Section 6.03 All 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)applicable Laws, (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 requirements of Paragraph 18) discharge any Leasehold Mortgage, Fee Mortgage and/or Subjected Fee Mortgage, and shall conform in all liens filed against material respects with the affected Leased Property arising out of plans and specifications approved by the same; (vi) Building Department and, if applicable, the Landlord. Tenant shall procure complete all Alterations with reasonable diligence and pay for shall, promptly after completion of such Alterations, obtain all permits certificates, sign-offs, licenses, permits, and licenses approvals required by Law to be obtained with respect to the Alterations and with respect to all equipment, machinery and fixtures installed in connection with the Alterations. All materials, fixtures, machinery and equipment to be installed in the Improvements shall be of good quality and new. Section 6.04 Tenant shall design and plan the staging of all work at the Premises, and perform all construction at the Premises, with the highest degree of care so as to ensure the safety of persons and property at and around the Premises. Tenant shall take appropriate action to ensure that all improvements owned by adjacent property owners shall not be damaged or disturbed. Section 6.05 Tenant shall not commence any Alterations until Tenant has met all of the following conditions: (a) ▇▇▇▇▇▇ has obtained all permits, approvals, and authorizations required by the Building Department and all other Governmental Authorities for the Alterations; and (b) With respect to Alterations made after the Initial Construction, (i) Tenant has caused its general contractors, construction managers, architects, engineers, and subcontractors to obtain the insurance described in Exhibit 7, subject to Landlord’s right to reasonably increase the limits of such Alteration; (vii) no insurance and to require such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and additional coverages as may be Customary, and (viiiii) Tenant has delivered to Landlord certificates (in form reasonably acceptable to Landlord) evidencing such required insurance; and (c) Tenant has obtained the case of any Alteration insurance required by Section 6.06 below, and has delivered to Landlord certificates (in form reasonably acceptable to Landlord) evidencing such insurance; and (d) ▇▇▇▇▇▇’s design-builder, construction manager, contractors, and subcontractors have furnished to Landlord the estimated cost of which indemnification agreement described in any one instance exceeds Exhibit 7 annexed hereto; and (e) If Landlord’s consent is required for such Alterations, Landlord has consented to 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 final plans and specifications which for the proposed Alterations; and (f) If the aggregate cost of the Alterations exceeds $ , ▇▇▇▇▇▇ has delivered to Landlord the Construction Security described in Section 6.07 below. Section 6.06 Tenant shall be submitted maintain during any period that Tenant is engaged in performing Alterations, and shall deliver to Landlord prior to commencing the commencement Alterations, the following insurance: (a) At all times during construction, (x) owner’s contingent or protective liability insurance covering claims not covered by the Liability Policy described in Article IX, and (y) if the Property Damage Policy provided in Article IX does not provide protection, builder’s risk insurance insuring against “all risks” (including terrorism and bioterrorism) to the Improvements and Personal Property, with (i) an agreed amount endorsement waiving co- insurance provisions, (ii) engineer’s and architect’s errors and omissions insurance with a general aggregate limit of at least $1,000,000. Such builder’s risk insurance shall include coverage against collapse, those coverages available under the so-called Installation Floater, damage or destruction of the AlterationsAlterations (including the Facility while under construction), machinery, tools and/or equipment at the construction site, and damage or destruction to materials and supplies to be used or incorporated in the construction that are at or near the Premises. Such builder’s risk insurance shall be written on a completed value basis (non- reporting full coverage), be in an amount not less than the total value of all Alterations under construction, have a deductible no greater than $25,000.00, permit partial or full occupancy of the Premises, include waiver of subrogation in favor of Landlord, and shall be in form, with companies, for periods and in amounts reasonably required by Landlord. (db) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become If the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part reasonably estimated cost of the related Leased Property Alterations exceeds an amount equal to the product of Section 6.07 If the aggregate cost of the proposed Alterations, as if originally demised herein.reasonably estimated, exceeds

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 P▇▇▇▇▇▇▇▇ ▇▇may make non-structural and structural Alterations to the Property, (▇▇▇) 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. Tenant shall make no alterations, installations, additions, or improvements in or to the Premises or place signs on the Premises which are visible from outside the Premises, without Landlord's prior written consent. All alterations, installations, additions or improvements, other than moveable furniture and moveable trade fixtures, made by Tenant to the Premises shall remain upon and be surrendered with the Premises and become the property of Landlord at the expiration or termination of this Lease or the termination of Tenant's right to possession of the Premises; provided, however, that Landlord may require Tenant, at Tenant's cost, to remove any or all of such items that are not Building Standard upon the expiration or termination of this Lease or the termination of Tenant's right to possession of the Premises. All work performed by Tenant with respect to the Premises shall (a) Upon prior written notice be performed so as not to alter the exterior appearance of the Building, (b) be preformed by a contractor approved in writing by 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) be performed so as not to adversely affect the structure or safety of this Paragraph 12. the Building, (bd) Upon at least 30 days’ comply with all building, safety, fire, and other codes and governmental and insurance requirements, (e) be performed so as not to result in any usage in excess of Building Standard of water, electricity, gas, heating, ventilating, or air conditioning (either during or after such work) unless prior written notice arrangements reasonably satisfactory to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that Landlord 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction made with respect thereto, (f) be completed promptly 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 (g) be performed in such a manner that no valid mechanic's, materialman's, or other similar liens attached to Tenant's leasehold estate and in no event shall Tenant permit, or 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)authorized to permit, (iv) all work done in connection with any such Alteration shall comply liens (valid or alleged) or other claims to be asserted against Landlord or Landlord's rights, estates, and interests with respect to the Project or this Lease. In all Insurance Requirements; (v) events, Tenant shall timely pay not be entitled to perform any work unless and until Tenant has obtained and furnished to Landlord an appropriate ▇▇▇▇▇▇▇'▇ compensation policy covering all costs workmen and expenses of any such Alteration a general liability policy naming Landlord as a co-insured with policy limits not less than $1,000,000. Landlord may require, at Tenant's sole cost and shall (subject expense, a lien and completion bond in an amount equal 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 any improvements, additions or alterations in the Premises 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 Alterationshave been approved by Landlord. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 P▇▇▇▇▇▇▇▇ ▇▇Paragraph 12, and (▇▇▇iii) 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. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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 9.2.1. The Tenant shall not make any Alterations without on each occasion obtaining Landlord's prior written notice to consent thereto; provided, Tenant may make non-structural Alterations (meaning Alterations which do not involve the change, alteration or modification of the roof, foundation, exterior walls and structural components of the Building or of any Building systems or facilities) which, for any one project, cost less than $50,000 without Landlord's prior consent, however, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural promptly provide Landlord with written notice of such work 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 12its scope. (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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) prior to making any such Alteration(s), 9.2.2. Tenant shall provide Landlord with plans, specifications and other documents as may be reasonably required by Landlord in connection with the plans consideration of such consent; and specifications, estimated budgets all costs (including reasonable attorneys' fees) incurred by Landlord in connection with the consideration of such consent (whether or not such consent is given) shall be home by Tenant and proposed schedule of construction with respect thereto, and (iv) shall promptly be paid by Tenant to Landlord. 9.2.3. If Landlord shall have consented consents in writing 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 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 accordance with the terms and conditions of such consent, with all Applicable Law (including the obtaining of all Approvals) and with all the provisions of this Lease including the provisions of Section 7. 1 (c) hereof. Tenant shall procure all necessary Approvals before undertaking any Alterations, shall do all such work in a good and workmanlike workerlike manner, employing materials of good quality and complying with all Applicable Law. Once commenced by Tenant, such work shall proceed diligently and continuously to completion. In performing such Alterations, Tenant shall avoid interfering with the use. and occupancy of other tenants of the Building and shall keep all areas outside the Premises clean and free of debris at all times. Tenant shall comply, 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)cause its contractors to comply, (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 reasonable directive from the provisions of Paragraph 18) discharge all liens filed against Landlord regarding 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 performance of the Alterations. (d) All Alterations (excluding Trade Fixtures installed . In no event shall any Alterations, or the work in connection therewith, impair the safety of the structure of the Building nor diminish the value of the Building or the Premises as then constituted. At any time while any construction work is being performed upon the Premises, Tenant shall maintain workmen's compensation, public liability, builder's risk and contractor's liability insurance in the statutory amounts (for workmen's compensation) shall become or in the property of amounts reasonably required by Landlord (for other insurance); and Landlord, and any other parties designated by Landlord, shall be free and clear named additional insureds on such policies. After any Alterations are completed, Tenant shall cause all required inspections of all liens and rights of others the Premises to be made and shall become deliver to Landlord a part copy of a Certificate of Occupancy or similar document evidencing completion of the Alterations and compliance with all Applicable Law. Tenant shall save Landlord harmless and indemnified from all injury, loss, claims or damage to any person or property occasioned by or growing out of such work including, without limitation, reasonable attorneys' fees and upon receipt of notice from Landlord, Tenant shall take over Landlord's defense in any action related Leased Property as if originally demised hereinto work undertaken by Tenant on the Premises. It is agreed by Landlord that Alterations can include the installation of conveyor systems, racking and other fixtures relating to a distribution center, and Tenant shall have the right, and obligation, to remove all such systems, fixtures and equipment at the expiration or earlier termination of this Lease.

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 P▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) 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.