Common use of By Tenant Clause in Contracts

By Tenant. This provision refers to alterations made to the Leased Premises after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and

By Tenant. This provision refers to alterations made Tenant shall make no alterations, additions, or improvements to the Leased Premises after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the Improvementswithout obtaining Landlord’s prior written consent, which is governed by the attached Work Letter. Tenant shall not make any be unreasonably withheld, conditioned or delayed, except for interior, nonstructural alterations to or modifications of a decorative nature that do not exceed more than Two Dollars ($2.00) per rentable square foot of the Leased Premises in the aggregate. As a condition to performing such alterations, whether or construct any improvements within the Leased Premises until not requiring Landlord’s consent, Landlord shall have first approved, in writing, the may require Tenant to provide Landlord with all plans and specifications thereforfor the proposed alterations and with all agreements with proposed contractors and subcontractors. Upon completion of any alterations requiring Landlord’s consent hereunder, which approval Tenant shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by pay to Landlord in a written notice an amount equal to Tenant delivered within fifteen the lesser of (15i) days following receipt five percent (5%) of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject total cost of such alterations, modifications or improvements at the expiration or earlier termination of this Lease. If (ii) Landlord’s construction manager’s fee in reviewing and inspecting such additional request alterations (such construction manager’s rate is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto$100.00 per hour), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved to reimburse Landlord for review of all plans and specifications thereforand final inspection of the work. All work undertaken such alterations, additions, and improvements shall be at Tenant’s sole expense and shall be performed by qualified contractors and subcontractors (Tenant shall be done in accordance with all Laws submit the names of such contractors and in a good and workmanlike manner using new materials of good qualitysubcontractors to Landlord prior to performing any alterations or additions). Tenant shall not commence indemnify Landlord against the making imposition of any such modifications mechanics’ or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtainedmaterialmen’s liens resulting from work performed by Tenant’s contractors. All improvements, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibilityadditions, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory alterations to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to trade fixtures) shall become the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation property of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, Landlord and shall be permitted surrendered up to make non-structural Landlord upon the expiration of this Lease unless otherwise agreed by Landlord and Tenant. Landlord acknowledges that all conveyors, trade fixtures and warehousing equipment and racking are the property of Tenant. Prior to Tenant performing any alterations to the BuildingLeased Premises in excess of $20,000.00 for which a lien could be filed against the Leased Premises or the Property, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely have its contractor execute and file in the appropriate public office a Waiver of Mechanics’ Lien, in statutory form and provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andwith an original copy thereof.

By Tenant. This provision refers to alterations made Paragraph 6.1 does not relate to the Leased Premises after Tenant's initial occupancy of Tenant Improvements installed in accordance with and pursuant to the Leased PremisesWork Letter, but to alterations, modifications, and does not pertain to improvements made after the construction of date the Improvements, which is governed by the attached Work LetterTenant Improvements are substantially completed. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises Building C Non-Standard Office Improvements until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not may be unreasonably withheld in Landlord’s sole discretion as to Non-Standard Office Improvements which affect the Building façade, structure, or delayedsystems, and otherwise such approval may be withheld in Landlord’s reasonable discretion. Landlord's ’s written approval shall be deemed given shall, if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall applicable, also contain a request for Landlord Landlord’s election to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements Non-Standard Office Improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord which event Tenant shall be deemed obligated to have made the election at the time the alterations, modifications or improvements were completed)do so. All modifications, alterations or improvements, once approved by Landlord, improvements shall be made, constructed or installed by Tenant at Tenant's ’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by LandlordLandlord which approval shall not be unreasonably withheld or delayed, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen five (155) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's ’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Common Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2Exclusive Use Common Areas). As used in this Article, the term "“modifications, alterations and/or improvements" ” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's ’s prior written consent, shall be permitted to make non-structural alterations to the Building, Leased Premises which are not Non-Standard Office Improvements provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice requirednotices required pursuant to Paragraph 4.9 above, (b) Tenant shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for such alterations, and shall provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such alterations, and (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andand specifications therefor, either “as built” or marked to show construction changes made.

By Tenant. This provision refers to alterations made to the Leased Premises after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not may be unreasonably withheld or delayed. in Landlord's approval reasonable discretion. It is agreed that it shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request reasonable for Landlord to elect whether or not it will require Tenant to remove the subject all or any portion of such alterations, modifications or improvements at the expiration or earlier termination end of this Lease. If the Lease Term and to fully restore the Leased Premises, provided that Landlord notifies Tenant of such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election requirements at the time Landlord grants its approval of the alterations, modifications, or improvements. All such alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlordso approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations alternations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2)Premises. As used in this Article, the term "modifications, alterations alternations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually10,000 individually or $100,000 in the aggregate, (b) Tenant shall timely provide Landlord the notice requiredrequired pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andand specifications therefor, either "as built" or marked to show construction changes made, and (d) Tenant shall, upon Landlord's request, remove the alteration at the termination of the Lease and restore the Leased Premises to their condition prior to such alteration.

By Tenant. This provision refers to alterations made Section 6.1 shall not apply to the Leased Premises after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the ImprovementsInitial Tenant Improvement Work, which is shall be governed exclusively by the attached Work Letter. Except as specifically set forth herein, Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned or delayed by Landlord, except as to plans and specifications for Prohibited Alterations (as defined below), the approval of which may be withheld by Landlord in its sole and absolute discretion. As used herein, "Prohibited Alterations" mean any alterations, modifications or delayedimprovements which may affect the structural components of the Building or the Systems and Equipment or which can be seen from (or may adversely affect any area) outside the Premises. Landlord's approval Landlord shall be deemed given to have disapproved Tenant's proposed plans and specifications if not denied by Landlord in a neither Landlord's written notice approval or disapproval is delivered to Tenant delivered within fifteen (15) days following Landlord's receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not approval. Landlord's approval may state that it will require Tenant to remove the subject alterations, modifications or improvements by the expiration or earlier termination of this Lease, in which event Tenant shall be obligated to remove the subject alterations, modifications or improvements by the expiration or earlier termination of this Lease. If Landlord does not state in its approval that removal will be required, Landlord shall be deemed to have elected to allow the subject alterations, modifications or improvements to remain on the Premises at the expiration or earlier termination of this Lease. If All such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlordso approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first reasonably approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such alterations or modifications or alterations or the construction of any such improvements until (ia) all required governmental approvals and permits shall have been obtained, (iib) all requirements regarding insurance imposed by this Lease have been satisfied, (iiic) Tenant shall have given Landlord at least fifteen three (153) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (ivd) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9, and (e) if requested by Landlord and Tenant is no longer Xxxxxxxx & Company, require Tenant to obtain a payment and performance bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such alterations (other than PreApproved Alterations) and naming Landlord as a co-obligee. In no event shall Tenant make any modificationalterations, alterations modifications or improvements whatsoever to the Outside Common Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof floor or exterior walls of the Leased Premises (except Premises. Any core drilling that Tenant desires to the extent Tenant has obtained Landlord's approval perform in connection with any alterations, modifications or improvements consented to by Landlord pursuant to this Section 4.2)6.1 shall be performed during other than Normal Business Hours. As used in this ArticleArticle 6, the term "modificationsalterations, alterations and/or modifications or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Promptly after completion of any alterations, modifications or improvements to the Premises, Tenant shall deliver to Landlord a reproducible copy of the "as built" drawings of the same, and if Landlord should request, evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials used in the construction of such alterations, modifications or improvements. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of any alterations, modifications or improvements to the Premises. All work performed by Tenant or any Tenant Party shall be performed so as not to interfere with (a) the other tenants, occupants or users of the Building (including Landlord) or their use or occupancy of the Building or Common Areas, or (b) the owners, tenants, occupants, or users of any neighboring properties. Tenant shall take all precautionary steps reasonably necessary to protect its property, equipment and facilities and the property, equipment and facilities of others affected by any of the work or activities to be performed by Tenant or any Tenant Party, and shall make adequate provision for the safety and convenience of the tenants, occupants or users of the Building (including Landlord). Notwithstanding the foregoingforegoing to the contrary, TenantLandlord's prior consent shall not be required with respect to any interior alterations, without modifications or improvements to the Premises (collectively, the "PreApproved Alterations") which (i) are not Prohibited Alterations, and (ii) cost less than seventy-five Thousand Dollars ($75,000.00) in the aggregate during any six (6) consecutive month period, so long as (A) Tenant delivers to Landlord notice and copies of all permits and final plans, specifications and working drawings (if any) for any such alterations, modifications or improvements at least five (5) business days prior to commencement of the work thereof, and (B) Tenant complies with the requirements of this Section 6.1 (other than obtaining Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and).

By Tenant. This provision refers to alterations made to the Leased Premises after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or delayedwithheld. Landlord's approval Without limiting the generality of the foregoing, Tenant acknowledges that it shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request reasonable for Landlord to elect whether withhold its consent to any modification, alteration or not it will require Tenant to remove improvement if, in Landlord’s reasonable judgment, such modification, alteration or improvement would adversely affect the subject alterationsstructure of the Building, modifications any of the Building’s systems, the appearance of the Building or improvements at the expiration value or earlier termination utility of this Lease. If such additional request is not included, Landlord may make such election at the expiration Building or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed)Property. All such modifications, alterations or improvements, once approved by Landlordso approved, shall be made, constructed or installed by Tenant at Tenant's ’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen five (155) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's ’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2)Premises. As used in this Article, the term "“modifications, alterations and/or improvements" ” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's ’s prior written consentconsent (but subject to the other terms and conditions of this Article 6), shall be permitted to make non-structural alterations to the BuildingLeased Premises which do not affect the structure of the Building or the Leased Premises, do not affect the plumbing, electrical, mechanical or other systems of the Building and do not affect the appearance of the Leased Premises viewed from the exterior, provided that: (a) such alterations do not exceed $7,500 individually25,000 individually or $100,000 in the aggregate, (b) Tenant shall timely provide Landlord the notice requiredrequired pursuant to Paragraph 4.9 above, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andand specifications therefor, either “as built” or marked to show construction changes made, and (d) Tenant shall, upon Landlord’s request, remove the alteration at the termination of the Lease and restore the Leased Premises to their condition prior to such alteration.

By Tenant. This provision refers to alterations made to Tenant may, without Landlord’s prior consent, assign this Lease or sublet the Leased Premises after in whole or in part, or license the use of any portion thereof, all of which shall require the Landlord’s prior written consent (which consent shall not be unreasonably withheld). Upon Tenant's initial occupancy ’s request for Landlord’s consent, Tenant shall deliver to Landlord a copy of such sublease or assignment. Notwithstanding any assignment or subletting, Tenant shall remain fully and primarily liable hereunder and shall not be released from performing any of the terms and covenants of this Lease. If Tenant shall assign or transfer its interest in this Lease or sublet all or a portion of the Leased Premises for rent, charges and/or other consideration (which shall include the assumption by the proposed assignee or subtenant of the obligation of Tenant to pay rent hereunder) which in the aggregate are in excess of the Rent due and payable by Tenant under the provisions of this Lease, said excess shall be paid to Landlord promptly upon receipt thereof by Tenant. In the case of any subletting of less than the entire Leased Premises, rent payable hereunder shall be apportioned, on a rentable square footage basis, between the portion of the Premises so sublet and the remaining portion of the Leased Premises, and does not pertain if the rent, charges and other consideration paid in connection with such subletting shall be in excess of the amount of rent so apportioned to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications portion of the Leased Premises so sublet, said excess shall be paid to Landlord promptly upon receipt thereof by Tenant. Further, if Tenant assigns this Lease or construct any improvements within sublets a portion of the Leased Premises until Landlord shall have first approvedto a person or entity who does not use the Leased Premises or the sublet portion thereof primarily as either a retail store facility or as a general office use, in writing, then the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations reserved parking spaces as set forth in Section 2.6 above, Landlord 4(c) hereof shall be deemed reduced (in the amount of 5 spaces for every 1,000 square feet of space which is not being used for retail or general office space) and such reduced spaces shall thereafter become non-exclusive general parking spaces to have made the election at the time the alterationsbe utilized on a first come, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, serve basis in substantial compliance conjunction with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components general parking lot of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andProperty.

By Tenant. This provision refers Tenant shall be responsible to alterations made perform all maintenance and repairs to the Leased Premises after that are not Landlord’s express responsibility under this Lease, at Tenant's initial occupancy of the Leased Premises, ’s sole cost and does not pertain to the construction of the Improvements, which is governed by the attached Work Letterexpense. Tenant shall not make any alterations to or modifications of keep the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approvedin good condition and repair, in writing, the plans ordinary wear and specifications therefor, which approval shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written requesttear excepted. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal ’s repair obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, repairs to: (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the installation interior side of additional electrical outletsdemising walls; (5) electronic, overhead lighting phone and data cabling and related equipment (collectively, “Cable”) that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations performed by contractors retained by or on behalf of Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, drainsequipment and inventory. Landlord reserves the right to perform any of the foregoing maintenance or repair obligations or require that such obligations be performed by a contractor approved by Landlord, sinkssuch approval not to be unreasonably withheld, partitions, doorwaysall at Tenant’s expense. All work shall be performed in accordance with the rules and procedures described in Section 8(a). If Tenant fails to make any repairs to the Premises for more than thirty (30) days after written notice from Landlord (although notice shall not be required if there is an emergency, or if the like. Notwithstanding area to be repaired is visible from the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to exterior of the Building), provided that: or, if Tenant fails to commence a cure and diligently pursue a cure to completion if the cure cannot be completed within said thirty (a30) such alterations do not exceed $7,500 individuallyday period, (b) then Landlord may, in addition to any other remedy available to Landlord, make the repairs, and Tenant shall timely provide pay the reasonable cost of the repairs to Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days after receipt of completion an invoice. However, notwithstanding the foregoing, Tenant shall not be liable for any failure to make repairs or to perform any maintenance hereunder unless such failure shall persist for longer than a commercially reasonable time after Tenant’s receipt of written notice from Landlord requesting such repairs or maintenance. At the alteration expiration of this Lease, Tenant shall surrender the Premises in good condition, excepting reasonable wear and deliver tear and losses required to be restored by Landlord. If Landlord a set elects to store any personal property of Tenant, including goods, wares, merchandise, inventory, trade fixtures and other personal property of Tenant, same shall be stored at the plans andsole risk of Tenant. It is generally understood that mold spores are present essentially everywhere and that mold can grow in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping and ventilation practices. Tenant acknowledges the necessity of housekeeping, ventilation, and moisture control (especially in kitchens, janitor’s closets, bathrooms, break rooms and around outside walls) for mold prevention. Tenant agrees to immediately notify Landlord if it observes mold/mildew and/or moisture conditions (from any source, including leaks), and allow Landlord to evaluate and make recommendations and/or take appropriate corrective action.

By Tenant. This provision refers VI.2.1 Upon receipt of Landlord's prior written approval, Tenant may from time to time, at its own expense, alter, renovate or improve the interior of the Premises provided the same be performed in a good and workmanlike manner, in accordance with accepted building practices and so as not to weaken or impair the strength or lessen the value of the Building in which the Premises are located. No changes, alterations or improvements affecting the exterior of the Premises or the Building or the Building systems shall be made by Tenant without the prior written approval of Landlord, which may be unreasonably withheld. Any work done by Tenant under the provisions of this Section shall not interfere with the use by the other tenants of their premises in the Building. Tenant also agrees to pay 100% of any increase in the Leased Premises after Real Estate Taxes or Landlord's Personal Property Taxes resulting from such improvements by or for Tenant. VI.2.2 All alterations, decorations, additions and improvements made by Tenant, or made by Landlord on Tenant's initial occupancy behalf as provided in this Lease, shall remain the property of Tenant for the Leased PremisesLease Term or any extension or renewal thereof, and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval but they shall not be unreasonably withheld removed from the Premises without the prior written consent of Landlord. VI.2.3 Upon obtaining the prior written consent of Landlord, Tenant shall remove such alterations, decorations, additions and improvements and restore the Premises as provided in Section VI.5, and if Tenant fails to do so and moves from the Premises, all such alterations, decorations, additions and improvements shall become the property of Landlord, who may charge Tenant for storing or delayeddisposing of any or all of such property. Landlord's approval shall be deemed given Landlord hereby agrees that if not denied by Tenant requests in writing prior to the installation of any alterations, improvements or additions that Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect specify whether or not it will require Tenant to remove the subject removal of the alterations, modifications improvements or improvements at the additions upon termination or expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease shall so specify within ten (and for purposes of 10) days after Tenant's removal obligations set forth in Section 2.6 aboverequest. If Landlord fails to respond to such a request, Landlord shall be deemed to have made not required the election at the time removal of the alterations, modifications improvements or improvements were completed). All modifications, alterations additions upon the termination or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials expiration of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andLease.

By Tenant. This provision refers Except as expressly provided in Section 6.1 and subject to alterations made any express or implied warranties of construction or condition by Landlord, Tenant agrees, at the expense of Tenant, to maintain the Leased Premises after Tenant's initial occupancy of the Leased Premises, including the Real Property, the Building and does not pertain to the construction of the Improvementsother Improvements (including parking areas, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approveddriveways and landscaping), in writing, good condition and repair throughout the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination Term of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth Except as expressly provided in Section 2.6 above6.1, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done responsible for repair of the roof, including taking all customary, reasonable and necessary actions required under any warranty applicable to the roof in accordance with all Laws order to maintain the warranty in full force and effect. If Tenant fails to take the customary, reasonable and necessary actions to keep the warranty in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlordeffect, Tenant shall be responsible for any replacement of the roof that would have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not been covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the likewarranty. Notwithstanding the foregoing, Tenantif any item for which Tenant otherwise is responsible needs repair and such item cannot be repaired other than at a cost which is in excess of fifty percent (50%) of the cost of replacing such item, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) then Tenant shall timely have the right to replace such item (the “Replacement Standard”). Prior to commencing such replacement, Tenant shall provide Landlord with written notice and documentation confirming such cost. Landlord may object to such replacement only in writing. If the notice required, (c) Tenant shall notify Landlord so objects in writing within thirty ten (3010) days Business Days of completion receipt of such notice to the replacement, the parties agree that Tenant may nonetheless replace the item and that arbitration shall constitute the exclusive remedy for settlement of any such dispute. The cost of any such replacement shall be prorated between Landlord and Tenant based upon the useful life of the alteration and deliver to Landlord a set replaced item, with Tenant responsible for the useful life of the plans anditem during the term of the Lease unless the arbitrator determines that, based on the Replacement Standard, Tenant should have repaired such item rather than replacing it. Within ten (10) Business Days of a written request from Tenant, Landlord shall be obligated to reimburse Tenant, for the cost of the replaced item times a fraction the numerator of which is the useful life of such replaced item less the remaining Term of this Lease and the denominator of which is the useful life of such replaced item. If either Landlord or Tenant desires to exercise its arbitration right pursuant to the preceding paragraph, such party shall deliver written demand for arbitration to the other party, setting out the basis for the controversy. Any arbitration proceeding undertaken pursuant to this paragraph shall be held in front of a retired judge working with JAMS or, if JAMS no longer exists, another similar group, or if no such groups exists, a single neutral arbitrator shall be chosen by mutual agreement or, if the parties fail to agree, by the presiding judge of the San Diego Superior Court upon ex parte application. The arbitration shall take place in San Diego, California. The decision of the arbitrator shall be conclusive, final and binding upon Landlord and Tenant. Judgment upon the decision of the arbitrator may be entered in any court of competent jurisdiction. The cost of such arbitration (including any attorneys’ fees incurred therein) shall be borne by the losing party as determined by the arbitrator.

By Tenant. This provision refers Tenant shall be entitled to make improvements, alterations made or modifications (collectively, "Alterations") to the Removable Tenant Improvements without Landlord's consent, provided that: (1) Tenant shall notify Landlord and provide copies of plans and specifications for an Alteration no less than ten (10) days prior to commencing such Alteration, (2) Tenant shall notify Landlord in writing within thirty (30) days of completion of the Alteration and deliver to Landlord a set of the plans and specifications therefor, either "as built" or marked to show construction changes made, (3) Tenant shall remove the Alteration at the termination of the Lease and repair any damage to the Leased Premises after Tenant's initial occupancy caused by their removal, and (4) no such Alteration shall impact or otherwise affect the exterior or structural components of the Leased PremisesBuildings. Subject to Paragraph 6.1(a), and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations Alterations to or modifications of the Leased Premises or construct any improvements within Property (other than to the Leased Premises Removable Tenant Improvements) until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not may be unreasonably withheld or delayed. in Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written requestreasonable discretion. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements Alteration at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section Paragraph 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were Alteration was completed). In no event shall Tenant be allowed make any Alteration that will impact or otherwise affect the exterior or structural components of the Buildings. All modifications, alterations or improvementsAlterations, once so approved by Landlord(if approval is required pursuant to the terms hereof), shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements Alterations until (i1) all required governmental approvals and permits shall have been obtained, (ii2) all requirements regarding insurance imposed by this Lease have been satisfied, (iii3) Tenant shall have given Landlord at least fifteen five (155) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv4) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and.

By Tenant. This provision refers to alterations made to the Leased Premises after Tenant's initial occupancy If Landlord uses any portion of the Leased PremisesSecurity Deposit, Tenant shall, within five (5) days after demand, restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within forty-five (45) days after the later to occur of the Termination Date or the date Tenant surrenders the Premises to Landlord in compliance with Article 25 (provided that Landlord may retain therefrom Landlord’s reasonable estimate of the amount of Expense Excess and Tax Excess (as those terms are defined in Exhibit B hereto) that would be payable by Tenant upon reconciliation of accounts for the year in which the Termination Date occurs, and does not pertain which retained amount shall be accounted for when Landlord makes such reconciliation for such year). Landlord shall deliver the Security Deposit to the construction of the Improvementsa successor or transferee and, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until following such delivery, Landlord shall have first approved, in writing, no further liability for the plans and specifications therefor, which approval return of the Security Deposit. Landlord shall not be unreasonably withheld or delayedrequired to keep the Security Deposit separate from its other accounts. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Provided (i) that Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not includedin Default (i.e., Landlord may make such election at after notice thereof and expiration of the expiration or earlier termination applicable cure period) of any of its obligations under this Lease on the effective date of any reduction (the “Effective Date of Reduction”) and for purposes (ii) that no notice of Tenant's removal obligations set forth in Section 2.6 abovedefault is outstanding on the Effective Date of Reduction (i.e., notice has been given but the default has not been cured and the cure period has not expired) provided however that if a notice of default is outstanding as of the Effective Date of Reduction, such reduction shall merely be deferred until the date such default is cured (as opposed to such reduction being forfeited), Landlord shall refund to Tenant such portion of the Security Deposit which it is then holding so as to cause the total Security Deposit to be deemed reduced as of the Effective Date of Reduction to have made the election at amount shown in the time following schedule: Effective Date of Reduction New Reduced Amount of Security Deposit September 1, 2018 $ 596,134.00 September 1, 2019 $ 298,067.00 Notwithstanding the alterationsforegoing, modifications or improvements were completedif Landlord has validly given a notice of monetary default to Tenant within the twelve (12) month period immediately preceding any Effective Date of Reduction (including any postponed Effective Date of Reduction). All modifications, alterations or improvements, once approved by Landlord, then such Effective Date of Reduction shall be madepostponed until the first day of the calendar month following the one year anniversary of the date on which Tenant cures such monetary default. If Tenant is in Default of its covenants and obligations under the Lease as of such Effective Date of Reduction, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant then there shall be done no further reduction of the Security Deposit. If Tenant is entitled to a reduction in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by LandlordSecurity Deposit, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory the right to provide Landlord in its reasonable discretion with written notice requesting that the Security Deposit be reduced as provided above (the “Reduction Notice”). Landlord shall refund the applicable portion of the Security Deposit to cover any perils relating Tenant within forty-five (45) days after the later to occur of (i) Landlord’s receipt of the proposed work not covered by insurance carried by Tenant pursuant to Article 9Reduction Notice or (ii) the applicable Effective Date of Reduction. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components Security Deposit ever be less than Two Hundred Ninety-Eight Thousand Sixty-Seven and 00/100 Dollars ($298,067.00). The balance of the Building includingSecurity Deposit, without limitation(i.e., any cuts or penetrations in $298,067.00) shall continue to be held by Landlord throughout the floor, roof or exterior walls Term of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this ArticleLease, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall as it may be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andextended.

By Tenant. This provision refers Tenant shall make no structural alterations, additions, or improvements to alterations made to the Leased Premises after Tenant's initial occupancy of the Leased Premises, and does not pertain to or any non-structural alterations, additions or improvements which adversely affect or interfere with the construction operating or mechanical systems of the Improvementsbuilding, without obtaining Landlord’s prior written consent, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld withheld, conditioned or delayed. Landlord's approval shall be deemed given if not denied by As a condition of granting its consent, Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will may require Tenant to remove provide Landlord with all plans and specifications for the subject alterations, modifications or improvements at the expiration or earlier termination proposed alterations and with all agreements with proposed contractors and subcontractors (all of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord which shall be deemed subject to have made the election at the time the alterationsLandlord’s prior written consent, modifications or improvements were completedwhich shall not be unreasonably withheld). All modificationssuch alterations, alterations or improvementsadditions, once approved by Landlord, and improvements shall be made, constructed or installed by Tenant at Tenant's ’s sole expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws performed by qualified contractors and in a good and workmanlike manner using new materials of good qualitysubcontractors. Tenant shall not commence indemnify Landlord against all claims, demands, costs and expenses (including reasonable attorneys fees), damages and liabilities arising from or relating to the making construction, installation, use or operation of any such modifications alterations, additions or alterations improvements made by or the construction on behalf of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibilityTenant, and (iv) if requested against the imposition of mechanics’ or materialmen’s liens resulting from work performed by LandlordTenant’s contractors. All improvements, Tenant shall have obtained contingent liability additions, and broad form builder's risk insurance in an amount satisfactory alterations to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to trade fixtures) shall become the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation property of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, Landlord and shall be permitted surrendered up to make non-structural Landlord upon the expiration of this Lease unless otherwise agreed by Landlord and Tenant. Landlord acknowledges that all conveyors, trade fixtures and warehousing equipment and racking are the property of Tenant. Prior to Tenant performing any alterations to the BuildingLeased Premises for which a lien could be filed against the Leased Premises or the Property, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely have its contractor execute and file in the appropriate public office a Waiver of Mechanics’ Lien, in statutory form and provide Landlord with an original copy thereof. Tenant agrees that its alteration or improvement work in the notice requiredLeased Premises shall not be done in a manner which would create any work stoppage, (c) Tenant shall notify picketing, labor disruption or dispute or any interference with the business of Landlord in writing within thirty (30) days of completion or any tenant or occupant of the alteration and deliver to Landlord a set of the plans andProperty.

By Tenant. This provision refers to alterations made to the Leased Premises If any Rent is in arrears for a period of ten (10) days after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for from Landlord to elect whether Tenant, or not it will require if Tenant shall fail at any time to remove keep or perform any of the subject alterations, modifications covenants or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination conditions of this Lease (and other than a covenant for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components payment of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls monthly Rent for a period of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within more than thirty (30) days after written notice thereof from Landlord (unless the cure cannot reasonably be completed within such thirty (30) day period, and Tenant commences to cure such default within such thirty (30) day cure period and diligently pursues such cure to completion), then, and in either or any of completion such events Landlord, may, at its option, cancel this Lease upon 75 <PAGE> giving the notice required by law, and/or may re-enter said Premises, but notwithstanding such re-entry by the Landlord, the liability of the alteration Tenant for the Rent provided for herein shall not be extinguished for the balance of the Term of this Lease, and deliver Tenant covenants and agrees to make good to the Landlord any deficiency arising from a re-entry and/or a reletting of the Premises at a lesser rental than herein agreed. The Tenant shall pay such deficiency each month as the amount thereof is ascertained by the Landlord. Landlord shall have an affirmative obligation to use its best efforts to relet the Premises or any portion of such Premises, and Tenant shall pay the cost for reletting including but not limited to the cost of tenant improvements, any of Landlord's reasonable attorneys' fees and the real estate commission for such reletting. If Landlord relets for a period of time longer than the current Lease Term, then any such costs shall be allocated throughout the entire reletting term to not unduly reduce the amount of consideration received by Landlord during the remaining period of Tenant's Lease Tenn. No remedy or election by Landlord hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. If any payment due from Tenant to Landlord a set hereunder is more than ten (10) days late, Tenant shall pay Landlord interest on such late payment at an interest rate of two percent (2%) above the plans andPrime Rate.

By Tenant. This provision refers to alterations made Paragraph 6.1 does not relate to the Leased Premises after Tenant's initial occupancy of Tenant Improvements installed in accordance with and pursuant to the Leased PremisesWork Letter, but to alterations, modifications, and does not pertain to improvements made after the construction of date the Improvements, which is governed by the attached Work LetterTenant Improvements are substantially completed. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall may be withheld in Landlord’s sole discretion as to alterations, modifications, and improvements which affect the Building structure or materially affect Building systems, and otherwise such approval may be withheld in Landlord’s reasonable discretion; provided, however, that Tenant, without Landlord’s prior written consent, but upon not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a less than ten (10) business days’ prior written notice to Tenant delivered within fifteen Landlord, may make “Non-Consent Alterations,” defined herein to mean alterations (15including removal and rearrangement of prior alterations) days following receipt which (a) do not adversely affect any systems or equipment of Tenant's written requestBuilding 4 or the Property, (b) do not involve or affect the structural integrity or any structural components of Building 4, (c) do not require a building permit, (d) do not involve the expenditure of more than $150,000.00 per alteration, and (e) do not exceed $1,000,000 in the aggregate over any 36-month period during the Term of this Lease. Tenant's ’s written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's ’s removal obligations set forth in Section Paragraph 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed); provided, however, with respect to Tenant’s initial alterations and improvements to be made pursuant to and in accordance with the Work Letter, Landlord shall elect whether such item is a Non-Standard Improvement and whether to require removal at the time such work is approved, even if Tenant does not make the foregoing written request. All such modifications, alterations or improvements, once approved by Landlordso approved, shall be made, constructed or installed by Tenant at Tenant's ’s expense (including all permit fees and governmental charges related thereto), using a licensed general contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen five (155) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's ’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Common Areas or the exterior or structural components of the Building 4 including, without limitation, any cuts or penetrations in the floor, roof roof, or exterior or load-bearing walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2)Premises. As used in this Article, the term "“modifications, alterations and/or improvements" ” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and.

By Tenant. This provision refers to alterations made to the Leased Premises after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall may not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed)withheld. All such modifications, alterations or improvements, once approved by Landlordso approved, shall be made, constructed or installed by Tenant at Tenant's ’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's ’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 99 and (v) with respect to any alteration or modification that affect Building Systems, Tenant shall first obtain approval from Landlord’s designated engineer for the affected Building System. Tenant shall pay to Landlord, within thirty (30) days of demand therefor an administrative fee in connection with any alterations or modifications in the Leased Premises in an amount equal to the greater of (x) 3% of the total cost of such alterations or modifications or (y) $250. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises without Landlord’s prior written consent, which may be granted or withheld in Landlord’s sole discretion (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2collectively, “Prohibited Alterations”). As used in this Article, the term "“modifications, alterations and/or improvements" ” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's ’s prior written consent, shall be permitted to make non-structural alterations other than Prohibited Alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually25,000 individually or $100,000 in the aggregate, (b) Tenant shall timely provide Landlord the notice requiredrequired pursuant to subparagraph (iii) above, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andand specifications therefor, either “as built” or marked to show construction changes made, and (d) Tenant shall, upon Landlord’s request, remove the alteration at the termination of the Lease and restore the Leased Premises to their condition prior to such alteration. Landlord shall render a decision, at the time that request is made by Tenant for approval of an alteration or upon notification of an alteration not requiring Landlord’s consent, whether such alteration can remain or if such alteration must be removed at the expiration or sooner termination of the Lease Term.

By Tenant. This provision refers to alterations made Paragraph 6.1 does not relate to the Leased Premises after Tenant's initial occupancy of Tenant Improvements installed in accordance with and pursuant to the Leased PremisesWork Letter, but to alterations, modifications, and does not pertain to improvements made after the construction of date the Improvements, which is governed by the attached Work LetterTenant Improvements are substantially completed. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises Non-Standard Office Improvements until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not may be unreasonably withheld in Landlord’s sole discretion as to Non-Standard Office Improvements which affect the Building façade, structure, or delayedsystems, and otherwise such approval may be withheld in Landlord’s reasonable discretion. Landlord's ’s written approval shall be deemed given shall, if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall applicable, also contain a request for Landlord Landlord’s election to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements Non-Standard Office Improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord which event Tenant shall be deemed obligated to have made the election at the time the alterations, modifications or improvements were completed)do so. All modifications, alterations or improvements, once approved by Landlord, improvements shall be made, constructed or installed by Tenant at Tenant's ’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by LandlordLandlord which approval shall not be unreasonably withheld or delayed, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen five (155) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's ’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Common Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2Exclusive Use Common Areas). As used in this Article, the term "“modifications, alterations and/or improvements" ” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's ’s prior written consent, shall be permitted to make non-structural alterations to the Building, Leased Premises which are not Non-Standard Office Improvements provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice requirednotices required pursuant to Paragraph 4.9 above, (b) Tenant shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for such alterations, and shall provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such alterations, and (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andand specifications therefor, either “as built” or marked to show construction changes made.

By Tenant. This provision refers to alterations made Paragraph 6.1 does not relate to the Leased Premises after Tenant's initial occupancy of Tenant Improvements installed in accordance with and pursuant to the Leased PremisesWork Letter, but to alterations, modifications, and does not pertain to improvements made after the construction of date the Improvements, which is governed by the attached Work LetterTenant Improvements are substantially completed. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord’s sole discretion as to alterations, modifications, and improvements which affect the Building 2 structure or materially affect the Building 2 systems, and otherwise such approval shall not be unreasonably withheld withheld, conditioned or delayed. Landlord's approval In the event Landlord fails to respond to any such request within ten (10) days, then Tenant may resubmit the request to Landlord with a cover letter stating “LANDLORD’S FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN THE DEEMED CONSENT TO SUCH ALTERATION” in all capital letters and in bold face type. In the event Landlord thereafter fails to respond to such second request by the date which is five (5) business days following the second notice, then Landlord shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt have approved such alterations and to have waived its right to require such Alteration to be removed upon the expiration or earlier termination of Tenant's written requestthis Lease. Tenant's ’s written request shall also contain a request for Landlord to identify any Non-Standard Office Improvements and elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements such Non-Standard Office Improvements at the expiration or earlier termination of this Lease. If such additional request is not includedincluded by Tenant, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's ’s removal obligations set forth in Section Paragraph 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). As used herein, “Non-Standard Office Improvements” shall mean alterations, modifications, and improvements that (i) affect the Building 2 structure, (ii) are other than typical leasehold improvements for office tenants in Building 2 or in buildings similar to Building 2 in the area in which the Property is located, or (iii) in Landlord’s reasonable judgment would materially increase Landlord’s cost of preparing the Premises for another tenant (such as, without limitation, interior staircases). All such modifications, alterations or improvements, once approved by Landlordso approved, shall be made, constructed or installed by Tenant at Tenant's ’s expense (including all permit fees and governmental charges related thereto), using a licensed general contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen five (155) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's ’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's ’s prior written consent, shall be permitted to make non-structural alterations to the BuildingLeased Premises which do not affect Building systems and are not visible from outside the Leased Premises, provided that: that (a) such alterations do not exceed $7,500 individually100,000 individually or in a series of related projects, (b) Tenant shall timely provide Landlord the notice requiredrequired pursuant to Paragraph 4.9 above, (c) Tenant shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for such alterations, and shall provide copies of such approvals and permits to Landlord prior to commencing any work with respect to such alterations, and (d) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andand specifications therefor, either “as built” or marked to show construction changes made; such alterations complying with the foregoing conditions need not be removed by Tenant at the expiration of the Lease Term.

By Tenant. This provision refers In order to alterations made be eligible for such partial disbursement, Tenant must submit to Lessor a sworn construction statement with respect to all work through the Leased Premises after Tenant's initial occupancy thirtieth day of construction, proof that all work through the thirtieth day of construction has actually been paid for, and lien waivers for all work through the thirtieth day of construction. In order to be eligible for reimbursement, all work must be in substantial compliance with the Plans approved by Lessor and otherwise in accordance with the terms and conditions of this Lease. Provided that all of the Leased Premisesforegoing conditions are satisfied, and does not pertain Lessor shall make the partial disbursement within fourteen business days after Tenant makes application to Lessor for the construction partial disbursement. The amount disbursed to Tenant upon final completion of the Improvements, which is governed Tenant Improvements shall be reduced by the attached Work Letteramount of any earlier partial disbursement. In the case of any failure of Lessor to make any payment due Tenant under this Section 13, if Lessor fails to pay the same within 10 days after written demand by Tenant to Lessor, Tenant shall have the right to deduct the amount past due from Lessor under this Section, without liability for forfeiture, as an offset against Monthly Rent. Tenant shall will not make any alterations alterations, additions or improvements in or to or modifications the Premises without first obtaining the written approval of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications thereforLessor, which approval shall not unreasonably be unreasonably withheld withheld. Tenant will get Lessor's prior written approval of any contractor or delayed. Landlordsubcontractor who is to perform work on the Premises at Tenant's request, which approval shall not unreasonably be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written requestwithheld. Tenant's written request shall also contain a request for Landlord to elect whether or not it will Lessor may require Tenant to remove post a bond, cash or other security to protect the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of TenantPremises from mechanic's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed)liens. All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees will be constructed with new materials unless the materials are already in the Premises, in a good and governmental charges related thereto)workmanlike manner, using a licensed contractor first approved by Landlord, and in substantial compliance with the Landlord-approved plans and specifications thereforapproved by Lessor and all applicable laws, ordinances, rules, orders, regulations, or other requirements of governmental authorities. Tenant will pay for any labor, services, materials, supplies or equipment properly furnished or alleged to have been furnished to Tenant in or about the Premises. Tenant will pay and discharge any mechanic's, materialmen's or other lien against the Premises resulting from Tenant's failure to make such payment or alleged failure to make such payment, or will contest the lien and deposit with Lessor cash equal to the amount of the lien plus Lessor's reasonable estimate of any additional costs to remove the lien. If the lien is reduced to final judgment, Tenant will discharge the judgment and Lessor will return the cash deposited by Tenant. Lessor may post notices of nonresponsibility on the Premises as provided by law. All work undertaken by Tenant shall be done in accordance with all Laws alterations, additions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modificationPremises made at Lessor's or Tenant's expense, alterations or improvements whatsoever to except movable office furniture and Tenant's movable trade fixtures and equipment, will become the Outside Areas or property of Lessor upon installation and will be surrendered with the exterior or structural components Premises upon termination of the Building includingthis Lease, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord as otherwise agreed in writing within thirty (30) days of completion of the alteration by Lessor and deliver to Landlord a set of the plans andTenant.

By Tenant. This provision refers to alterations made to the Leased Premises If any Rent is in arrears for a period of ten (10) days after Tenant's initial occupancy of the Leased Premises, and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for from Landlord to elect whether Tenant, or not it will require if Tenant shall fail at any time to remove keep or perform any of the subject alterations, modifications covenants or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination conditions of this Lease (and other than a covenant for purposes of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components payment of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls monthly Rent for a period of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within more than thirty (30) days after written notice thereof from Landlord (unless the cure cannot reasonably be completed within such thirty (30) day period, and Tenant commences to cure such default within such thirty (30) day cure period and diligently pursues such cure to completion), then, and in either or any of completion such events Landlord, may, at its option, cancel this Lease upon giving the notice required by law, and/or may re-enter said Premises, but notwithstanding such re-entry by the Landlord, the liability of the alteration Tenant for the Rent provided for herein shall not be extinguished for the balance of the Term of this Lease, and deliver Tenant covenants and agrees to make good to the Landlord any deficiency arising from a re-entry and/or a reletting of the Premises at a lesser rental than herein agreed. The Tenant shall pay such deficiency each month as the amount thereof is ascertained by the Landlord. Landlord shall have an affirmative obligation to use its best efforts to relet the Premises or any portion of such Premises, and Tenant shall pay the cost for reletting including but not limited to the cost of tenant improvements, any of Landlord's reasonable attorneys' fees and the real estate commission for such reletting. If Landlord relets for a period of time longer than the current Lease Term, then any such costs shall be allocated throughout the entire reletting term to not unduly reduce the amount of consideration received by Landlord during the remaining period of Tenant's Lease Tenn. No remedy or election by Landlord hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. If any payment due from Tenant to Landlord a set hereunder is more than ten (10) days late, Tenant shall pay Landlord interest on such late payment at an interest rate of two percent (2%) above the plans andPrime Rate.

By Tenant. This provision refers to alterations made to Throughout the Term, except for the Landlord’s maintenance, replacement, and repair obligations specified in this Lease Tenant shall maintain the Leased Premises after in a clean, safe, and operable condition, loss or damage caused by the elements or Landlord and/or any party related thereto, wear and tear, condemnation, and fire and other casualty excepted, and at the termination of this Lease, or Tenant's initial occupancy of ’s right to possession, Tenant shall return the Leased PremisesPremises to Landlord in broom-clean condition. To the extent Tenant fails to perform either obligation within 15 days after the Tenant’s receipt of Landlord’s written request specifying the maintenance and/or cleaning Landlord is requesting, Landlord may, but need not, restore the Leased Premises to such condition and does not pertain to the construction of the Improvements, which is governed by the attached Work Letter. Tenant shall not make pay the reasonable cost thereof. Additionally, Tenant, at its sole expense, shall repair, replace and maintain in good condition any alterations air conditioning unit exclusively serving Tenant’s computer server room. With respect to or modifications any portion of the Leased Premises or construct visible from any improvements within common area inside the Building (the “Visible Leased Premises”). Tenant shall (i) maintain such Visible Leased Premises until Landlord shall have first approvedand furniture, fixtures and equipment located therein in writinga neat and first-class condition throughout the Term and any extension thereof, (ii) not use the plans and specifications thereforVisible Leased Premises exclusively for storage, (iii) obtain Landlord’s prior written consent, which approval shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied , as to the interior paint color, signage, and carpeting, contained in the Visible Leased Premises, (iv) complete within the Visible Leased Premises any cleaning reasonably requested by Landlord within two business days after Landlord’s written request therefor, and (v) complete within the Visible Leased Premises any repairs necessary to fulfill Tenant’s obligations under this Lease within five business days after Landlord’s written request therefor specifying the repair Landlord is requesting and thereafter diligently pursue the same to completion, but no longer than 30 days. Tenant shall repair or replace, subject to Landlord’s direction and supervision, any damage to the Project caused by Tenant or its employees, agents, or invitees unless the cost of said repair or replacement is otherwise covered by Landlord’s insurance or would have been covered by Landlord’s insurance had Landlord obtained and maintained the insurance required in this Lease. If the repair or replacement is not subject to Landlord’s insurance as specified in the preceding sentence, and Tenant fails to commence to make such repairs or replacements within 15 days after (i) the occurrence of such damage, and (ii) Tenant’s receipt of written notice from Landlord specifying the repair(s) or replacement(s) Landlord is requesting, and thereafter diligently pursue the completion thereof (or, in the case of a bona fide emergency, such shorter period of time as is reasonable given the circumstances, which emergency and shorter period will be specified in Landlord’s written notice to Tenant delivered within fifteen (15specifying the repair(s) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for or replacement(s) Landlord to elect whether or not it will require Tenant to remove the subject alterationsis requesting, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, then Landlord may make the same at Tenant’s cost. If any such election damage occurs outside of the Leased Premises, or if such damage occurs inside the Leased Premises but affects the Building’s Systems and/or Building’s structure or any other area outside the Leased Premises, and the repair or replacement related to such damage is not subject to Landlord’s insurance coverage as specified above in this paragraph, then Landlord may elect to repair such damage at the expiration Tenant’s expense, rather than having Tenant repair such damage. The cost of all maintenance, repair or earlier termination replacement work performed by Landlord under this Section, in each case plus an administrative fee of this Lease (and for purposes 6 % of Tenant's removal obligations set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlordsuch cost, shall be made, constructed or installed paid by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications to Landlord within 30 days after Landlord has invoiced Tenant therefor. All work undertaken by Tenant Tenant’s obligations to repair and/or maintain contained in this paragraph shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating limited to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls interior of the Leased Premises Premises, and shall in no event include any structural elements, any building systems (except including without limitation plumbing systems, sprinkler systems, and HVAC ducts), regular wear and tear or casualty loss to the extent Tenant has obtained Landlord's approval pursuant that they are to Section 4.2). As used be insured by property insurance specified to be carried by Landlord in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andLease.

By Tenant. This provision refers In the event of a failure by Tenant to alterations made to perform any of its covenants or agreements under this Agreement, Subtenant shall give Tenant written notice of such failure and shall give Tenant five (5) days more than the Leased Premises after Tenant's initial occupancy period provided in Section 10.2 of the Leased Premises, and does not pertain Sublease to the construction of the Improvements, which is governed by the attached Work Lettercure or commence to cure such failure prior to any claim for breach or damages. Subtenant’s exclusive remedies against Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's removal obligations those set forth in Section 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed). All modifications, alterations or improvements, once approved by Landlord, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen (15) days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components 10.2 of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the likeSublease. Notwithstanding the foregoing, Tenant hereby acknowledges that Tenant’s failure to pay the rent and other sums owing by Tenant to Sublandlord under the Sublease will cause Subtenant to incur damages, without Landlord's prior costs and expenses not contemplated by this Sublease, especially in those cases where Subtenant has paid sums to Tenant hereunder which correspond in whole or in part to the amounts owing by Tenant to Sublandlord under the Sublease. Accordingly, Subtenant shall have the right to pay all rent and other sums owing by Subtenant to Tenant hereunder for those items which also are owed by Tenant to Sublandlord under the Master Lease directly to Sublandlord on the following terms and conditions: (i) Subtenant reasonably believes that Tenant has failed to make any payment required to be made by Tenant to Sublandlord under the Sublease and Tenant fails to provide adequate proof of payment within two (2) business days after Subtenant’s written consentdemand requesting such proof; (ii) Subtenant shall provide to Tenant concurrently with any payment to Sublandlord reasonable evidence of such payment; and (iii) if Tenant notifies Subtenant that it disputes any amount demanded by Sublandlord, Subtenant shall not make any such payment to Sublandlord unless Sublandlord has provided a three-day notice to pay such amount or forfeit the Sublease. Any sums paid directly by Subtenant to Sublandlord in accordance with this section shall be permitted credited toward the amounts payable by Subtenant to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans andunder this Agreement.

By Tenant. This provision refers to alterations made Paragraph 6.1 does not relate to the Leased Premises after Tenant's initial occupancy of Tenant Improvements installed in accordance with and pursuant to the Leased PremisesWork Letter, but to alterations, modifications, and does not pertain to improvements made after the construction of date the ImprovementsTenant Improvements are substantially completed. Except for Permitted Alterations (as hereinafter defined), which is governed by the attached Work Letter. Tenant shall not make any alterations to or modifications of the Leased Premises or the Property, or construct any improvements within the Leased Premises or Tenant’s exclusive use areas of the Property until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval may be withheld in Landlord’s sole discretion as to alterations, modifications, and improvements which affect the Building structure or materially affect Building systems, and otherwise such approval shall not be unreasonably withheld withheld, conditioned or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a written notice to Tenant delivered within fifteen (15) days following receipt of Tenant's written request. Tenant's ’s written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at least sixty (60) days prior to the expiration, or ten (10) days after the earlier termination, of this Lease. If and only if, Landlord shall have notified Tenant in writing at the time Landlord provided consent to any modifications, alterations or improvements to be made by Tenant, that they would have to be removed, Tenant shall, upon the expiration or earlier sooner termination of this Lease (and for purposes of Tenant's removal obligations set forth in Section 2.6 aboveLease, Landlord shall be deemed to have made the election at the time the alterationsremove any such modifications, modifications alterations or improvements were completed)constructed or installed by Tenant (“Required Removables”) and repair all damage caused by such removal. For the avoidance of doubt, under no circumstance shall Tenant be required to remove or restore (or pay for any removal or restoration of) the Tenant Improvements, the ECV Stations, or any Permitted Alterations. All such modifications, alterations or improvements, once approved by Landlordso approved, shall be made, constructed or installed by Tenant at Tenant's ’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by reasonably satisfactory to Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor, if any. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of as good qualityor better quality existing in the Building. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen five (155) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's ’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2). As used in this Article, the term "“modifications, alterations and/or improvements" ” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding anything to the foregoingcontrary in this Lease, TenantTenant shall have the right to make modifications, alterations and/or improvements to the Leased Premises and any exclusive use areas of the Outside Areas so noted on the Site Plan without Landlord's prior written consent’s consent if such modifications, shall be permitted to make non-structural alterations to the Building, provided that: and/or improvements will not (a) such alterations do not exceed $7,500 individually, affect the Building Systems in any material way or the structural components of the Building or (b) cost more than $250,000 in the aggregate in any consecutive twelve (12) month period, provided (i) that prior to making any such modifications, alterations and/or improvements, Tenant (A) provides Landlord ten (10) business days’ prior written notice of its intent to do so (which notice shall timely provide include a reasonably detailed description of the work to be made by Tenant), and (B) shall have secured the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for such modifications, alterations and/or improvements, and shall have provided copies of such approvals and permits to Landlord the notice requiredprior to commencing any work, (cii) all such modifications, alterations and/or improvements are made in compliance with the provisions and restrictions set forth in this Paragraph 110015197v.8 6.1 other than obtaining Landlord consent and any requirement for removal upon the expiration or sooner termination of this Lease, and (iii) Tenant shall notify Landlord in writing within thirty (30) days of after completion of the alteration and deliver to Landlord a set of the plans andand specifications therefor, either “as built” or marked to show construction changes made (collectively, “Permitted Alterations”). Notwithstanding the foregoing, Tenant shall have the right to install an electronic badge security system for the entry points to and within the Leased Premises.

By Tenant. This provision refers to alterations made Paragraph 6.1 does not relate to the Leased Premises after Tenant's initial occupancy of Tenant Improvements installed in accordance with and pursuant to the Leased PremisesWork Letter, but to alterations, modifications, and does not pertain to improvements made after the construction of date the Improvements, which is governed by the attached Work LetterTenant Improvements are substantially completed. Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall may be withheld in Landlord’s sole discretion as to alterations, modifications, and improvements which affect the Building structure or materially affect Building systems, and otherwise such approval may be withheld in Landlord’s reasonable discretion; provided, however, that Tenant, without Landlord’s prior written consent, but upon not be unreasonably withheld or delayed. Landlord's approval shall be deemed given if not denied by Landlord in a less than ten (10) business days’ prior written notice to Tenant delivered within fifteen Landlord, may make “Non-Consent Alterations,” defined herein to mean alterations (15including removal and rearrangement of prior alterations) days following receipt which (a) do not adversely affect any systems or equipment of Tenant's written requestBuilding 3 or the Property, (b) do not involve or affect the structural integrity or any structural components of Building 3, (c) do not require a building permit, (d) do not involve the expenditure of more than $150,000.00 per alteration, and (e) do not exceed $1,000,000 in the aggregate over any 36-month period during the Term of this Lease. Tenant's ’s written request shall also contain a request for Landlord to elect whether or not it will require Tenant to remove the subject alterations, Building 3 modifications or improvements at the expiration or earlier termination of this Lease. If such additional request is not included, Landlord may make such election at the expiration or earlier termination of this Lease (and for purposes of Tenant's ’s removal obligations set forth in Section Paragraph 2.6 above, Landlord shall be deemed to have made the election at the time the alterations, modifications or improvements were completed); provided, however, with respect to Tenant’s initial alterations and improvements to be made pursuant to and in accordance with the Work Letter, Landlord shall elect whether such item is a Non-Standard Improvement and whether to require removal at the time such work is approved, even if Tenant does not make the foregoing written request. All such modifications, alterations or improvements, once approved by Landlordso approved, shall be made, constructed or installed by Tenant at Tenant's ’s expense (including all permit fees and governmental charges related thereto), using a licensed general contractor first approved by Landlord, in substantial compliance with the Landlord-approved plans and specifications therefor. All work undertaken by Tenant shall be done in accordance with all Laws and Restrictions and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) any and all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least fifteen five (155) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's ’s risk insurance in an amount satisfactory to Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modification, alterations or improvements whatsoever to the Outside Common Areas or the exterior or structural components of the Building 3 including, without limitation, any cuts or penetrations in the floor, roof roof, or exterior or load-bearing walls of the Leased Premises (except to the extent Tenant has obtained Landlord's approval pursuant to Section 4.2)Premises. As used in this Article, the term "“modifications, alterations and/or improvements" ” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like. Notwithstanding the foregoing, Tenant, without Landlord's prior written consent, shall be permitted to make non-structural alterations to the Building, provided that: (a) such alterations do not exceed $7,500 individually, (b) Tenant shall timely provide Landlord the notice required, (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the alteration and deliver to Landlord a set of the plans and.