Common use of CHANGES, ALTERATIONS AND ADDITIONS Clause in Contracts

CHANGES, ALTERATIONS AND ADDITIONS. Tenant may alter the improvements at the Premises, or any part thereof, without the consent of the Landlord, or make any addition thereto or construct any improvements on the Premises or destroy any existing improvements, whether voluntarily or in connection with a repair or restoration required by this Lease (collectively, “Capital Improvements”), subject to the following: (a) If any contemplated Capital Improvement shall not be covered by Tenant’s insurance policies, then no such Capital Improvement shall be undertaken until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlord.

CHANGES, ALTERATIONS AND ADDITIONS. No material changes, alterations or additions shall be made to the Premises by Tenant without the prior approval of Landlord, which approval shall not be unreasonably withheld. For purposes of this Section 9, a “material” change, alteration or addition shall be a change that requires the expenditure of a sum in excess of Two Hundred Thousand and 00/100 Dollars ($200,000.00) in the aggregate or Fifty Thousand and 00/100 Dollars ($50,000.00) in any one year. Prior to making any such changes, alterations or additions, Tenant shall submit written plans and drawings respecting same to Landlord and Landlord shall approve or disapprove same within ten (10) days after receipt thereof, and if Landlord fails to disapprove such plans and drawings by notice in writing to Tenant within such time, they shall be deemed approved. All changes, alterations and additions shall comply with the applicable City, County and State laws, statutes, orders, ordinances, rules and regulations. Landlord agrees, if necessary, to join in any applications to governmental authorities for such permits as may alter be required to do the improvements at work contemplated in this Paragraph 9. Any permanent additions to or alterations of the Premises which cannot be removed without material damage to the Premises, or any except removable paneling and wall fixtures and furniture and trade fixtures (and further excluding all signs, and goods and materials used in the Tenant’s business) shall become a part thereof, without the consent of the Landlordrealty and belong to Landlord unless otherwise agreed by Landlord and Tenant. Tenant’s removable paneling and wall fixtures and furniture, trade fixtures, lab equipment, signs, goods and materials used in Tenant’s business shall at all times remain personal property and may be removed from time to time by Tenant or make other occupants of the Premises, provided, however, that Tenant shall be responsible for the cost of repair of any addition thereto physical injury to the Premises caused by the removal of any such property, but not for any diminution in value of the Premises caused by the absence of the property removed or construct by any improvements on necessity for replacing such property. Notwithstanding anything to the contrary herein this Lease, Tenant in its sole discretion reserves the right to either remove from the Premises or destroy leave at the Premises any existing improvementsof Tenant’s lab, whether voluntarily manufacturing or in connection with a repair testing equipment and any systems or restoration required by this Lease (collectivelyequipment supporting infrastructure or related infrastructure either as part of the Tenant Improvements or as any changes, “Capital Improvements”), subject alterations or additions to the following: (a) If any contemplated Capital Improvement shall not be covered by Tenant’s insurance policies, then no such Capital Improvement shall be undertaken until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by TenantPremises. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlord.

CHANGES, ALTERATIONS AND ADDITIONS. 11.1 Hereafter and at any time and from time to time during the Term, the Tenant may alter shall have the improvements at the Premisesright, or any part thereof, without the consent subject to approval of the Landlord, at the Tenant's expense, to make such changes and alterations in or make any addition thereto to the Demised Premises as the Tenant shall deem necessary or construct any improvements on the Premises or destroy any existing improvements, whether voluntarily or desirable in connection with a repair the requirements of its business but no structural change or restoration required by this Lease (collectively, “Capital Improvements”), subject to the following: (a) If any contemplated Capital Improvement shall not be covered by Tenant’s insurance policies, then no such Capital Improvement alteration shall be undertaken until detailed plans and specifications therefor and a list of the contractors or tradesmen who the Tenant proposes to hire for the work have first been furnished to and approved by and consented to in writing by the Landlord, which approval and consent shall not be unreasonably withheld. 11.2 The Tenant shall be responsible for procuring and paying for all required municipal and other government permits and authorizations of the various municipal departments and government divisions having jurisdiction necessary or advisable in connection with any changes made pursuant to this Article provided that the Landlord will, at the Tenant's expense, join in application for such permits and authorizations whenever such action is necessary. 11.3 All work done in connection with any change or alteration shall be done promptly and in good and workmanlike manner and in compliance with the valid and applicable building and zoning laws and with all other valid laws, ordinances, orders, rules, regulations and requirements of all federal, provincial and municipal governments, and the appropriate departments, commissions, boards and officers thereof, and in accordance with the orders, rules and regulations of the Canadian Fire Underwriters Association, or any other body hereafter constituted exercising similar functions; the cost of any such change or alteration shall be paid or secured so that the Demised Premises shall at all times be free of liens for labour and materials supplied, or claimed to have delivered been supplied to the Demised Premises. 11.4 All alterations or additions to the existing improvements, other than Tenant's Equipment, shall upon attachment to the Demised Premises, be deemed a part thereof, and title thereto shall immediately vest in the Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory without any liability on its part to Landlord of such payments, pay for the insurance required by Article 4 hereof. If under same provided that the provisions Landlord may elect to require the Tenant to remove at the expiration of any casualty, liability or other insurance policy or policies then covering the Premises Lease all or any part thereof of any consent to improvement installed by or on behalf of the Tenant, in which case such Capital Improvement removal shall be done by the insurance company or companies issuing Tenant forthwith, at the Tenant's expense, as well as all other repairs necessitated by such policy or policies shall be required to continue removal, failing which the Landlord may carry out the same at the Tenant's expense and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior without liability for damage to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenantimprovement so removed. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlord.

CHANGES, ALTERATIONS AND ADDITIONS. No material changes, alterations or additions shall be made to the Premises by Tenant without the prior approval of Landlord, which approval shall not be unreasonably withheld. For purposes of this Section 9, a "material" change, -------- alteration or addition shall be a change that requires the expenditure of a sum in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00). Prior to making any such changes, alterations or additions, Tenant shall submit written plans and drawings respecting same to Landlord and Landlord shall approve or disapprove same within fifteen (15) business days after receipt thereof, and if Landlord fails to disapprove such plans and drawings by notice in writing to Tenant within such time, they shall be deemed approved. All changes, alterations and additions shall comply with the applicable City, County and State laws, statutes, orders, ordinances, rules and regulations. Landlord agrees, if necessary, to join in any applications to governmental authorities for such permits as may alter be required to do the improvements at work contemplated in this Section 9. Any permanent additions to or alterations of the Premises which cannot be removed without material damage to the Premises, or any except removable paneling and wall fixtures and furniture and trade fixtures (and further excluding all signs, and goods and materials used in the Tenant's business) shall become a part thereof, without the consent of the Landlordrealty and belong to Landlord unless otherwise agreed by Landlord and Tenant; Landlord may condition its approval of any material change, alteration, or make any addition thereto or construct any improvements on to the Premises upon Tenant's agreeing to remove any such item from the Premises upon expiration or destroy termination of the Term. Tenant's removable paneling and wall fixtures and furniture, trade fixtures, signs, goods and materials used in Tenant's business shall at all times remain personal property and may be removed from time to time by Tenant or other occupants of the Premises, provided, however, that Tenant shall be responsible for the cost of repair of any existing improvements, whether voluntarily or in connection with a repair or restoration required by this Lease (collectively, “Capital Improvements”), subject physical injury to the following: (a) If any contemplated Capital Improvement shall not be covered Premises caused by Tenant’s insurance policies, then no such Capital Improvement shall be undertaken until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions removal of any casualtysuch property, liability or other insurance policy or policies then covering the Premises or but not for any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies diminution in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any value of the Premises shall immediately become caused by the absence of the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made removed or by Landlord in connection with the immediate transfer of all any necessity for replacing such improvements to the Landlordproperty.

CHANGES, ALTERATIONS AND ADDITIONS. Section 13.01. From and after Substantial Completion of the Building, Tenant may shall not demolish, replace or materially alter the improvements at the PremisesBuilding, or any part thereof, without thereof (except as provided to the consent of the Landlordcontrary with respect to Fixtures in Article 15), or make any addition thereto or construct any improvements on the Premises or destroy any existing improvementsthereto, whether voluntarily or in connection with a repair or restoration repairs required by this Lease (collectively, “"Capital Improvements”Improvement"), subject to unless Tenant shall comply with the followingfollowing requirements and, if applicable, with the additional requirements set forth in Section 13.02: (a) If any contemplated Capital Improvement shall not be covered by Tenant’s insurance policies, then no such No Capital Improvement shall be undertaken until Tenant shall have procured from all Governmental Authorities and paid for all permits, consents, certificates and approvals for the proposed Capital Improvement which are required to be obtained prior to the commencement of the proposed Capital Improvement (collectively, "Improvement Approvals"). Landlord shall join or otherwise cooperate in the application for any such Improvement Approvals, provided such application is made without cost, expense or liability (contingent or otherwise) to Landlord. True copies of all such Improvement Approvals shall be delivered by Tenant to Landlord prior to commencement of the proposed Capital Improvement. (b) All Capital Improvements, when completed, shall be of such a character as not to materially reduce the value of the Premises below its value immediately before construction of such Capital Improvement. Landlord acknowledges and agrees that Capital Improvements which convert some or all of the Trading Portion to office use or convert some or all of the Office Portion to trading floor use shall not be deemed to reduce the value of the Premises. (c) All Capital Improvements shall be made with reasonable diligence and continuity (subject to Unavoidable Delays) and in a good and workmanlike manner and in compliance with (i) all Improvement Approvals, (ii) the Master Development Plan, the Design Guidelines, the Declaration of Restrictions (if applicable) and, if required pursuant to Section 13.02(a) or (b), the plans and specifications for such Capital Improvement as approved by Landlord, (iii) the orders, rules, regulations and requirements of any Board of Fire Underwriters or any similar body having jurisdiction, and (iv) all other Requirements. (d) No construction of any Capital Improvements shall be commenced until Tenant shall have delivered to Landlord original insurance policies policies, or certificates or memoranda therefor of insurance with respect to such policies together with copies of such policies, issued by responsible insurersinsurers authorized to do business in the State of New York as are reasonably acceptable to Landlord, bearing notations evidencing the payment of premiums or installments thereof then due or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereofSection 11.03, unless Landlord shall reasonably determine that the Capital Improvement does not warrant the insurance required by Section 11.03 in which case Landlord shall in its discretion specify such lesser types and levels of insurance appropriate to such Capital Improvement. If If, under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof thereof, any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant Tenant, prior to the commencement of construction of such Capital Improvement, shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to companies. (a) If the commencement estimated cost of the any proposed Capital Improvement, all of which Improvement shall exceed One Million Dollars ($1,000,000) (as such amount shall be carried out under increased as provided in Section 7.02(a)), either individually or in the supervision aggregate with other Capital Improvements which are a related portion of a duly licensed program or project of Capital Improvements constructed in any twelve (12) month period during the Term, Tenant shall: (i) pay to Landlord, within ten (10) days after demand, the reasonable fees and expenses of any architect or engineer selected by Tenant.Landlord to review the plans and specifications describing the proposed Capital Improvement and inspect the work on behalf of Landlord (it being understood and agreed that Landlord shall only hire an architect or engineer to review plans, and that Tenant shall pay such architect's or engineer's fees, only if the plans being reviewed involve structural work or work involving the exterior of the Building or a change in the height, bulk or setback of the Building from the height, bulk or setback existing immediately prior to the Capital Improvement or in any other manner affects compliance with the Master Development Plan, the Declaration of Restrictions (if applicable) or the Design Guidelines); and (bii) Upon furnish to Landlord the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlord.following:

CHANGES, ALTERATIONS AND ADDITIONS. SECTION 13.1. Subject to ARTICLES 8, 9 and 13, neither Tenant may nor Landlord shall demolish, replace or materially alter the improvements at the Premises, any Building or any part thereof, without the consent of the Landlord, or make any addition thereto thereto, or construct any improvements additional building on the Premises or destroy any existing improvementsLand, whether voluntarily or in connection with a any mainte xxxxx, repair or restoration Restoration required by this Lease (collectively, “Capital Improvements”"CAPITAL IMPROVEMENTS"; and, individually, a "CAPITAL IMPROVEMENT"), subject to unless the followingfollowing requirements and, if applicable, the additional requirements set forth in SECTION 13.2, are met: (a) If any contemplated Each Capital Improvement shall be made with reasonable diligence (subject to Unavoidable Delays) and in a good and workmanlike manner and in compliance with (i) all applicable licenses, permits and authorizations and all applicable building and zoning laws, (ii) all other applicable laws, ordinances, orders, rules, regulations and requirements of all Governmental Authorities, (iii) the orders, rules, regulations and requirements of any Board of Fire Underwriters having jurisdiction or any similar body exercising similar functions, and (iv) all applicable requirements of the CC&Rs. (b) Each Capital Improvement shall substantially conform to the plans and specifications for the Capital Improvement, as the same may be approved pursuant to SECTION 13.2 or, if SECTION 13.2 is not applicable thereto, the Final Plans therefor. (c) Any Capital Improvement undertaken by Tenant shall be covered by Tenant’s insurance policiesconstructed so that the Landlord's interest in the Premises and the property and assets (including, then no such without limitation, all Rental payable under this Lease) of, or funds appropriated to, Landlord, shall at all times be free of liens, claims for lien, security interests or other encumbrances for or on account of labor, services or materials supplied or claimed to have been supplied to or for the benefit of, or installed in, the Premises. (d) No Capital Improvement shall be undertaken until Tenant the party undertaking the Capital Improvement ("RESPONSIBLE PARTY") shall have delivered to Landlord the other ("NONRESPONSIBLE PARTY") insurance policies or certificates or memoranda therefor abstracts thereof issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord Nonresponsible Party of such payments, for the following insurance, which shall be kept in full force and effect until the substantial completion of the Capital Improvement: (i) comprehensive general liability insurance, naming Responsible Party as the insured and Nonresponsible Party and each Secured Lender as additional insureds, such insurance to insure against liability for bodily injury and death and for property damage in an amount as provided in SECTION 7.1(a)(ii), such insurance to include operations-premises liability, contractor's protective liability on the operations of all subcontractors, completed operations, broad form contractual liability (designating the indemnity provisions of the Construction Agreements if such coverage is provided by a contractor), and if the contractor is undertaking foundation, excavation or demolition work, an endorsement that such operations are covered and that the "XCU Exclusions" have been deleted; (ii) automobile liability and property damage insurance as described in SECTION 7.1(a)(iii); (iii) workers' compensation providing statutory benefits for all Persons employed in connection with the construction at the Premises; (iv) builder's all-risk insurance written on a completed value basis with limits and other coverage (including coverage for changes in ordinances and laws by Government Authorities resulting in consequential and contingent liabilities or increases in the cost of construction, with such limits as are reasonably required by Article 4 hereofNonresponsible Party). In addition, such insurance (x) shall contain an authorization for the waiver of subrogation by Tenant and Landlord, and an endorsement stating that "permission is granted to complete and occupy," and (y) if any offsite storage location listed with Responsible Party's insurer is used, shall cover, for full insurable value, all materials and equipment which have been delivered to and are stored at any such offsite storage location and which are intended for use with respect to the Premises. Any proceeds received pursuant to the insurance coverage required under SECTION 13.1(d)(iv) shall be paid in accordance with the provisions of SECTION 7.2(a). Responsible Party shall comply with the provisions of SECTIONS 7.1(b), 7.2(b) and 7.2(d) - 7.2(f) with respect to the policies required by this SECTION 13.1(d). If under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant Responsible Party shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies companies. (e) Nonresponsible Party shall not refuse to join in the applications for such licenses, permits and authorizations, provided the same are made without cost or expense to Nonresponsible Party and will not in any way diminish the development rights of any Parcel which is not included within the Premises. Copies of all required permits and authorizations, certified to be true copies thereof by Responsible Party shall be delivered to Nonresponsible Party prior to the commencement of any Capital Improvement. SECTION 13.2. Responsible Party shall furnish to Nonresponsible Party at least ten (10) days before the commencement of any Capital Improvement, the items described in SECTION 8.4 with respect to the Capital Improvements. SECTION 13.3. Tenant shall pay to Landlord, within ten (10) days after Landlord's demand therefor, Landlord's reasonable costs and expenses of reviewing plans and specifications incurred by it if it is the Nonresponsible Party. SECTION 13.4. Title to all of which additions, alterations, improvements and replacements made to the Building, including, without limitation, Capital Improvements, shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of the Responsible Party until the Expiration Date, at which time title thereto and ownership thereof shall (if not already vested in Landlord) automatically vest in Landlord as provided in SECTION 11.1(a), and Tenant agrees to fully cooperate with Landlord in all requests made without any obligation by Landlord in connection with to pay any compensation therefor to Tenant, or at Landlord's request, Tenant shall, at Tenant's cost, promptly remove the immediate transfer of all such improvements Capital Improvements and restore the Premises to the Landlordtheir original condition.

CHANGES, ALTERATIONS AND ADDITIONS. Section 11.1 The Tenant shall not commence any alteration upon the Premises unless and until the Tenant has procured and paid for, so far as the same may alter the improvements at be required from time to time, all permits, certificates and authorizations required by any Governmental Authority (including any landmark authority) or any officer, department, office, bureau, agency or instrumentality thereof now existing or hereafter created and having jurisdiction over the Premises, . Landlord shall not unreasonably refuse to join in the application for such permit or any part thereofauthorization and shall reasonably cooperate with Tenant, without charge except to the consent of the extent Landlord’s participation required is more than de minimis, in which case Tenant agrees to pay to Landlord, upon demand and as additional rent hereunder, a reasonable fee and Landlord’s costs paid or make incurred in connection therewith. Landlord shall not be subject to any addition thereto liability for the payment of any costs or construct any improvements on the Premises or destroy any existing improvements, whether voluntarily or expenses in connection with a repair or restoration any such applications and Tenant hereby indemnifies and agrees to defend and hold Landlord harmless from and against any and all such costs and expenses. Copies of all required by this Lease (collectively, “Capital Improvements”), subject permits and authorizations shall be delivered to Landlord prior to the following:commencement of work on any Capital Improvement. (a) If any contemplated Section 11.2 Any Capital Improvement shall not be covered by Tenant’s insurance policiesmade promptly and in a good and workmanlike manner and in compliance with all applicable permits, then no such certificates and authorizations and building and zoning laws and with all other requirements of Governmental Authorities. Section 11.3 The Premises shall at all times be free of liens for labor and materials supplied or claimed to have been supplied to the Premises. Section 11.4 No Capital Improvement shall be undertaken until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for Worker’s Compensation Insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against Landlord, Tenant or the Premises, and, unless the liability insurance then in effect with respect to the Premises shall cover the risk, owner’s protective liability insurance expressly covering the additional hazards resulting from the Capital Improvement and work thereon with limits not less than those, and otherwise subject to the same conditions and requirements, set forth in herein with respect to the liability insurance required by Article 4 hereofthereunder. If under the provisions of any casualtyfire, liability or other insurance policy or policies then covering the said Premises or any part thereof any consent to such Capital Improvement by the said insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenantcompanies. (b) Upon Section 11.5 All alterations, improvements or additions made upon the Premises by Tenant or any person or entity acting by, under or through Tenant, except furniture, business equipment or movable partitions or trade fixtures installed by Tenant or any subtenant of Tenant, shall become the property of Landlord and shall remain and be surrendered with the Premises as a part thereof at the expiration or earlier termination of this Lease Agreement, subject without compensation to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the LandlordTenant.

CHANGES, ALTERATIONS AND ADDITIONS. No material changes, alterations or additions shall be made to the Premises by Tenant without the prior approval of Landlord, which approval shall not be unreasonably withheld. For purposes of this Section 9, a “material” change, alteration or addition shall be a change that requires the expenditure of a sum in excess of Twenty-Five Thousand and 00/100 Dollars ($25,000.00). Prior to making any such changes, alterations or additions, Tenant shall submit written plans and drawings respecting same to Landlord and Landlord shall approve or disapprove same within fifteen (15) days after receipt thereof. All changes, alterations and additions shall comply with the applicable City, County and State laws, statutes, orders, ordinances, rules and regulations. Landlord agrees, if necessary, to join in any applications to governmental authorities for such permits as may alter be required to do the improvements at work contemplated in this Paragraph 9. Any Tenant Improvements, permanent additions to or alterations of the Premises, or any except removable paneling and wall fixtures and furniture and trade fixtures (and further excluding all signs, and goods and materials used in the Tenant’s business) shall become a part thereof, without the consent of the Landlordrealty and belong to Landlord unless otherwise agreed by Landlord and Tenant. If Landlord so requests at least three (3) months before the expiration of the Lease, or make any addition thereto or construct any improvements on Tenant shall remove its Tenant Improvements and other alterations to the Premises at the expiration of the Lease and restore the Premises to an office condition or destroy to such condition as existed immediately before the installation of the Tenant Improvements or alterations. In no event will Tenant be required to remove the labs existing in the Premises upon the Commencement Date. Tenant’s removable paneling and wall fixtures and furniture, trade fixtures, signs, laboratory equipment, goods and materials used in Tenant’s business shall at all times remain personal property and may be removed from time to time by Tenant provided, however, that Tenant shall be responsible for the cost of repair and restoration of any existing improvements, whether voluntarily or physical injury to the Premises caused by the removal of any such property. The furniture listed in connection with a repair or restoration required by Exhibit C to this Lease (collectively, “Capital Improvements”), subject to the following: (a) If any contemplated Capital Improvement shall not be covered by belong to Tenant’s insurance policies, then no such Capital Improvement shall be undertaken unless and until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions of any casualty, liability or other insurance policy or policies then covering Section 58B are satisfied. The items listed in Exhibit D (the Premises or any part thereof any consent “Landlord Equipment Inventory”) to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreementincluding the generators, subject to any then-existing CommitmentsUPS equipment, security system and fume hoods shall at all Capital Improvements to all or any portion of any of the Premises shall immediately become times remain the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlord.

CHANGES, ALTERATIONS AND ADDITIONS. 11.1 Hereafter and at any time and from time to time during the Term, the Tenant may alter shall have the improvements at the Premisesright, or any part thereof, without the consent subject to approval of the Landlord, at the Tenant's expense, to make such changes and alterations in or make any addition thereto to the Demised Premises as the Tenant shall deem necessary or construct any improvements on the Premises or destroy any existing improvements, whether voluntarily or desirable in connection with a repair the requirements of its business but no structural change or restoration required by this Lease (collectively, “Capital Improvements”), subject to the following: (a) If any contemplated Capital Improvement shall not be covered by Tenant’s insurance policies, then no such Capital Improvement alteration shall be undertaken until detailed plans and specifications therefor and a list of the contractors or tradesmen who the Tenant proposes to hire for the work have first been furnished to and approved by and consented to in writing by the Landlord, which approval and consent shall not be unreasonably withheld. 11.2 The Tenant shall be responsible for procuring and paying for all required municipal and other government permits and authorizations of the various municipal departments and government divisions having jurisdiction necessary or advisable in connection with any changes made pursuant to this Article provided that the Landlord will, at the Tenant's expense, join in application for such permits and authorizations whenever such action is necessary. 11.3 All work done in connection with any change or alteration shall be done promptly and in good and workmanlike manner and in compliance with the valid and applicable building and zoning laws and with all other valid laws, ordinances, orders, rules, regulations and requirements of all federal, provincial and municipal governments, and the appropriate departments, commissions, boards and officers thereof; and in accordance with the orders, rules and regulations of the Canadian Fire Underwriters Association, or any other body hereafter constituted exercising similar functions; the cost of any such change or alteration shall be paid or secured so that the Demised Premises shall at all times be free of liens for labour and materials supplied, or claimed to have delivered been supplied to the Demised Premises. 11.4 All alterations or additions to the existing improvements, other than Tenant's Equipment, shall upon attachment to the Demised Premises, be deemed a part thereof; and title thereto shall immediately vest in the Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory without any liability on its part to Landlord of such payments, pay for the insurance required by Article 4 hereof. If under same provided that the provisions Landlord may elect to require the Tenant to remove at the expiration of any casualty, liability or other insurance policy or policies then covering the Premises Lease all or any part thereof of any consent to improvement installed by or on behalf of the Tenant, in which case such Capital Improvement removal shall be done by the insurance company or companies issuing Tenant forthwith, at the Tenant's expense, as well as all other repairs necessitated by such policy or policies shall be required to continue removal, failing which the Landlord may carry out the same at the Tenant's expense and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior without liability for damage to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenantimprovement so removed. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlord.

CHANGES, ALTERATIONS AND ADDITIONS. No material changes, alterations or additions shall be made to the Premises by Tenant without the prior approval of Landlord, which approval shall not be unreasonably withheld. Any structural change, alteration or addition will be deemed "material." Prior to making any such changes, alterations or additions, Tenant shall subject written plans and drawings respecting same to Landlord and Landlord shall approve or disapprove same within fifteen (15) days after receipt thereof, and if Landlord fails to disapprove such plans and drawings by notice in writing to Tenant within such time, they shall be deemed approved. All changes alterations and additions shall comply with all applicable laws, statues, orders, ordinances, rules and regulations. Landlord agrees, if necessary and at no cost to Landlord, to join in any applications to governmental authorities for such permits as may alter be required to do the improvements at work contemplated in this Section 9. Any permanent additions to or alterations of the Premises which cannot be removed without material damage to the Premises, or any except removable paneling and wall fixtures and furniture and trade fixtures (and further excluding all signs, and goods and materials used in the Tenant's business) shall become a part thereof, without the consent of the Landlordrealty and belong to Landlord unless otherwise agreed by Landlord and Tenant. Tenant's removable paneling and wall fixtures and furniture, trade fixtures, signs, goods and materials used in Tenant's business shall at all times remain personal property and may be removed from time to time by Tenant or make other occupants of the Premises, provided, however, that Tenant shall be responsible for the cost of repair of any addition thereto or construct any improvements on physical injury to the Premises or destroy any existing improvements, whether voluntarily or in connection with a repair or restoration required caused by this Lease (collectively, “Capital Improvements”), subject to the following: (a) If any contemplated Capital Improvement shall not be covered by Tenant’s insurance policies, then no such Capital Improvement shall be undertaken until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions removal of any casualtysuch property, liability or other insurance policy or policies then covering the Premises or but not for any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies diminution in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any value of the Premises shall immediately become caused by the absence of the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made removed or by Landlord in connection with the immediate transfer of all any necessity for replacing such improvements to the Landlordproperty.

CHANGES, ALTERATIONS AND ADDITIONS. 9.1 Approval of Changes, Alterations and Additions. Tenant may alter has the improvements at right to make those changes, additions and alterations to the PremisesProject, or any part thereofFacility and Premises detailed on Exhibit "C", without the consent of the Landlord, or make any addition thereto or construct any improvements on the Premises or destroy any existing improvements, whether voluntarily or in connection provided Tenant first submits to Landlord final plans and specifications and such plans and specifications are substantially consistent with a repair or restoration required Tenant's proposal attached hereto as Exhibit "C and incorporated by this Lease (collectivelyreference. Tenant shall also have the right to make future changes, “Capital Improvements”)additions, subject improvements and alterations to the following: (a) If any contemplated Capital Improvement Facility or Premises provided such changes, additions, improvements and/or alterations shall be submitted to Landlord for reasonable review and approval, and Landlord first approves such changes, additions, improvements and/or alterations, such approval shall not be covered by Tenant’s insurance policies, then no such Capital Improvement unreasonably withheld. Approval shall be undertaken until deemed to be granted thirty (30) days after the submission in writing of the proposed changes, additions, improvements and alterations to the Facility and/or the Premises if written objections and responses are not served upon Tenant with said thirty (30) days. Further, no objections or responses shall be permitted if the proposed changes, additions, improvements and/or alterations (i) increase the value of the Facility and/or the Premises; and (ii) are consistent with the Facility and its image as then in existence and are being made to maintain and/or improve the Facility and/or Premises. Tenant shall at all times keep the premises and assets of Landlord free of liens for labor and materials supplied or claimed to have delivered been supplied for capital improvements to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies Landlord's fee interest in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlordno way be encumbered.

CHANGES, ALTERATIONS AND ADDITIONS. A. No changes, alterations or additions shall be made to the Premises by Tenant and no new process or Infrastructure equipment may alter be placed in the improvements at Premises or removed from the Premises (“Alterations”) without the prior written approval of Landlord. Without limiting the generality of the foregoing, if the proposed Alterations will necessitate modifications to the Project Infrastructure, require Landlord to provide additional Services or otherwise increase the cost to Landlord to perform any other obligation of Landlord under this Lease, the cost of which is already included in Fixed Rent, Landlord can either refuse to give its approval or condition such approval on Tenant’s agreement to pay Landlord for such increased costs. Prior to making any Alterations, Tenant shall notify Landlord in writing of the details of the proposed Alterations. Anything in this Lease to the contrary notwithstanding, if Tenant proposes any Alteration which is defined as a “Change” under Section 31, then Tenant shall be obligated to follow the “Management of Change Procedure” (defined in Section 33 below) with respect to all aspects of such Alteration. B. If Landlord approves any such Alteration pursuant to Section 9A above or if any Change (as defined below) requires any Alteration under the Management of Change Procedure (defined in Section 31 below), or if the removal of Tenant’s Property under Section 9C necessitates any repairs or restoration of the Premises, or Tenant shall deliver a service request to Landlord together with specifications for the proposed Alteration which describes the Alteration in sufficient detail to allow Landlord to prepare proposals to submit to approved third parties to obtain bids (the “Bids”) from such third parties for any part thereofnecessary services, without the consent of the Landlordsuch as design, engineering and construction services, or make any addition thereto or construct any improvements on materials that will be required to perform the Premises or destroy any existing improvements, whether voluntarily or Alteration. Any work in connection with the Alterations can be performed only by Landlord or third parties who are on Landlord’s approved contractor/consultant list for the Project. Once Landlord obtains the Bids, it shall submit such Bids to Tenant and if Tenant approves such Bids, Tenant shall issue a purchase order authorizing the party that submitted the Bid to perform the work described in the Bid, at Tenant’s sole cost and expense. Tenant shall be responsible for approving the work under each Bid as it is performed and Landlord shall not be liable for any defect in the services, work or materials provided by third parties pursuant to said Bids. Landlord agrees to act as the construction manager for the authorized work at no additional charge to Tenant and, at Tenant’s cost, will apply for and endeavor to obtain any necessary construction permits for such Alterations. Any permanent additions to or alterations of the Premises shall be removed in accordance with Section 8.Notwithstanding any contrary provision of this Lease, Tenant shall be responsible at its sole cost for removing all Tenant’s data and communications cabling from the Premises and between the Premises and the applicable IDF closet and Tenant shall repair or restoration required any damage to and restore any portion of the Project affected by this Lease such removal to their condition immediately prior to the date of the removal. C. Tenant’s trade fixtures, furniture, inventory, signs, goods, equipment, materials and other personal property used in Tenant’s business (collectively, “Capital ImprovementsTenant’s Property”)) shall at all times remain personal property and, subject except for any of Tenant’s Property the removal of which is governed by De-facilitization and Decontamination Protocols or is considered to be a Change under Section 31, may be removed from time to time by Tenant; provided, however, that Tenant shall be responsible for the cost and expense incurred by Landlord under Section 9B to (i) repair any physical injury to the following: (a) If any contemplated Capital Improvement shall not be covered Project and Premises caused by Tenant’s insurance policies, then no such Capital Improvement shall be undertaken until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions removal of any casualty, liability or other insurance policy or policies then covering such property and (ii) return the Project and Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies condition prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion installation of any of Tenant’s Property, reasonable wear and tear and casualty damage excepted. All removal of Tenant’s Property from the Premises shall immediately become which is hard-wired to the property Buildings or would impact the Project Infrastructure must be done in accordance with Landlord’s then applicable Project-Wide Protocols and with Landlord’s consent. The removal of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection any of Tenant’s Property which constitutes a Change under Section 31 must comply with the immediate transfer requirements of all such improvements to the LandlordSection 8 and Section 9 above.

CHANGES, ALTERATIONS AND ADDITIONS. Tenant may alter the improvements at the Premises, or any part thereof, without the consent of the Landlord, or make any addition thereto or construct any additional improvements on the Premises or destroy any existing improvements, whether voluntarily or in connection with a repair or restoration required by this Lease (collectively, “Capital Improvements”), subject to the following: (a) If any contemplated Capital Improvement shall not be covered by Tenant’s insurance policies, then no such Capital Improvement shall be undertaken until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 3 hereof. If under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlord.

CHANGES, ALTERATIONS AND ADDITIONS. (a) No material changes, alterations or additions shall be made to the Premises by Tenant without the prior approval of Landlord, which approval shall not be unreasonably withheld. For purposes of this Section 9, a “material” change, alteration or addition shall be a change that requires the expenditure of a sum in excess of Twenty-Five Thousand and 00/100 Dollars ($25,000.00). Prior to making any such changes, alterations or additions, Tenant shall submit written plans and drawings respecting same to Landlord and Landlord shall approve or disapprove same within fifteen (15) days after receipt thereof. All changes, alterations and additions shall comply with the applicable City, County and State laws, statutes, orders, ordinances, rules and regulations. Landlord agrees, if necessary, to join in any applications to governmental authorities for such permits as may alter be required to do the improvements at work contemplated in this Paragraph 9. Any Tenant Improvements, permanent additions to or alterations of the Premises, or any except removable paneling and wall fixtures and furniture and trade fixtures (and further excluding all signs, and goods and materials used in the Tenant’s business) shall become a part thereof, without the consent of the Landlordrealty and belong to Landlord unless otherwise agreed by Landlord and Tenant. If Landlord so requests at least three (3) months before the expiration of the Lease, or make any addition thereto or construct any improvements on Tenant shall remove its Tenant Improvements and other alterations to the Premises at the expiration of the Lease and restore the Premises to an office condition or destroy to such condition as existed immediately before the installation of the Tenant Improvements or alterations. In no event will Tenant be required to remove the labs existing in the Premises upon the Commencement Date. Tenant’s removable paneling and wall fixtures and furniture, trade fixtures, signs, laboratory equipment, goods and materials used in Tenant’s business shall at all times remain personal property and may be removed from time to time by Tenant provided, however, that Tenant shall be responsible for the cost of repair and restoration of any existing improvements, whether voluntarily or physical injury to the Premises caused by the removal of any such property. The furniture listed in connection with a repair or restoration required by Exhibit C to this Lease (the “Conveyed Furniture”) has been conveyed to Tenant and is the sole property of Tenant. The items listed in Exhibit D and in Exhibit E (collectively, the “Capital ImprovementsLandlord Equipment Inventory”)) to this Lease including the HVAC equipment not installed by Tenant, generators, UPS equipment, security system and fume hoods shall at all times remain the property of Landlord. Provided, however, all additional HVAC and Lab Infrastructure and Equipment (the “Tenant’s Equipment Inventory”) which is scheduled and identified in Exhibit E-1 attached hereto and which Tenant has previously installed in the Premises shall remain the property of Tenant. Tenant shall not be required to remove Tenant’s Equipment Inventory, provided, however, to the extent that Tenant elects to and actually does remove Tenant’s Equipment Inventory, Tenant shall be responsible for the cost of repair and restoration of any physical injury to the Premises caused by the removal of Tenant’s Equipment Inventory, subject to the following: (a) If any contemplated Capital Improvement shall not be covered by ordinary wear and tear. A detailed schedule of all of Tenant’s insurance policiesEquipment Inventory, then no such Capital Improvement shall be undertaken until Tenant shall have delivered to signed and dated by Landlord insurance policies or certificates or memoranda therefor issued by responsible insurersand Tenant, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant.is attached as Exhibit F. (b) Upon Attached hereto as Exhibit G is a complete inventory, signed and dated by Landlord and Tenant (the expiration or earlier termination “Furniture Inventory”), of this Lease Agreementthe Conveyed Furniture and of all laboratory furniture which has been purchased and installed by Tenant since March, 2003 (the “Tenant’s Furniture”). All of Tenant’s Furniture scheduled on the Furniture Inventory shall remain the property of Tenant. Tenant shall not be required to remove Tenant’s Furniture; provided, however, to the extent Tenant elects to and actually does remove any Tenant’s Furniture, Tenant shall be responsible for the cost of repair and restoration of any physical injury to the Premises caused by the removal of Tenant’s Furniture, subject to any then-existing Commitmentsordinary wear and tear. (c) The Landlord and Tenant agree that the inventory items set forth in Exhibits C, all Capital Improvements D, E, F and G may be expanded and supplemented by either Landlord or Tenant, as applicable, to all or any portion of any the extent either party can demonstrate, to the reasonable satisifaction of the other party, that such inventory is owned by and has been acquired and installed by such party. To the extent Tenant or Landlord acquires and installs any future inventory itmes in the Premises or the Building (the “Additional Inventory Items”), such Additional Inventory Items shall immediately become be added by amending the property appropriate Exhibit and attaching such amended Exhibit to the Lease (d) Tenant has installed certain cables and wires for its phones, data and other systems (the “Cabling”) in the Premises. Tenant agrees to identify and label all existing Cabling and shall provide landlord with a schematic diagram of Landlordall such Cabling within ninety (90) days after the Commencement Date. Provided Tenant has labeled all such Cabling and has provided Landlord with the schematic diagram, Tenant shall not be required to remove the Cabling upon termination of the Lease. Landlord and Tenant acknowledge that significant cabling existed in the Premises prior to Tenant’s lease of the Premises, and Tenant agrees shall not be required to fully cooperate with Landlord in all requests made by Landlord in connection with remove, identify or label the immediate transfer of all such improvements to the Landlordpre-existing cabling.

CHANGES, ALTERATIONS AND ADDITIONS. 13.01 Tenant may shall not demolish, replace or materially alter the improvements at the PremisesBuilding, or any part thereof, without the consent of the Landlord, or make any addition thereto or construct any improvements on the Premises or destroy any existing improvementsthereto, whether voluntarily or in connection with a repair or restoration Restoration required by this Lease (collectively, “"Capital Improvements”Improvement"), subject to unless Tenant shall comply with the followingfollowing requirements: (a) If any contemplated Each Capital Improvement, when completed, shall be of such a character as not to materially reduce the value of the Premises below its value immediately before construction of such Capital Improvement was commenced. (b) Each Capital Improvement shall not be covered by made with reasonable diligence (subject to Unavoidable Delays) and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and the Requirements. No Capital Improvement shall impair the safety or structural integrity of the Building. (c) The cost of each Capital Improvement shall be paid in cash, so that the Premises and the assets of Landlord shall (subject to the provisions of Section 16.02) at all times be free of liens for work, services, labor and materials supplied or claimed to have been supplied to the Premises. No such Capital Improvement shall be commenced unless either (i) Landlord, in its sole discretion, has determined that Tenant has the financial capability to cause said Capital Improvement to be completed in accordance with this Lease, or (ii) Tenant qualifies to self-insure in accordance with Section 7.07 of this Lease, and provided that the Tenant under this Lease is then the originally-named Tenant’s insurance policies, then no such Nordstrom, Inc., a Washington corporation, or its Affiliate. (d) No Capital Improvement shall be undertaken until Tenant shall have delivered to Landlord insurance policies or certificates or memoranda therefor abstracts thereof issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 7 hereof, and, also (i) "all risk" builders risk property insurance for the full replacement cost of the subject Capital Improvement on a completed value basis providing primary (and not contributing) coverage, and including a waiver of all rights of subrogation against Landlord and all other Indemnified Parties, and (ii) proof of adequate worker's compensation insurance and employee's liability insurance (either maintained by Tenant or Tenant's contractors and subcontractors). If If, under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises Premises, or any part thereof thereof, any consent to such Capital Improvement is required by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effectpolicies, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies companies. (e) No Capital Improvement shall be undertaken until Tenant shall have procured and paid for, insofar as the same may be required from time to time, all permits and authorizations of all Governmental Authorities for such Capital Improvement. Landlord shall not unreasonably refuse to join in the application for such permit or authorization, provided it is made without cost, liability, obligation or expense to Landlord. Copies of all required permits and authorizations, certified to be true copies thereof by Tenant, shall be delivered to Landlord prior to the commencement of the any Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (bf) Upon Each Capital Improvement shall be deemed to have been substantially completed when Tenant shall furnish Landlord with (i) a certificate from a licensed professional engineer or registered architect certifying that such Capital Improvement has been completed substantially in accordance with the expiration or earlier termination final plans therefor; (ii) a true copy, if available, of this Lease Agreement, subject the Certificates of Occupancy for such Capital Improvement; and (iii) a complete set of as-built drawings with respect to any then-existing Commitments, all Capital Improvements to all or any portion of any that cost more than $1,000,000 and a survey if the exterior footprint of the Premises Building is changed. (g) No Capital Improvement shall immediately become result in the property relocation of the Building or in the alteration or modification of the footprint thereof, nor in the alteration or modification of the structural design of the Building without, in each instance, the prior written approval of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made which approval shall not be unreasonably withhold or delayed by Landlord in connection provided that (i) Tenant complies with the immediate transfer requirements set forth in paragraphs (a) through (e), inclusive, of all this Section 13.01 with respect to such improvements to proposed alteration or modification, (ii) Tenant submits for Landlord's review plans and specifications in reasonable detail prepared by a licensed professional engineer or registered architect delineating the Landlordproposed alteration or modification, and (iii) Tenant furnishes Landlord an estimate of the cost of the proposed work, certified by the engineer or architect who prepared such plans and specifications.

CHANGES, ALTERATIONS AND ADDITIONS. SECTION 13.1. Subject to ARTICLES 8, 9 and 13, and except for construction which Landlord performs (or causes to be performed) in connection with the carrying out of its obligations with respect to duly exercised Expansion Options, neither Tenant may nor Landlord shall demolish, replace or materially alter the improvements at the Premises, any Building or any part thereof, without the consent of the Landlord, or make any addition thereto thereto, or construct any improvements on the Premises or destroy any existing improvementsadditional building, whether voluntarily or in connection with a any maintenance, repair or restoration Restoration required by this Lease (collectively, “Capital Improvements”"CAPITAL IMPROVEMENTS"; and, individually, a "CAPITAL IMPROVEMENT"), unless the following requirements and, if applicable, the additional requirements set forth in SECTION 13.2, are met (provided, however, that this Article shall not apply as to Landlord with respect to Parcels as to which no Expansion Option has been validly exercised and no Expansion Option remains unexercised and subject to the following:future exercise by Tenant): (a) If any contemplated Each Capital Improvement shall be made with reasonable diligence (subject to Unavoidable Delays) and in a good and workmanlike manner and in compliance with (i) all applicable licenses, permits and authorizations and all applicable building and zoning laws, (ii) all other applicable laws, ordinances, orders, rules, regulations and requirements of all Governmental Authorities, (iii) the orders, rules, regulations and requirements of any Board of Fire Underwriters having jurisdiction or any similar body exercising similar functions, and (iv) all applicable requirements of the CC&Rs. (b) Each Capital Improvement shall substantially conform to the plans and specifications for the Capital Improvement, as the same may be approved pursuant to SECTION 13.2 or, if SECTION 13.2 is not applicable thereto, the Final Plans therefor. (c) Any Capital Improvement undertaken by Tenant shall be covered by Tenant’s insurance policiesconstructed so that the Landlord's interest in the Premises and the property and assets (including, then no such without limitation, all Rental payable under this Lease) of, or funds appropriated to, Landlord, shall at all times be free of liens, claims for lien, security interests or other encumbrances for or on account of labor, services or materials supplied or claimed to have been supplied to or for the benefit of, or installed in, the Premises. (d) No Capital Improvement shall be undertaken until Tenant the party undertaking the Capital Improvement ("RESPONSIBLE PARTY") shall have delivered to Landlord the other ("NONRESPONSIBLE PARTY") insurance policies or certificates or memoranda therefor abstracts thereof issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord Nonresponsible Party of such payments, for the following insurance, which shall be kept in full force and effect until the substantial completion of the Capital Improvement: (i) comprehensive general liability insurance, naming Responsible Party as the insured and Nonresponsible Party and each Secured Lender as additional insureds, such insurance to insure against liability for bodily injury and death and for property damage in an amount as provided in SECTION 7.1(a)(ii), such insurance to include operationspremises liability, contractor's protective liability on the operations of all subcontractors, completed operations, broad form contractual liability (designating the indemnity provisions of the Construction Agreements if such coverage is provided by a contractor), and if the contractor is undertaking foundation, excavation or demolition work, an endorsement that such operations are covered and that the "XCU Exclusions" have been deleted; (ii) automobile liability and property damage insurance as described in SECTION 7.1(a)(iii); (iii) workers' compensation providing statutory benefits for all Persons employed in connection with the construction at the Premises; (iv) builder's all-risk insurance written on a completed value basis with limits and other coverage (including coverage for changes in ordinances and laws by Government Authorities resulting in consequential and contingent liabilities or increases in 41 the cost of construction, with such limits as are reasonably required by Article 4 hereofNonresponsible Party). In addition, such insurance (x) shall contain an authorization for the waiver of subrogation by Tenant and Landlord, and an endorsement stating that "permission is granted to complete and occupy," and (y) if any offsite storage location listed with Responsible Party's insurer is used, shall cover, for full insurable value, all materials and equipment which have been delivered to and are stored at any such offsite storage location and which are intended for use with respect to the Premises. Any proceeds received pursuant to the insurance coverage required under SECTION 13.1(d)(iv) shall be paid in accordance with the provisions of SECTION 7.2(a). Responsible Party shall comply with the provisions of SECTIONS 7.1(b), 7.2(b) and 7.2(d) - 7.2(f) with respect to the policies required by this SECTION 13.1(d). If under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant Responsible Party shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies companies. (e) Nonresponsible Party shall not refuse to join in the applications for such licenses, permits and authorizations, provided the same are made without cost or expense to Nonresponsible Party and will not in any way diminish the development rights of any Parcel which is not included within the Premises. Copies of all required permits and authorizations, certified to be true copies thereof by Responsible Party shall be delivered to Nonresponsible Party prior to the commencement of any Capital Improvement. SECTION 13.2. Responsible Party shall furnish to Nonresponsible Party at least ten (10) days before the commencement of any Capital Improvement, the items described in SECTION 8.4 with respect to the Capital Improvements. SECTION 13.3. Tenant shall pay to Landlord, within ten (10) days after Landlord's demand therefor, Landlord's reasonable costs and expenses of reviewing plans and specifications incurred by it if it is the Nonresponsible Party. SECTION 13.4. Title to all of which additions, alterations, improvements and replacements made to the Building, including, without limitation, Capital Improvements, shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of the Responsible Party until the Expiration Date, at which time title thereto and ownership thereof shall (if not already vested in Landlord) automatically vest in Landlord as provided in SECTION 11.1(a), and Tenant agrees to fully cooperate with Landlord in all requests made without any obligation by Landlord in connection with to pay any compensation therefor to Tenant, or at Landlord's request, Tenant shall, at Tenant's cost, promptly remove the immediate transfer of all such improvements Capital Improvements and restore the Premises to the Landlordtheir original condition.

CHANGES, ALTERATIONS AND ADDITIONS. 11.1 Hereafter and at any time and from time to time during the Term, the Tenant may alter shall have the improvements at the Premisesright, or any part thereof, without the consent subject to approval of the Landlord, at the Tenant's expense, to make such changes and alterations in or make any addition thereto to the Demised Premises as the Tenant shall deem necessary or construct any improvements on the Premises or destroy any existing improvements, whether voluntarily or desirable in connection with a repair the requirements of its business but no structural change or restoration required by this Lease (collectively, “Capital Improvements”), subject to the following: (a) If any contemplated Capital Improvement shall not be covered by Tenant’s insurance policies, then no such Capital Improvement alteration shall be undertaken until detailed plans and specifications therefor and a list of the contractors or tradesmen who the Tenant proposes to hire for the work have first been furnished to and approved by and consented to in writing by the Landlord. which approval and consent shall not be unreasonably withheld. 11.2 The Tenant shall be responsible for procuring and paying for all required municipal and other government permits and authorizations of the various municipal departments and government divisions having jurisdiction necessary or advisable in connection with any changes made pursuant to this Article provided that the Landlord will, at the Tenant's expense, join in application for such permits and authorizations whenever such action is necessary. 11.3 All work done in connection with any change or alteration shall be done promptly and in good and workmanlike manner and in compliance with the valid and applicable building and zoning laws and with all other valid laws, ordinances, orders, rules, regulations and requirements of all federal, provincial and municipal governments, and the appropriate departments, commissions, boards and officers thereof, and in accordance with the orders, rules and regulations of the Canadian Fire Underwriters Association, or any other body hereafter constituted exercising similar functions; the cost of any such change or alteration shall be paid or secured so that the Demised Premises shall at all times be free of liens for labour and materials supplied, or claimed to have delivered been supplied to the Demised Premises. 11.4 All alterations or additions to the existing improvements, other than Tenant's Equipment, shall upon attachment to the Demised Premises, be deemed a part thereof, and title thereto shall immediately vest in the Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory without any liability on its part to Landlord of such payments, pay for the insurance required by Article 4 hereof. If under same provided that the provisions Landlord may elect to require the Tenant to remove at the expiration of any casualty, liability or other insurance policy or policies then covering the Premises Lease all or any part thereof of any consent to improvement installed by or on behalf of the Tenant, in which case such Capital Improvement removal shall be done by the insurance company or companies issuing Tenant forthwith, at the Tenant's expense, as well as all other repairs necessitated by such policy or policies shall be required to continue removal, failing which the Landlord may carry out the same at the Tenant's expense and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior without liability for damage to the commencement of the Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenantimprovement so removed. (b) Upon the expiration or earlier termination of this Lease Agreement, subject to any then-existing Commitments, all Capital Improvements to all or any portion of any of the Premises shall immediately become the property of Landlord, and Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with the immediate transfer of all such improvements to the Landlord.

CHANGES, ALTERATIONS AND ADDITIONS. 1.1 Tenant may shall not demolish, replace or materially alter the improvements at the PremisesBuildings, or any part thereof, without the consent of the Landlord, or make any addition thereto or construct any improvements on the Premises or destroy any existing improvementsthereto, whether voluntarily or in connection with a repair or restoration Restoration required by this Lease (collectively, “"Capital Improvements”Improvement"), subject without the consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), if the cost of such Capital Improvement (i) exceeds $100,000 or (ii) if, in the reasonable judgment of Landlord and Tenant, the Capital Improvement will adversely affect (a) the structural integrity or physical appearance of the Buildings, (b) the provision of services, including utilities, to the followingBuildings or (c) any common areas of the Buildings visible from the exterior thereof. If either subparagraph (i) or (ii) above is applicable, Tenant shall submit to Landlord a written request along with detailed plans and specifications in form and content reasonably acceptable to Landlord and shall not proceed to construct such Capital Improvement until the consent of Landlord is obtained (which consent shall be deemed to have been given if Landlord does not transmit its disapproval to the construction of the proposed Capital Improvement within ten days of Tenant's request therefor; provided, however, that such consent, if requested, shall contain a conspicuous statement to the effect that said consent shall be deemed given if no response is received within said ten-day period). In addition, Tenant shall comply with the following requirements: (a) If any contemplated Each Capital Improvement shall not be covered by Tenant’s insurance policiesmade with reasonable diligence (subject to Unavoidable Delays) and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and the Requirements. No Capital Improvement shall impair the safety or structural integrity of the Buildings. (b) The cost of each Capital Improvement shall be paid in cash or its equivalent, then no so that the Premises and the assets of Landlord shall (subject to the provisions of Section 16.2) at all times be free of liens for work, services, labor and materials supplied or claimed to have been supplied to the Premises. No such Capital Improvement shall be commenced until Landlord, in its reasonable discretion, has determined that Tenant has the financial capability to cause said Capital Improvement to be completed in accordance with this Lease. (c) Capital Improvement shall be undertaken until Tenant shall have procured and paid for, insofar as the same may be required from time to time, all permits and authorizations of all Governmental Authorities for such Capital Improvement. Landlord shall not unreasonably refuse to join in the application for such permit or authorization, provided it is made without cost, liability, obligation or expense to Landlord. Copies of all required permits and authorizations, certified to be true copies thereof by Tenant, shall be delivered to Landlord insurance policies or certificates or memoranda therefor issued by responsible insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payments, for the insurance required by Article 4 hereof. If under the provisions of any casualty, liability or other insurance policy or policies then covering the Premises or any part thereof any consent to such Capital Improvement by the insurance company or companies issuing such policy or policies shall be required to continue and keep such policy or policies in full force and effect, Tenant shall obtain such consents and pay any additional premiums or charges therefor that may be imposed by said insurance company or companies prior to the commencement of the any Capital Improvement, all of which shall be carried out under the supervision of a duly licensed architect or engineer selected by Tenant. (bd) Upon Each Capital Improvement shall be deemed to have been substantially completed when Tenant shall furnish Landlord with (i) a certificate from a licensed professional engineer or registered architect certifying that such Capital Improvement has been completed substantially in accordance with the expiration or earlier termination of this Lease Agreementfinal plans therefor; (ii) a true copy, subject to any then-existing Commitmentsif available, all Capital Improvements to all or any portion of any of the Premises Certificates of Occupancy for such Capital Improvement; and (iii) a complete set of as-built drawings and a survey (if applicable) of such Capital Improvement. (e) Notwithstanding anything to the contrary contained in this Article 12, Landlord's consent shall immediately become the property of Landlord, and not be required for any Capital Improvement undertaken by a Space Tenant agrees to fully cooperate with Landlord in all requests made by Landlord in connection with a Space Lease if the immediate transfer Capital Improvement does not adversely affect (a) the structural integrity or physical appearance of all such improvements the Buildings, (b) the provision of services, including utilities, to the LandlordBuildings or (c) any common areas of the Buildings visible from the exterior thereof.